Mannai General Assembly of Extraordinary General Assembly Approves
Issuance of USD 600 Million Financing Bonds
March 1, 2018
Mannai
Corporation announced the results of its Ordinary and
Extraordinary General Assembly meetings held on Wednesday 28
February 2018. Following the Chairman's speech, the following
resolutions were issued:
1.
Approve
the issuance of Bonds ("the Bonds") either directly through the
company or indirectly through a wholly owned subsidiary of the
company, which is guaranteed by the company in an irrevocable
and unconditional manner (the "Proposed Issuance"), including,
for example but not limited to:
a.
Approve
of the establishment of one or more special purpose companies as
wholly owned subsidiaries of the company;
b.
Approve
of the proposed issuance;
c.
Approve
the use of proceeds from the bonds issuance for the general
corporate purposes of the company (including, but not limited
to, refinancing existing debt);
d.
Approve
the use of the proposed issuance to obtain funding of up to US
$600,000,000 ("Issue Amount");
e.
Approve
any actions required to enable the company or any associate or
subsidiary of the company (whether existing or future) (referred
to as “the subsidiary”) to issue and sell the Bonds in amounts
not exceeding the total amount of the Issuance in a public or
private subscription, at any time;
f.
Approve
any actions required to issue any guarantee at any time to
secure the obligations of any subsidiary in an amount not
exceeding the total amount of the issuance (plus any related
costs, charges or payments in respect of that guarantee);
g.
Approve
any procedures required to prepare, or delegate any subsidiary,
as appropriate, to prepare prospectus, notes or subscription
circulars, annexes, documents and / or amendments or additions
thereto for the purpose of subscribing or selling the bonds in
an amount not exceeding in total the issuance amount, at any
applicable jurisdiction;
h.
Approve
any procedures required to list the bonds (on any stock
exchange) for any amount not exceeding the total amount of the
issue and the conclusion of any documents in connection with
such listing (including but not limited to preparing a request
for the bonds to be listed on the official list of the Irish
Stock Exchange PLC, and traded in its regulated market; and / or
any other stock exchange);
i.
Approve
any actions required to enter into any swap or interest
transactions with a fixed maximum, a fixed minimum, a hedging
transaction, an option contract or any other transaction (or any
combination thereof) in respect of the proposed issuance.
2.
Authorize members of the Board of Directors to take all
necessary measures on behalf of the Company to complete the
proposed issuance process, including (but not limited to) the
procedures set out in the above paragraph 1, where such may be
assigned to a member(s) of the company’s Board and/or Senior
Management by the Board as it deems appropriate.
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