Südzucker International Finance B. V. Südzucker AG ... - Xetra

trading price per Bond (which is the average of the midpoints ofthe bid/ask quotes quoted on Bloomberg on page DBCB at thetime of the Xetra-Quotation) for each Trading Day of that periodwas less than 97.5 % of the product of the Xetra-Quotation on suchTrading Day and the then applicable Conversion Ratio; or (d) if theBonds have been called for early redemption by the Issuer; or (e)upon certain significant mergers or other reorganizations; or (f) ifa Change of Control and the Effective Date have been publishedpursuant to § 16(1) of the Conditions; or (g) if an offer is made toall shareholders of the Guarantor of rights entitling them topurchase Shares at less than 70% of the non-weighted arithmeticaverage of the Xetra-Quotations in a certain period of time. See§ 6(5) of the Conditions.UndertakingConversion PeriodEarly Redemption at theOption of the Issuer forReasons of Share PriceEarly Redemption at theOption of the Issuer forReasons of MinimalOutstanding PrincipalAmountEarly Redemption at theOption of the Bondholder forReasons of a Change ofControlTaxesThe Guarantor has undertaken to grant each Bondholder the rightto convert the Bonds into Shares in accordance with theConditions. See § 6 of the Conditions.Subject to the excluded periods, the Conversion Period shall bethe period commencing on January 18, 2004 until November 21,2008 (both dates inclusive), or, in the event of early redemption bythe Issuer pursuant to § 3(3) or (4) of the Conditions, until the endof the tenth Business Day prior to the day fixed for such earlyredemption.On or after December 9, 2006, upon giving not less than 20 andnot more than 40 days’ notice by publication in accordance with§ 18 of the Conditions, the Issuer may redeem the Bondsoutstanding in whole, but not in part, at their Principal Amount,together with interest accrued thereon, if the non-weightedarithmetic average of the stock exchange prices of the ordinaryshares of the Guarantor in the final auction (Schlussauktion) in theXetra-System of Deutsche Börse AG (or a successor system) on atleast 20 of the 30 trading days immediately preceding thepublication of the redemption notice exceeds 130% of the thenapplicable Conversion Price.By giving not less than 20 and not more than 40 days’ notice bypublication in accordance with § 18 of the Conditions, the Issuermay redeem the remaining Bonds in whole, but not in part, attheir Principal Amount, together with interest accrued thereon, ifat any time the aggregate Principal Amount of Bonds outstandingfalls below 10% of the aggregate principal amount of the Bondsthat were initially issued.If the Issuer or the Guarantor gives notice that a Change ofControl has occurred, each Bondholder may, after giving not lessthan 20 days’ notice to the Paying Agent prior to the EffectiveDate, require the Issuer to redeem on the Effective Date any or allof its Bonds at their Principal Amount, together with interestaccrued thereon. See § 16 of the Conditions.All payments by the Issuer on the Bonds and by the Guarantor inrespect of the Guarantee will be made without deduction orwithholding of any present or future taxes, duties orgovernmental charges of any nature whatsoever imposed, leviedor collected by way of deduction or withholding at source by, in oron behalf of The Netherlands or the Federal Republic of Germany,or by or on behalf of any political subdivision or authority thereof12