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Bonds and Debentures Dr Marcin Spyra. Definition Bond is a security issued in series by which issuer represents to be a debtor of a bondholder and promises.

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Presentation on theme: "Bonds and Debentures Dr Marcin Spyra. Definition Bond is a security issued in series by which issuer represents to be a debtor of a bondholder and promises."— Presentation transcript:

1 Bonds and Debentures Dr Marcin Spyra

2 Definition Bond is a security issued in series by which issuer represents to be a debtor of a bondholder and promises to perform according to bond terms. Securities issued in series represent rights divided into a certain number of equal units.

3 …emitowane w serii… Notes will be issued in Series. Each Series may comprise one or more Tranches issued on different issue dates. The Notes of each Series will all possess identical terms, except that, inter alia, the issue date and the amount of the first payment of interest may be different for different Tranches. The Notes of each Tranche may comprise Notes of different denominations. The specific terms of each Tranche will be set out in a Pricing Supplement. TPSA Eurofinance B.V. US$1,000,000,000 Euro Medium-Term Note Programme

4 SPV issue of bonds. inwestorzy investors Issuer SPV (NL) Parent Company (PL) guarantee bonds alternative to acquire share or to claim payment SPV transfers financing gained at the market in exchange for the future financing necessary to satisfy bondholder claims

5 Forma obligacji Instruments may be issued in bearer form or in registered form. A global Instrument will be deposited on or before the relevant issue date therefor with a depositary or a common depositary fo Euroclear Bank S.A./N.V. as operator of the Euroclear System 5 (‘‘Euroclear’’) and/or Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’) and/or any other relevant clearing system. Getin Finance plc Euro , Program emisji obligacji 2006

6 Status of trustee’s claims. The security over the shares of the Issuer, the Subsidiary Guarantors and, upon consummation of the Austrian Acquisition, voestalpine Stahlhandel GmbH, that will constitute security for the obligations of the Issuer and the Company, as Guarantor, under the Notes and the Indenture governing the Notes and the Guarantees and certain other collateral will not be granted directly to the holders of the Notes but will be granted only in favor of the Trustee for the Notes, as beneficiary of parallel debt obligations (the “Parallel Debt”). The Parallel Debt will be in the same amount and payable at the same time as the obligations of the Issuer and the Company, as Guarantor, under the Indenture in respect of the Notes and the Guarantee (the “Principal Obligations”). Any payment in respect of the Principal Obligations shall discharge the corresponding Parallel Debt and any payment in respect of the Parallel Debt shall discharge the corresponding Principal Obligations. Zlomrex International Finance S.A. € 170 mln. 8,5%

7 Cross Default … if any Relevant Indebtedness of the Issuer or the Guarantor or any of their respective Material Subsidiaries becomes due and repayable prematurely by reason of any event of default (however described) or the Issuer or the Guarantor or any of their respective Material Subsidiaries fails to make any payment in respect of any Relevant Indebtedness on the due date therefore as extended by any applicable grace period or any security given by the Issuer or the Guarantor or any of their respective Material Subsidiaries for any Relevant Indebtedness becomes enforceable or if default is made by the Issuer or the Guarantor or any of their respective Material Subsidiaries in making any payment due under any guarantee and/or indemnity given by it in relation to any Relevant Indebtedness of any other person, provided that no such event shall constitute an Event of Default unless the Relevant Indebtedness or other relative liability either alone or when aggregated with other Relevant Indebtedness and/or other liabilities relative to all (if any) other such event which shall have occurred and be continuing shall amount to at least € 10,000,000 or its equivalent in any other currency; Getin Finance plc € Program emisji obligacji 2006

8 Duties of the trustee. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have indemnified or secured the Trustee to its reasonable satisfaction. Zlomrex International Finance S.A. € 170 mln. 8,5%

9 Bondholders’ rights Only the Trustee may enforce (i) [against the security provided by Elektrim] or (ii) the provisions of these presents. No Bondholder shall be entitled to proceed directly against [Elektrim Finance] or [Elektrim] to enforce the performance of any of the provisions of these presents unless the Trustee having become bound as aforesaid to take proceedings fails to do so within a reasonable time and such failure is continuing." Elektrim Finance BV 510mln€ 1999/2005


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