LUX » Topics » (b) Annual Statements of the Parent - within 180 days after the end of each fiscal year of the Parent, duplicate copies of,

This excerpt taken from the LUX 6-K filed Jul 11, 2008.

(b)           Annual Statements of the Parent — within 180 days after the end of each fiscal year of the Parent, duplicate copies of,

 

(i)            an audited consolidated balance sheet of the Parent and its Subsidiaries, as at the end of such year, and

 

(ii)           audited consolidated statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries, for each such year,

 

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent chartered accountants of international standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the Parent and its Subsidiaries as at the date thereof and their consolidated results of operation and cash flows for the period covered thereby and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with general accepted accounting principles and that such audit provides a reasonable basis for such opinion in the circumstances; provided that the delivery within the time period specified above of the Parent’s Annual Report on Form 20-F for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefore and filed with the SEC, together with the accountant’s opinion described above, shall be deemed to satisfy the requirements of this Section 7.1(b); provided further, that, subject to Section 7.1(i) below, the Parent shall be deemed to have made such delivery of such annual statements if it shall have timely made Electronic Delivery thereof; provided that each holder of the Notes may at any time request the Parent to deliver to such holder a hard copy of any information, which is being made available by Electronic Delivery pursuant to this Section 7.1(b), and the Parent shall comply with any such request within 10 Business Days;

 

(c)           Annual Statements of the Company — within 180 days after the end of each fiscal year of the Company, duplicate copies of an audited consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and audited consolidated statements of income, shareholders’ equity and cash flows of the Company and its Subsidiaries, for each such year,

 

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setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent chartered accountants of international standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the date thereof and their consolidated results of operation and cash flows for the period covered thereby and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with general accepted accounting principles and that such audit provides a reasonable basis for such opinion in the circumstances; provided that, subject to Section 7.1(i) below, the Company shall be deemed to have made such delivery of such annual statements if it shall have timely made Electronic Delivery thereof; provided that each holder of the Notes may at any time request the Company to deliver to such holder a hard copy of any information, which is being made available by Electronic Delivery pursuant to this Section 7.1(c), and the Company shall comply with any such request within 10 Business Days.

 

(d)           Stock Exchange and SEC Reports — promptly upon their becoming available, one copy of (i) each press release, report, circular, notice or proxy statement or similar statement (together with a summary in English where the original is not in the English language) sent by the Parent or any Subsidiary to public securities holders of the Parent generally (whether pursuant to the rules of the the New York Stock Exchange, the Italian Stock Exchange, Italian securities laws or otherwise), (ii) each regular or periodic report, registration statement (without exhibits except as expressly requested by such holder) and each prospectus and all amendments thereto filed or furnished by the Parent or any Subsidiary with the SEC;

 

(e)           Notice of Default or Event of Default — promptly, and in any event within ten days after a Senior Financial Officer of the Parent becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Parent is taking or proposes to take with respect thereto;

 

(f)            Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any written notice to the Parent or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

 

(g)           Environmental Matters — promptly, and in any event within ten days after a Responsible Officer  becoming aware of them, copies of any written notice to the Parent or any Subsidiary from any Governmental Authority relating to any order or ruling under or violation of any Environmental Law that could reasonably be expected to have a Material Adverse Effect;

 

(h)           Requested Information — subject to the terms of Section 7.3(c), promptly, such other data, information and explanations in English relating to

 

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the business, operations, affairs, finanical condition, financial statements, assets or properties of the Company or the Parent or any of its Material Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes or the ability of the Parent to perform its obligations under the Parent Guarantee, as from time to time may be reasonably requested by any such holder of Notes, including information readily available to the Company or the Parent explaining the Company’s or the Parent’s financial statements if such information has been requested by the SVO in order to assign or maintain a designation of the Notes; and

 

(i)            Electronic Delivery Opt-Out Form — at least thirty (30) days in advance of the first Electronic Delivery to be made with respect to any holder of Notes, an Electronic Delivery opt-out form to such holder giving it the opportunity, in its sole discretion, to “opt out” of receiving Electronic Delivery with respect to the delivery by the Parent or the Company of financial statements hereunder, by return delivery of the completed form to the Company not more than ten (10) days following receipt by such holder of such form, whereupon, if so elected, notwithstanding the provisions of Sections 7.1(a), (b) and (c) allowing for Electronic Delivery, the Parent or the Company, as the case may be, shall only be deemed to have satisfied the requirement for the delivery of financial statements hereunder if and when such financial statements shall have been delivered in hard copy format to such holder’s address of record in accordance with Section 19 hereof.

 

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