49
engage in certain transactions with affiliates;
enter into arrangements that restrict dividends or other payments to us;
create Unrestricted Subsidiaries;
enter into transactions with affiliates; and
consolidate, merge or transfer all or substantially all of the Group’s assets and the assets of its subsidiaries on a
consolidated basis.
All of these limitations will be subject to significant exceptions and qualifications. See, in respect of the Indenture,
“
Description of Notes—Certain Covenants
.” The covenants to which the Group is subject, or in the future may be
subject, could limit its ability to finance its future operations and capital needs and its ability to pursue business
opportunities and activities that may be in its interest.
The restrictions contained in the Group’s covenants in the Convertible Loans, the Indenture or other firms of financial
indebtedness could affect the Group’s ability to operate its business and may limit its ability to react to market conditions
or take advantage of potential business opportunities as they arise. For example, such restrictions could adversely affect
the Group’s ability to finance its operations, make strategic acquisitions, investments or alliances, restructure its
organization or finance its capital needs. Additionally, the Group’s ability to comply with these covenants and
restrictions may be affected by events beyond its control. These include prevailing economic, financial and industry
conditions. If the Group breaches any of these covenants or restrictions, or fails to obtain necessary waivers or
amendments, or to file required notices with any related creditors, it could be in default under the Indenture, the
Convertible Loans or other forms of financial indebtedness (as the case may be).
Upon the occurrence of any event of default under the Indenture, the holders of the Notes could elect to declare all
amounts outstanding, together with accrued interest, immediately due and payable. In addition, any default under the
Indenture could lead to an event of default and acceleration under other debt instruments that contain cross default or
cross acceleration provisions. If the Group’s creditors accelerate the payment of those amounts, the Group cannot assure
you that its assets and the assets of its subsidiaries would be sufficient to repay in full those amounts, to satisfy all other
liabilities of its subsidiaries which would be due and payable and to make payments to enable the Group to repay the
Notes.
Risks related to the Notes and the Structure of the Offering
The Issuer is a holding company with no independent operations and will depend on payments from its subsidiaries to
service its indebtedness, including its obligations under the Notes. Applicable law imposes certain restrictions upon
our ability to access cash of our subsidiaries.
The Issuer is a holding company that conducts no business operations and, therefore, has a limited ability to generate
revenue. The Issuer is dependent upon payments by its subsidiaries to service its indebtedness, including payments due
on the Notes. The ability of the members of the Group to make payments to the Issuer will depend upon their cash flows
and earnings which, in turn, will be affected by all of the factors discussed in these “
Risk factors
” and elsewhere in this
Offering Memorandum.
The payment of dividends and the making, or repayment, of loans and advances to the Issuer by its subsidiaries are
subject to various restrictions. Existing and future debt of certain of these subsidiaries may prohibit the payment of
dividends or the making, or repayment, of loans or advances to the Issuer. In addition, the ability of any of the Issuer’s
direct or indirect subsidiaries to make certain distributions may be limited by the laws of the relevant jurisdiction in
which the subsidiaries are organized or located, including financial assistance rules, corporate benefit laws and other
legal restrictions which, if violated, might require the recipient to refund unlawful payments.
The inability to transfer cash among entities among the subsidiaries of the Issuer may mean that even though the entities,
in aggregate, may have sufficient resources to meet their obligations, they may not be permitted to make the necessary
transfers from one entity in their restricted group to another entity in their restricted group in order to make payments to
the entity owing the obligations. In addition, the subsidiaries of the Issuer that do not guarantee the Notes have no
obligation to make payments with respect to the Notes or otherwise make funds available for that purpose.
