PART 6 : SFA REPRESENTATIONS
As a result of applicable securities laws and regulations, in order to receive the Residual Securities, Ineligible Creditors must make the following representations. Ineligible Creditors who are able to make these representations must make them through the relevant Account Holder in this Information Notice. Ineligible Creditors who are unable to make these representations shall, subject to any Sale Instruction, cease to hold any interest (beneficial or otherwise) in the Residual Securities and any Non-Cash Distributions or Cash Distributions on and from the Final Settlement Date.
BLUE OCEAN RESOURCES PTE. LTD. – scheme of arrangement pursuant to section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore (the “Scheme”) with the holders of the US$325,000,000 Amended and Restated Step Up Rate Guaranteed Senior Secured Notes due 2020 (the “Existing Notes”) to mandatorily exchange the Existing Notes for (i) US$145,750,000 Guaranteed Senior Secured Notes due 2021 (the “New Notes”) and (ii) 92,890 Zero Coupon Secured Mandatorily Exchangeable Bonds due 2022 (the “MEBs”) on the terms set out in the Scheme (the “Exchange Offer”)
In connection with, and as part of the consideration of, the issue of the New Notes and the MEBs to us under the Exchange Offer, [I/we] hereby represent, warrant, agree, undertake, confirm and/or acknowledge to each of Blue Ocean Resources Pte. Ltd. and Azion Bao Pte. Ltd. (each, an "Issuer") that:
1) [I am / We are] aware and understand (and each account for which [I am / we are] acting has been advised and understands) that (i) no prospectus in relation to the offer of the New Notes and the MEBs has been or will be registered under the Securities and Futures Act (Chapter 289; 2006 Revised Edition) of the Republic of Singapore (the “SFA”) and (ii) the offer of the New Notes and the MEBs to [me / us] (or such beneficial owner) is being made in reliance on the prospectus exemptions under section 274 and/or 275(1) of the SFA;
2) As at the date of this Information Notice, [I am / We are] an institutional investor and/or a relevant person for the purposes of section 274 and/or 275(1) of the SFA;
3) Each Issuer will rely on [my / our] confirmations, representations and warranties set out in paragraphs 1 and 2 above to offer the New Notes and the MEBs to [me / us] under the Exchange Offer and prospectus exemptions under the SFA, and will not carry out any further investigation as to whether [I am / we are] an institutional investor and/or a relevant person for the purposes of section 274 and/or 275(1) of the SFA; and
4) [I / We] have completed this Information Notice and the information we have provided in this Information Notice is complete, accurate and correct as at the date of this Information Notice.