Afme Standard Form Agreement among Initial Purchasers
2 IMPORTANT NOTE This form (the standard form) has been prepared for the Association for Financial Markets in Europe (AFME) as part of the high-yield bond offerings. Although every precaution has been taken in the preparation of this standard form, AFME makes no representations or warranties: as to the suitability of the standard form for a particular transaction; whereas the standard form covers all special contingencies; as to the accuracy or completeness of the content of this standard form. In particular, the uses of the standard form should ensure the tax, regulatory and accounting implications of its use and that the standard form is appropriate to the conditions of the commercial transaction. AFME shall not be liable for any losses suffered by any person under a contract entered into under the terms of this Model Form or as a result of the presence of errors or omissions in this Model Form, and no proceedings shall be commenced in respect of such losses. 1 All updated forms are available on the AFME website. 5 However, first-time buyers are not required to market on the Bonds and any market-making activity may be discontinued at any time at the sole discretion of First-Time Buyers without notice. In addition, any such market-making activity is subject to restrictions imposed by the U.S. Securities Act and the U.S. Securities Exchange Act of 1934, as amended (the U.S.
Exchange Act). Therefore, the issuer cannot guarantee that a market for tickets will grow, that it will be liquid when it grows, or that you will be able to sell tickets at any given time or at a price that will be favorable to you. When the Notes are traded, they may be traded at a discount to their initial offer price, depending on prevailing interest rates, the market for similar securities, the issuer`s operating performance and financial position, general economic conditions and other factors. [See Risk Factors.] 9 The issuer anticipates that delivery of the Notes will be made against payment on the date indicated on the cover page of this Offering Memorandum, which is the tenth business day (this term is used for the purposes of Rule 15c6-1 of the U.S Exchange Act) after the date on which the ticket is priced (this settlement cycle is referred to as “T+”). [Under Rule 15c6-l of the U.S. Exchange Act, secondary market transactions must generally be settled within three business days, unless the parties to such transactions expressly agree otherwise. Therefore, since tickets are initially settled in T+, buyers who wish to trade tickets at the time of pricing or on subsequent business days must provide an alternative settlement cycle at the time of such trading in order to avoid a failed settlement. Bond buyers who wish to make such transactions should consult with their own advisors.] 10 As regards the United Kingdom, each first purchaser has declared, guaranteed and agreed that: it has notified or has notified and will disclose or will have notified only a solicitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000), or FSMA, which it may receive in connection with the issue or sale of Bonds; pursuant to which Article 21(1) of the FSMA does not apply to us; and has complied and will comply with all applicable provisions of the FSMA with respect to all matters it undertakes with respect to tickets in the United Kingdom, from or otherwise with the United Kingdom. For each EEA Member State that has transposed the Prospectus Directive (each a Member State concerned), each first purchaser has declared and agreed that, from the date on which the Prospectus Directive has been implemented in that Member State concerned, it has not made and will not make an offer of debt securities which are the subject of the offer provided for in this tender notice; to the public in that Member State concerned, with the exception of: (a) any legal person which is a qualified investor within the meaning of the Prospectus Directive; (b) fewer than 150 natural or legal persons (with the exception of qualified investors within the meaning of the Prospectus Directive) to the extent permitted by the Prospectus Directive, 9 10 A cross-reference to the risk factor relevant to the development of a debt securities market may be included here.
Include these three rates only if the billing cycle is greater than T+3. 4 ADDITIONAL PROSPECTUS Saferoad Holding ASA (a public company incorporated under the laws of) Additional information in the prospectus dated May 10, 2017 on the first edition Gary Simmons, Managing Director of AFME`s High Yield Division, said: “It is important that the changes to our standard forms are adopted across the industry to promote best practices in the high-yield bond market. A number of stakeholders from across the industry have made valuable contributions to the revision of these documents and we hope they will help address some of the issues we have brought to our attention in terms of structure, disclosure and transparency. 1 For the avoidance of doubt, this standard form is available in a recommended and non-binding form. Individual parties are free to deviate from the terms of this form and should always be aware of the tax, regulatory and accounting implications of its use. AFME Standard Form Distribution Plan The Association for Financial Markets in Europe (AFME) consents to the use, reproduction and transmission of this document by EHYA members to prepare and document agreements on offers or potential offers of high-yield bonds. It is prohibited to reprint, copy or redistribute an AFME document to or for the benefit of a company, a natural person or a person who is not a member of AFME without the prior written consent of AFME, except in cases where the document is intended to facilitate a transaction with such third party by an AFME member. Association for Financial Markets in Europe. All rights reserved. AFME`s High Yield department today updated many of its standard forms to establish best practices for the industry. The documents were updated as part of AFME`s general review of standard documentation and following buy-and-sell discussions among AFME high-performing members in order to maintain and improve business practices in the European high-yield market. AFME`s standard forms for First-Time Buyer Agreement (AAIP) – in the New York legal versions and in English – will also be updated to reflect market developments since they were last updated (e.g.
B, the US JOBS Act and the European Bank Recovery and Resolution Directive). 7 Securities (or related derivatives) and financial instruments (including bank loans) on own account and on behalf of their clients. Such investments and trading activities may involve securities and/or instruments of the Issuer or its affiliates. [Some of the first purchasers or their affiliates that have a credit relationship with [the issuing group] regularly hedge their credit risk vis-à-vis [the issuing group] in accordance with their usual risk management guidelines. As a general rule, these first-time buyers and their affiliates would hedge that risk by entering into transactions consisting either of the purchase of credit default swaps or the creation of short positions in securities, possibly including debt securities. Such short positions could have a negative impact on future trading prices of debt securities. Initial purchasers and their affiliates may also publish or express independent research views with respect to such securities or financial instruments and may hold long and/or short positions in such securities and instruments or recommend to clients to acquire them.] 14 [Add additional specific relationships between first-time buyers (and affiliates) and the issuer]] Include if necessary. 15 Include, if applicable. . B For example, indicate whether the affiliates of the first purchasers are lenders of the issuer`s credit facilities, advisors to the issuer in connection with the acquisition to be financed, securities agents (if the notes are guaranteed), etc.
Include a reference to another description of the debt when any of the agreements in this section are described in more detail. 6 The revised documents include updated disclosure guidelines, which were last revised in December 2011. It is hoped that these guidelines will help the market resolve issues such as the use of passwords and other restrictions that restrict access to bond information on issuers` websites, as well as general disclosure and transparency issues regarding terms and structures. 4 persons (as defined in Regulation S under the U.S. Securities Act)] 4 in offshore transactions based on Regulation S under the U.S. Securities Act. In addition, an offer or sale of Debentures sold in the United States by a broker under Regulation S (whether or not it participates in this Offering) may violate U.S. registration requirements. Securities Act up to 40 days after the later date of (i) the commencement of this Offering and (ii) the date of issue of the Notes. if such offer or sale is made by any means other than in accordance with Rule 144A of the U.S. Securities Act or any other exemption from registration under the U.S.
Securities Act.
- On January 23, 2022
0 Comments