IIG Prospectus - London Stock Exchange

votes which may ordinarily be cast on a poll at a general meeting of the Shareholders has orwill become unconditionally vested in the offeror and/or any associates(s) of the offeror, oran event occurs which has a like or similar effect.Where:‘‘Offer’’ means an offer to acquire Shares, whether expressed as a legal offer, an invitation totreat, a scheme with regard to such acquisition or in any other way (other than a NewcoScheme), in circumstances where such offer is available to all Shareholders or all Shareholdersother than any Shareholder who is the person making such offer (or any associate of suchperson) or who is excluded from the offer by reason of being connected with one or morespecific jurisdictions.‘‘Newco Scheme’’ means a scheme of arrangement which effects the interposition of a limitedliability company (‘‘Newco’’) between the Shareholders of IIG immediately prior to the schemeof arrangement (the ‘‘Existing Shareholders’’) and IIG and which satisfies the followingconditions:(a) immediately after completion of the scheme of arrangement the Existing Shareholdersare the only shareholders of Newco and hold shares in Newco in the same proportionsas each held Shares (immediately preceding the Newco System) in IIG;(b) all Subsidiaries of IIG immediately prior to the scheme of arrangement (other thanNewco, if Newco is then a Subsidiary of IIG) are subsidiaries of IIG (or of Newco)immediately after the scheme of arrangement;(c) immediately after completion of the scheme of arrangement Newco is substituted underthe Transaction Documents and all such documents and agreements which, in theopinion of the Delegate, may be required to effect such substitution shall be dulyauthorised and executed by the parties thereto; and(d) such other adjustments are made to these Conditions and the Transaction Documents asare necessary, in the opinion of the Delegate, to ensure that the Certificates may beconverted into or exchanged for ordinary shares in Newco mutatis mutandis inaccordance with and subject to these Conditions and the Transaction Documents.‘‘Change of Control Exercise Period’’ has the meaning given to it in Condition 6.16(b)(vi).‘‘Change of Control Put Date’’ shall have the meaning given to such term in Condition 6.6(Redemption for Change of Control).‘‘Change of Control Put Exercise Notice’’ shall have the meaning given to such term inCondition 6.6 (Redemption for Change of Control).‘‘Change of Control Put Option Period’’ shall have the meaning given to such term inCondition 6.6 (Redemption for Change of Control) ‘‘Change of Control Put Right’’ shall havethe meaning given to such term in Condition 6.6 (Redemption for Change of Control).‘‘Change of Control Standard Redemption Amount’’ means the aggregate face amount ofCertificates to be redeemed on the Change of Control Put Date plus all unpaid accruedPeriodic Distribution Amounts and all other accrued and unpaid distribution amounts (if any)due and payable under these Conditions in respect of such Certificates as of the Change ofControl Put Date.‘‘Change of Control Voluntary Early Redemption Date’’ shall have the meaning given to suchterm in Condition 6.1 (Voluntary Early Redemption).‘‘Change of Control Voluntary Early Redemption Notice’’ means any Voluntary EarlyRedemption Notice delivered during an Change of Control Exercise Period.‘‘Closing Price’’ means, with respect to a Trading Day on which the Shares are listed on theExchange, the closing price of such Shares on the Exchange at the close of such Trading Day(as published by the Exchange). If the Shares are quoted in a currency other than KWD,conversions to KWD of the Closing Price of the Shares will be made at the Relevant Rate ineffect on the relevant Trading Day.‘‘Compensation Amount’’ means an amount (in U.S. dollars) equal to the aggregate of (1) theRedemption Reference Price for the Calculation Period ending on the relevant Voluntary EarlyRedemption Trigger Date multiplied by the number of Non-Deliverable Shares and (2) theShare Delivery Top-Up Amount.59