beppa restructure??, page-90

BEPPA Terms Section 5.3
When the Company may give an Exchange Notice
(a)
The Company may issue an Exchange Notice which specifies that some or all of a Holder’s EPS are at the election of the Company to be Converted or Redeemed on a Reset Date, by issuing an Exchange Notice no earlier than 6 months and no later than 25 Business Days before such Reset Date. Nothing in this clause restricts the right of the Company to issue a Reset Notice.
(b)
The Company may issue an Exchange Notice which specifies that all (but not some) of the EPS are at the election of the Company to be Converted or Redeemed in any of the following circumstances:
(1)
at any time after the occurrence of a Tax Event;
(2)
at any time after the Equity Credit Classification assigned to EPS by Moody’s falls below the Equity Credit Classification assigned to EPS by Moody’s as at the Issue Date;
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(3)
at any time following the occurrence of a Change of Control Event, by issuing an Exchange Notice no later than 20 Business Days after a Change of Control Event occurs;
(4)
at any time while the aggregate Face Value of all EPS on issue is less than $100 million; or
(5)
at any time that Mandatory Deferred Dividends have been outstanding for more than 12 months.
(c)
An Exchange Notice issued on the basis of clause 5.3(a) or 5.3(b) must specify:
(1)
what, if any, proportion of the EPS will be Converted and what proportion will be Redeemed;
(2)
the relevant Exchange Date; and
(3)
the basis for the Exchange (including a reference to the clause of these Terms providing that basis).
(d)
Upon the Company issuing an Exchange Notice on the basis of clause 5.3(a) or 5.3(b):
(1)
subject to clause 5.9, the EPS specified for Conversion in the Exchange Notice must be Converted in accordance with the Conversion Process on the applicable Exchange Date; and
(2)
the EPS specified for Redemption in the Exchange Notice must be Redeemed on the applicable Exchange Date in accordance with clause 8.1(a).
(e)
The Company must issue an Exchange Notice which specifies that all of the EPS are to be Redeemed if a BBI Winding-Up Event occurs. An Exchange Notice issued on the basis of this clause 5.3(e) must be issued within 10 Business Days of the Company issuing a market release to ASX in accordance with clause 9.1(a) of the BBI Winding-Up Event and must specify the relevant Exchange Date.
(f)
Upon the Company issuing an Exchange Notice on the basis of clause 5.3(e) the EPS specified for Redemption in the Exchange Notice must be Redeemed on the applicable Exchange Date in accordance with clause 8.1(a).