181
date under the covenant described under the caption "—
Incurrence of Indebtedness and Issuance of Preferred Stock
", the
Issuer will be in default of such covenant. The Board of Directors of the Issuer may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer;
provided
that such designation will be deemed to be
an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such
Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the
covenant described under the caption "—
Incurrence of Indebtedness and Issuance of Preferred Stock
", calculated on a
pro forma
basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would be in existence following such designation.
Reports
So long as any Notes are outstanding, the Issuer shall furnish to the Trustee (which shall distribute the same to a holder
of Notes upon such holder's written request) and publish on its website:
(a)
within 120 days after the end of each of the Issuer's fiscal years beginning with the fiscal year ended 31
December 2014, annual reports containing the following information: (i) audited consolidated balance
sheet of the Issuer as of the end of the two most recent fiscal years and audited consolidated income
statements and statements of cash flow of the Issuer for the three most recent fiscal years, including
complete notes to such financial statements and the report of the independent auditors on the financial
statements; (ii)
pro forma
income statement and balance sheet information, together with any
explanatory footnotes, for any material acquisitions, dispositions or recapitalizations (that, individually
or in the aggregate when considered with all other acquisitions, dispositions or recapitalizations that
have occurred since the beginning of the most recently completed fiscal year as to which such annual
report relates, represent greater than 30% of the Consolidated Cash Flow of the Issuer on a
pro forma
basis) that have occurred since the beginning of the most recently completed fiscal year as to which
such annual report relates (unless such
pro forma
information has been previously provided);
provided
that such
pro forma
financial information will be provided only to the extent available without
unreasonable expense; (iii) an operating and financial review of the audited financial statements,
including a discussion of the results of operations including a discussion of financial condition and
liquidity and capital resources, and a discussion of material commitments and contingencies and
critical accounting policies; and (iv) a summary of material changes to the business, management and
shareholders of the issuer;
(b)
within 90 days after the end of the first three fiscal quarters in each fiscal year of the Issuer beginning
with the fiscal quarter ending 30 September 2014, quarterly reports containing an unaudited condensed
consolidated balance sheet as of the end of such three-month period and unaudited condensed
statements of income and cash flow for the year-to-date periods ending on the unaudited condensed
balance sheet date, and the comparable prior year periods for the Issuer, together with condensed note
disclosure and a summary of material changes to the business, management and shareholders of the
issuer; and
(c)
promptly after the occurrence of any material acquisition, disposition or restructuring of the Issuer and
its Restricted Subsidiaries, taken as a whole, or any senior executive officer changes at the Issuer or
changes in auditors of the Issuer or other material event that the Issuer announces publicly, a report
containing a description of such event.
All financial statements other than any
pro forma
financial information provided pursuant to clause (a) of the first
paragraph of this covenant shall be prepared in accordance with IFRS on a consistent basis for the periods presented.
Except as provided for above, no report need include separate financial statements for the Issuer or Subsidiaries of the
Issuer or any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a
type included in this Offering Memorandum.
If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries are Significant
Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a
reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial
condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Issuer.
The Issuer will also make available copies of all reports required by clauses (a) through (c) of the first paragraph of this
covenant, if and so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading
on the Global Exchange Market of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, at the
offices of the Paying Agent in London or, to the extent and in the manner permitted by such rules, post such reports on
the official website of the Irish Stock Exchange (
). The Issuer’s website does not form part of this Offering
Memorandum.
