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Shin Bidco Limited Formalities Certificate
Shin Bidco Limited Formalities Certificate
Shin Bidco Limited Formalities Certificate
FORMALITIES CERTIFICATE
(the “Company”)
To: Global Loan Agency Services Limited as Agent under the Senior Facilities Agreement (as
defined below).
Unless otherwise defined in this certificate, capitalised terms used in this certificate shall have the
meaning given to them in the senior facilities agreement dated or to be dated on or about the date
hereof between, amongst others, the Company as the company, the financial institutions listed
therein as original lenders and Global Loan Agency Services Limited as agent (the “Agent”) and
GLAS Trust Corporation Limited as security agent (the “Senior Facilities Agreement”).
I, the undersigned, being a director of the Company duly authorised by the Company to execute this
certificate, hereby certify and confirm (without incurring any personal liability thereby) that:
1 CONSTITUTIONAL DOCUMENTS
2 BOARD RESOLUTIONS
Attached to this certificate as “Appendix B” is a true, correct and complete copy of the
resolutions of the board of directors of the Company:
(a) approving the terms of, and the transactions contemplated by, the Finance
Documents to which it is a party and resolving that it execute, deliver and
perform the Finance Documents to which it is a party;
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch
all documents and notices (including, if relevant, any Utilisation Request and
Selection Notice) to be signed and/or despatched by it under or in connection
with the Finance Documents to which it is a party,
and which resolutions are in full force and effect and have not been amended or superseded
prior to the date of this certificate.
3 CONFIRMATIONS
(a) Subject to the Guarantee Limitations and the Agreed Security Principles,
borrowing, guaranteeing or securing (as relevant) the Total Commitments would
not cause any borrowing, guarantee, security or similar limit binding on it (as
appropriate) to be exceeded.
(b) Each copy document relating to the Company and specified in paragraphs 1 and 2
above is correct, complete and (to the extent executed) in full force and effect and
has not been amended or superseded at the date of this certificate.
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4 PSC REGISTER, WARNING NOTICE AND RESTRICTIONS NOTICE
(ii) has not been amended or superseded prior to the date of this certificate; and
(iii) sets out the “required particulars” (within the meaning of section 790K of
the CA 2006) and any other information prescribed under Part 21A of the
CA 2006 (including section 790M) and/or any associated law, in relation
to all of the relevant legal entities and persons with significant control that
are “registrable” (within the meaning of section 790C of the CA 2006) in
respect of the Company in accordance with Part 21A of the CA 2006.
(i) it has complied within the relevant timeframe with any notice it has
received under Part 21A of the Companies Act 2006; and
5 SPECIMEN SIGNATURES
Attached to this certificate as “Appendix D” are specimen signatures of those persons duly
authorised to execute or witness the execution of any Finance Document or to sign or send
any document or notice in connection with any Finance Document (including, if relevant,
any Utilisation Request). The signatures appearing opposite their names are true signatures.
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Appendix A
Constitutional Documents
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Appendix B
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Appendix C
PSC Register
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SHIN BIDCO LIMITED
Registered in England & Wales with registered number 14516615
Address of its registered or principal office: 2 Park Street, 1st Floor, London, W1K 2HX
The legal form of the entity and the law by which Private limited company
it is governed:
English law
Which of the five conditions for being a PSC it The person holds, directly or indirectly, 75% or more
meets, with quantification of its interest where of the shares in the company.
relevant:
The person holds, directly or indirectly, 75% or more
of the voting rights in the company.
The person holds the right, directly or indirectly, to
appoint or remove a majority of the board of
directors.
The person has the right to exercise, or actually
exercises, significant influence or control over the
company.
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