Gesamtzahl der Seitenaufrufe

Samstag, 26. Januar 2013

Diesmal in englisch eine "Klatsche" für die Anwälte der "MoD":

Diesmal in englisch eine "Klatsche" für die Anwälte der "MoD":

aus dem Umschuldungsprospekt der Province Buenos Aires


The New Bonds will:


General
The New Bonds will be issued in three series (each, a “series”):
• Step-Up Long Term Par Bonds, or the “Long Term Par Bonds;”
• Step-Up Medium Term Par Bonds, or the “Medium Term Par Bonds;” and
• Discount Bonds.
Basic Terms Common to New Bonds





• pay interest and principal to persons in whose names the New Bonds are registered at the close of business on the fifteenth calendar day preceding the corresponding payment date;

• not be redeemable before maturity (although they may amortize as described below) at the option of the Province or repayable at the option of the holder and not be entitled to the benefit of any sinking fund. The Province may at any time, however, purchase New Bonds and hold or resell them or surrender them to the trustee for cancellation;

• be direct, unconditional, unsecured and unsubordinated obligations of the Province;

be represented by one or more registered New Bonds in global form;

• be available in definitive form only under certain limited circumstances. See “—Registration and Book-Entry System;”

• be issued in denominations of one unit of the currency in which your New Bonds are denominated and in integral multiples thereof; and

• represent a claim to their full principal at maturity (plus accrued and unpaid interest) or upon earlier acceleration in accordance with their terms.


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Registration and Book-Entry System

The New Bonds will be represented by interests in one or more permanent global securities in fully registered form, without interest coupons attached, which will be registered in the name of a nominee of a common depositary of Euroclear and Clearstream, Luxembourg and which will be deposited on or before the Settlement Date with that common depositary. Financial institutions, acting as direct and indirect participants in either Euroclear or Clearstream, Luxembourg, will represent your beneficial interests in the global security. These financial institutions
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will record the ownership and transfer of your beneficial interests through book-entry accounts, eliminating the need for physical movement of securities.

If you wish to hold securities through the Euroclear or the Clearstream, Luxembourg system, you must either be a direct participant in Euroclear or Clearstream, Luxembourg or hold securities through a direct participant in Euroclear or Clearstream, Luxembourg. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations that have accounts with Euroclear or Clearstream, Luxembourg. Caja de Valores has an account with each of these clearing systems. Indirect participants are securities brokers and dealers, banks, trust companies and trustees that do not have an account with Euroclear or Clearstream, Luxembourg, but that clear through or maintain a custodial relationship with a direct participant. Thus, indirect participants have access to the Euroclear or Clearstream, Luxembourg system through direct participants.

The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in these New Bonds to such persons.
In sum, you may elect to hold your beneficial interests in the New Bonds:
• in Europe, through Euroclear or Clearstream, Luxembourg;
• in Argentina, through Caja de Valores; or
• through organizations that participate in such systems.
As an owner of a beneficial interest in the global securities, you will generally not be considered the holder of any New Bonds under the trust indenture.

Definitive Securities

The Province will issue securities in definitive form in exchange for interests in a global security only if:
• a clearing system for such series of New Bonds is closed for a continuous period of 14 days, announces an intention permanently to cease business or does in fact do so, or is not registered or ceases to be exempt from registration under the U.S. Securities Exchange Act of 1934, as amended;
• at any time the Province decides it no longer wishes to have all or part of such New Bonds represented by global securities; or
• the trustee determines, upon the advice of counsel, that it is necessary to obtain possession of such New Bonds in definitive form in connection with any proceedings to enforce the rights of holders of such New Bonds.
In connection with the exchange of interests in a global security for securities in definitive form under any of the conditions described above, such global security will be deemed to be surrendered to the trustee for cancellation, and the Province will execute, and will instruct the trustee to authenticate and deliver, to each beneficial owner identified by the relevant clearing system, in exchange for its beneficial interest in such global security, an equal aggregate principal amount of definitive securities.
If the Province issues definitive securities, they will have the same terms and authorized denominations as the New Bonds. You will receive payment of principal and interest in respect of definitive securities at the offices of the trustee in New York City and, if applicable, at the offices of any other trustee or paying agent appointed by the trustee. You may present definitive securities for transfer or exchange according to the procedures in the trust indenture at the corporate trust office of the trustee in New York City and, if applicable, at the offices of any other transfer agent appointed by the trustee.

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