Trenger hjelp med dette.

I innkallingen står det i punkt 2 (iv):

"The definition of Change of Control shall be amended to include a carve-out for acquisitions made by Magnus Capital S.A and Genipabu Investments LLC"

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I Bond Agreement står det følgende om Change of Control og andre relevante definisjoner:

“Change of Control Event” means if and when any person or a group of persons, acting in concert other than Andes Energia directly or indirectly, acquires Decisive Influence over the Issuer.

“Decisive Influence” means a person having, as a result of an agreement or through the ownership of shares or interests in another person:

(a) a majority of the voting rights in that other person; or

(b) a right to elect or remove a majority of the members of the board of directors of that other person.

When determining the relevant person’s number of voting rights in the other person or the right to elect and remove members of the board of directors, rights held by the parent company of the relevant person and the parent company’s Subsidiaries shall be included.


10.3 Change of control

10.3.1 Upon the occurrence of a Change of Control Event, each Bondholder shall have the right to require that the Issuer redeems its Bonds (a “Put Option”) at a price of 105 per cent (105%) of Face Value plus accrued unpaid interest.

10.3.2 The Put Option must be exercised within two months after the Issuer has given notification to the Bond Trustee of a Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place.

10.3.3 The Put Option may be exercised by each Bondholder by giving written notice of the request to its Account Manager. The Account Manager shall notify the Paying Agent of the redemption request. The settlement date of the Put Option shall be the third Business Day after the end of the two month exercise period of the Put Option.

10.3.4 On the settlement date of the Put Option, the Issuer shall pay to each of the Bondholders holding Bonds to be redeemed, the principal amount of each such Bond (including any premium pursuant to Clause 10.3.1) and any unpaid interest accrued up to (but not including) the settlement date.

10.3.5 The Put Option shall not apply in the event the Issuer voluntarily redeems the Outstanding Bonds, at a price equal to Issuer’s Call Option price as set out in Clause

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Så hva betyr egentlig denne henvisningen til Change of Control/Carve-out/Acquisitions i innkallingen med henvisning til Magnus Capital S.A og Genipabu Investments LLC ? At "Put Option" - eller retten til å kreve innløsning av obligasjoner - ikke utløses dersom disse to (Magnus+Genipabu) får effektiv kontroll (Decisive Influence) over selskapet ?