IIG Prospectus - London Stock Exchange

For these purposes:‘‘Material Subsidiary’’ means, at any time any Subsidiary of IIG whose total assets then equalor exceed 10 per cent. of the Total Asset Value, or whose total revenues then equal or exceed10 per cent. of the Total Revenues or whose total net income then equals or exceeds 10 percent. of the Total Net Income.For this purpose:(a) the total assets, total revenues and total net income of any Subsidiary of IIG will bedetermined from its financial statements (unconsolidated if it has no subsidiaries) uponwhich the latest audited financial statements of the Group have been based;(b) if a Subsidiary of IIG becomes a member of the Group after the date on which the latestaudited financial statements of the Group have been prepared, the total assets, totalrevenues and total net income of that Subsidiary will be determined from its latestfinancial statements;(c) the Total Asset Value, Total Revenues and Total Net Income will be determined fromIIG’s latest audited financial statements, adjusted (where appropriate) to reflect the assetsof any company or business subsequently acquired or disposed of; and(d) if a Material Subsidiary disposes of all or substantially all of its assets to anotherSubsidiary of IIG, it will immediately cease to be a Material Subsidiary and the otherSubsidiary (if it is not already) will immediately become a Material Subsidiary, and thesubsequent financial statements of those Subsidiaries and the Group will be used todetermine whether those subsidiaries are Material Subsidiaries or not.If there is a dispute as to whether or not a company is a Material Subsidiary, a certificate ofthe auditors of IIG will be, in the absence of manifest error, conclusive.Sale UndertakingThe Trustee shall execute a sale undertaking (the ‘‘Sale Undertaking’’) in favour of theObligor. Pursuant to the Sale Undertaking, subject to the Issuer being entitled to redeem theCertificates early pursuant to Condition 6.4 (Redemption at the Option of the Issuer) and Condition6.7 (Redemption for Taxation Reasons), the Obligor may, by exercising its option under the SaleUndertaking and serving a notice (an ‘‘Exercise Notice’’) on the Trustee (i) no earlier than 164 daysand no later than 134 days prior to the Issuer Early Redemption Date in respect of a redemptionunder Condition 6.4(a); (ii) no earlier than 107 days and no later than 77 days prior to the datefalling 25 Trading Days after the end of the Quarterly Exercise Period (or if such date is not aBusiness Day, the next succeeding Business Day) in respect of a redemption under Condition 6.4(b);and (iii) no earlier than 60 days and no later than 30 days prior to the Tax Redemption Date,oblige the Trustee to sell (without any warranty express or implied as to condition, fitness forpurpose, suitability for use or otherwise and if any warranty is implied by law, it shall be excludedto the full extent permitted by law) all or, as the case may be, a proportion of the Trustee’s rights,benefits and entitlements in and to the Mudarabah Assets on the relevant Issuer Early RedemptionDate or Tax Redemption Date, as the case may be, at the Relevant Exercise Price.For the purposes of the foregoing, ‘‘Relevant Exercise Price’’ means:(a) in the case of an Exercise Notice delivered in respect of (i) and (ii) above, the IssuerEarly Redemption Amount; and(b) in the case of an Exercise Notice delivered in respect of (iii) above, the Tax RedemptionAmount.Securities Portfolio Pledge Agreement and Security Agency AgreementIn order to secure its payment obligations under the Transaction Documents, the Obligor shallgrant a fully perfected first class pledge on the Closing Date (the ‘‘Securities Portfolio Pledge’’) byway of a securities portfolio pledge agreement (the ‘‘Securities Portfolio Pledge Agreement’’) infavour of the Security Agent as security for obligations owed to the Trustee over a portfolio whichshall initially have a total market value of not less than 115 per cent. of the Issue Price of theCertificates and at least 2 / 3 of the portfolio shall consist of listed shares. All shares in the portfolioshall be registered in the name of the Security Agent pursuant to Security Agency Agreement. TheObligor may substitute the shares in the portfolio from time to time as long as at least 2 / 3 of theportfolio comprises listed shares and the total market value of shares is 115 per cent. of the Issue120