4. La Cuenca El Paraíso
4.1 Sitio arqueológico Los Flores
The Authorised Participants, as at the date of this document, are the persons who have entered into an Authorised Participant Agreement with the Issuer as described in paragraph 2(e) above.
Pursuant to the terms of the Authorised Participant Agreements, each Authorised Participant has represented, warranted and undertaken to the Issuer that neither it nor any of its Affiliates (including any person acting on behalf of the Authorised Participant or any of its Affiliates):
(a) has offered or sold and will not offer or sell Energy Securities within the United States or to US Persons, whether on or after the relevant Creation Date;
(b) has engaged or will engage in any ‘‘directed selling efforts’’ (as defined by Regulation S under the United States Securities Act of 1933, as amended) with respect to Energy Securities; and (c) will permit Energy Securities to be offered to, sold to, or purchased by persons resident for
Each Authorised Participant has further represented, warranted and undertaken that:
(d) it will comply (and procure compliance) with all applicable laws and regulations in each country or jurisdiction in which it purchases, offers, sells or delivers Energy Securities or has in its possession or distributes offering material, in all cases at its own expense;
(e) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’), it has not made and will not make an offer of Energy Securities to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Energy Securities to the public in that Relevant Member State:
(i) in the period beginning on the date of publication of a prospectus in relation to those Energy Securities which has been approved by the competent authority in that Relevant Member State in accordance with the Prospectus Directive or, where appropriate, published in another Relevant Member State and notified to the competent authority in that Relevant Member State, in accordance with Article 18 of the Prospectus Directive and ending on the date which is 12 months after the date of such publication;
(ii) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
(iii) at any time to any legal entity which has two or more of: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43,000,000; and (3) an annual net turnover of more than EUR 50,000,000, each as shown in its last annual or consolidated accounts; or
(iv) at any time in any other circumstances which do not require the publication by the Issuer of a Prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an ‘‘offer of Energy Securities to the public’’ in relation to any Energy Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Energy Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Energy Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and amendments thereto including the 2012 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU;
(f) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received by it in connection with the issue or sale of any Energy Securities in circumstances in which section 21(1) FSMA does not apply to the Issuer or any Affiliate of the Issuer;
(g) it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to any Energy Securities in, from or otherwise involving the United Kingdom; (subparagraphs 3(a) to 3(g) together shall be referred to as the ‘‘Selling Restrictions’’); and (h) it is an Authorised Person, an Exempt Person or an Overseas Person and is a participant of
CREST and will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the terms of the Authorised Participant Agreement.
Each Authorised Participant has agreed to indemnify and hold the Issuer harmless if the Issuer, or its direct or indirect Affiliates, or their respective directors, officers, employees and agents suffers any loss, liability, damages, costs or expenses (including legal fees) incurred by such party, as a result of or in connection with any breach by the Authorised Participant of any of the Selling Restrictions.
The Authorised Participant Agreement of the Authorised Participants may be terminated by either party at any time upon thirty days’ prior written notice to the other parties.
The Issuer may enter into agreements with institutions to act as Authorised Participants and/or market- makers which may include commitments to make markets on varying terms, but which may include commitments to maintain particular maximum spreads and minimum lot sizes.