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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/10/20 Freedom Holding Corp. 10-Q 12/31/19 77:5M Blueprint/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 553K 2: EX-4.1 Instruments Defining the Rights of Security HTML 86K Holders, Including Indentures Instruments Defining the Rights of Security Holders, Including Indentures 3: EX-31.01 Certification Pursuant to Rule 13A-14(A)/15D-14(A) HTML 29K Certifications Section 302 of the Sarbanes-Oxly Act of 2002 4: EX-31.02 Certification Pursuant to Rule 13A-14(A)/15D-14(A) HTML 29K Certifications Section 302 of the Sarbanes-Oxly Act of 2002 5: EX-32.01 Certificate Pursuant to Section 18 U.S.C. Pursuant HTML 25K to Section 906 of the Sarbanes-Oxley Act of 2002 34: R1 Document and Entity Information HTML 49K 74: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 117K 54: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 41K (Parenthetical) 28: R4 Condensed Consolidated Statements of Operations HTML 109K and Statements of Other Comprehensive Income/(Loss) (Unaudited) 37: R5 Condensed Consolidated Statements of Cash Flows HTML 135K (Unaudited) 77: R6 Condensed Consolidated Statements of Shareholder's HTML 72K Equity (Unaudited) 57: R7 Description of Business HTML 31K 24: R8 Summary of Significant Accounting Policies HTML 78K 38: R9 Cash and Cash Equivalents HTML 43K 71: R10 Restricted Cash HTML 28K 52: R11 Trading And Available-For-Sale Securities At Fair HTML 74K Value 19: R12 Brokerage and Other Receivables, Net HTML 29K 29: R13 Loans Issued HTML 33K 72: R14 Deferred Tax Assets HTML 38K 53: R15 Securities Sold, Not Yet Purchased, At Fair Value HTML 27K 20: R16 Loans Received HTML 28K 30: R17 Debt Securities Issued HTML 29K 73: R18 Customer Liabilities HTML 27K 51: R19 Trade Payables HTML 28K 17: R20 Securities Repurchase Agreement Obligations HTML 39K 46: R21 Related Party Transactions HTML 31K 67: R22 Stockholders' Equity HTML 26K 61: R23 Stock Based Compensation HTML 42K 18: R24 Leases HTML 33K 47: R25 Subsequent Events HTML 24K 68: R26 Summary of Significant Accounting Policies HTML 134K (Policies) 62: R27 Summary of Significant Accounting Policies HTML 26K (Tables) (Usd $) 16: R28 Cash and Cash Equivalents (Tables) HTML 42K 48: R29 Restricted Cash (Tables) HTML 29K 33: R30 Trading And Available-For-Sale Securities At Fair HTML 79K Value (Tables) 22: R31 Brokerage and Other Receivables, Net (Tables) HTML 28K 50: R32 Loans Issued (Tables) HTML 33K 70: R33 Deferred Tax Assets (Tables) HTML 36K 32: R34 Loans Received (Tables) HTML 27K 21: R35 Debt Securities Issued (Tables) HTML 26K 49: R36 Customer Liabilities (Tables) HTML 26K 69: R37 Trade Payables (Tables) HTML 27K 31: R38 Securities Repurchase Agreement Obligation HTML 38K (Tables) 23: R39 Stock Based Compensation (Tables) HTML 41K 43: R40 Leases (Tables) HTML 31K 13: R41 Summary of Significant Accounting Policies HTML 27K (Details) 60: R42 Cash and Cash Equivalents (Details) HTML 40K 66: R43 Cash and Cash Equivalents (Details 1) HTML 34K 42: R44 Restricted Cash (Details) HTML 31K 12: R45 Trading And Available-For-Sale Securities At Fair HTML 41K Value (Details) 59: R46 Trading And Available-For-Sale Securities At Fair HTML 62K Value (Details 1) 65: R47 Trading And Available-For-Sale Securities At Fair HTML 43K Value (Details 2) 40: R48 Trading And Available-For-Sale Securities At Fair HTML 34K Value (Details 3) 14: R49 Trading And Available-For-Sale Securities At Fair HTML 40K Value (Details 4) 26: R50 Brokerage and Other Receivables, Net (Details) HTML 38K 35: R51 Loans Issued (Details) HTML 50K 75: R52 Deferred Tax Assets (Details) HTML 44K 55: R53 Deferred Tax Assets (Details Narrative) HTML 35K 27: R54 Securities Sold, Not Yet Purchased, At Fair Value HTML 25K (Details Narrative) 36: R55 Loans Received (Details) HTML 40K 76: R56 Debt Securities Issued (Details) HTML 28K 56: R57 Customer Liabilities (Details) HTML 25K 25: R58 Trade Payables (Details) HTML 33K 39: R59 Securities Repurchase Agreement Obligation HTML 38K (Details) 63: R60 Stock Based Compensation (Details) HTML 30K 58: R61 Stock Based Compensation (Details 1) HTML 79K 15: R62 Leases (Details) HTML 29K 44: R63 Leases (Details 1) HTML 51K 41: XML IDEA XML File -- Filing Summary XML 140K 45: EXCEL IDEA Workbook of Financial Reports XLSX 82K 6: EX-101.INS XBRL Instance -- frhc-20191231 XML 1.35M 8: EX-101.CAL XBRL Calculations -- frhc-20191231_cal XML 167K 9: EX-101.DEF XBRL Definitions -- frhc-20191231_def XML 354K 10: EX-101.LAB XBRL Labels -- frhc-20191231_lab XML 805K 11: EX-101.PRE XBRL Presentations -- frhc-20191231_pre XML 643K 7: EX-101.SCH XBRL Schema -- frhc-20191231 XSD 196K 64: ZIP XBRL Zipped Folder -- 0001654954-20-001289-xbrl Zip 116K
Blueprint |
Definitions
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Whenever
used in these Note Terms and Conditions, unless there is something
in the subject matter or context inconsistent therewith, the
following words and phrases will have the respective meanings
ascribed to them as follows:
“Accredited
Investor” has the meaning set forth in Rule 1.1.2(6)
of the AIX Market Rules, i.e., (i) any natural person who acquires
or intends to acquire securities for a total consideration of at
least U.S.$100,000 (one hundred thousand U.S. dollars) per person
for each separate offer; or (ii) an “authorized
person;” or (iii) a “body corporate” as defined
under the AIX Market Rules;
“AIFC”
means the Astana International Financial Centre;
“AIFC
Laws” means the Acting law of the Astana International
Financial Centre;
“AIX”
means the Astana International Exchange, operated by the Astana
International Exchange Ltd.;
“AIX
CSD” means the Astana International Exchange Central
Securities Depository, Ltd.;
“Day
Count Fraction" means, for purposes of determining Note
interest payments, time calculated on the basis of a year of 360
(three hundred and sixty) days consisting of 12 (twelve) months of
30 (thirty) days each;
“Depository”
means the AIX CSD;
“Exchange
Act” means the United States Securities Exchange Act
of 1934, as amended;
“Face
Value” means U.S.$100,000 (one hundred thousand U.S.
Dollars) per one Note;
“Interest
Payment Date” means the 27 of December and 27 of June
in each year, the first Interest Payment Date being 27 June
2020;
“Interest
Period” means each period beginning on (and including)
the Issue Date or any subsequent Interest Payment Date and ending
on (but excluding) the next Interest Payment Date;
“Investor”
means a person that purchases one or more Notes pursuant to a
subscription under the Offering Memorandum;
“ISIN”
means the International Securities Identification Number that
uniquely identifies the Notes, as defined by the
“International Organization for Standardization” in ISO
6166;
“Issue
Date” means 27 December 2019;
“Issuer”
means Freedom Holding Corp., a corporation organized in the State
of Nevada, United States of America, with Entity No.
C3081-2004;
“Lead
Manager of admission to AIX” means Freedom Finance
JSC, 77/7, Al-Farabi ave., Esentai Tower BC, 3rd floor, Almaty,
A15E3H4 (050040), the Republic of Kazakhstan;
“Maturity
Date” means 27 December 2022, the third anniversary
date of Issue Date;
“Notes”
means the U.S.$50,000,000 aggregate principal amount of 7.000%
Notes due 27 December, 2022 of the Issuer;
“Offering”
means the offer and sale of the Notes by the Issuer made through
the Offering Memorandum;
“Offering
Memorandum” means the Issuer’s offering
memorandum, dated 24 December 2019;
“Official
List” means the Official List of Securities maintained
by the AIX;
“Person”
means any individual, company, corporation, firm, partnership,
joint venture, association, organization, state or agency of a
state or other entity, whether or not having separate legal
personality;
“Placement
Agent” means jointly and severally, Freedom Finance
JSC, 77/7, Al-Farabi ave., Esentai Tower BC, Floor 3and 7, Almaty,
A15E3H4 (050059), Kazakhstan and Freedom Finance Cyprus
Ltd.”, Andrea Zappa 1, office 1, 4040 Limassol,
Cyprus;
“Rate
of Interest” means 7.000 per cent per
annum;
“Regulation
S” means Regulation S under the Securities
Act;
“Registrar”
means Astana International Exchange Registrar Limited, a company
incorporated in the AIFC under company identification number
180840900010;
“Registry
Agreement” means the Registry Services Agreement (as
amended or supplemented from time to time), between the Issuer and
the Registrar; acting from the AIFC as registrar and transfer agent
for the Notes, acting in accordance with the Acting law of the
AIFC.
“Relevant
Date” means, in relation to any payment in respect of
a Note, whichever is the later of (1) the date on which the payment
in question first becomes due and (2) if the full amount payable
has not been received by the Noteholder prior to such due date, the
date on which the full amount has been so received by the
Noteholder;
“SEC”
means the United States Securities and Exchange
Commission;
“Securities
Act” means the United States Securities Act of 1933,
as amended;
“Transfer
Agent” means the Registrar acting as a transfer agent
under the Registry Agreement.
“U.S.
Dollars” and “U.S.$” means the lawful currency
of the United States;
“U.S.
GAAP” means accounting principles generally accepted
in the United States;
“United
States” means the United States of
America;
“Wholesale
Notes” means the Notes that are (i) offered and sold
exclusively to Accredited Investors; and (2) have a principal
amount of at least U.S.$100,000 (one hundred thousand U.S.
dollars).
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Status of the Notes
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The
Notes shall constitute direct, general and unconditional
obligations of the Issuer which will rank pari passu among
themselves and rank pari passu, in terms of payment rights, with
all other current or future unsubordinated obligations of the
Issuer, except for liabilities mandatorily preferred by
law.
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Interest
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The
Notes will bear interest at the Rate of Interest on the outstanding
principal amount from (and including) the relevant Issue Date to
(but excluding) the Maturity Date. Interest amount per one Note
shall be calculated using the following formula: Specified Denomination × Rate of Interest
× Day Count Fraction, and rounding the resulting figure
to the nearest cent (half a cent being rounded
upwards).
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Payments
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The
Rate of Interest for an Interest Period will be paid semi-annually
in arrears within 10 (ten) calendar days after (and including) each
Interest Payment Date.
Principal and Interest
Principal
and interest on the Notes shall be paid to Holders as shown on the
Register at the close of business on the third day before the due
date for payment thereof (the “Record Date”). Interest on Notes
shall be paid within 10 (ten) calendar days after (and including)
the relevant Interest Payment Dates by a bank wire transfer (in
U.S.$ only) to bank accounts of the Holders as stated in the
Noteholder Register at the Record Date. The final payment of
interest shall be made concurrently with payment of the principal
of the Notes within 10 (ten) calendar days after (and including)
the relevant Maturity Date. All payments in respect of the Notes
shall be made in U.S.$.
Each
Holder shall be responsible for maintaining current, complete, and
accurate bank wire instructions in the Register. The Issuer shall
have no liability to a Holder for nonpayment of Interest in a
timely manner due to the failure of the Holder to provide required
bank wire instructions.
Holder
claims for principal or interest shall become void if the Holder
fails to provide complete and accurate bank wire instructions in
the Register within 1 (one) year (in the case of principal) or
within 1 (one) year (in the case of interest) of the appropriate
Relevant Date.
All
payments in respect of the Notes are subject in all cases to any
applicable fiscal or other laws and regulations in the place of
payment. No commissions or expenses shall be charged to the
Noteholders in respect of such payments.
The
Notes are not subject to a trust deed or indenture and there is no
paying agent to oversee payments of interest and principal. The
Issuer will be directly responsible to effect all payments to be
made pursuant to the Note Terms and Conditions according to the
records of the AIX Registrar.
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Penalty
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The
Issuer shall pay a penalty to Holders of the Notes for each day, on
which any amount payable under the Notes remains due and unpaid
(the “Unpaid Amount”), at the rate equal to the Rate of
Interest. The amount of penalty payable per any Unpaid Amount in
respect of any Notes shall be equal to the product of the Rate of
Interest, the Unpaid Amount and the number of calendar days on
which any such Unpaid Amount remains due and unpaid divided by 360
(three hundred and sixty), rounding the resultant figure to the
nearest cent, half of any such cent being rounded
upwards.
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Other Obligations of the Issuer
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So long
as the Notes remain outstanding:
(a) the Issuer will
not, and will not permit any subsidiary outside the course of
ordinary business to enter into a single transaction or in a series
of transactions (whether related or not) with a view to sell, lease
with transfer of ownership rights, transfer or otherwise dispose of
its assets involving aggregate dispositions exceeding 20% (twenty
percent) of the total assets of the Issuer, calculated by reference
to the Issuer’s most recent available consolidated financial
statements as of the most reporting date preceding such a
disposal;
(b) the Issuer will not
allow any default under its liabilities, including but not limited
to, obligations evidenced by bonds, debentures, notes, loans or
other similar instruments, for an aggregate amount exceeding 5%
(five percent) of the Issuer’s total assets calculated by
reference to the Issuer’s most recent available consolidated
financial statements as of the most recent reporting date preceding
such a default;
(c) the Issuer will not
undertake any reorganization as a legal entity without prior
written consent of Holders of at least three-fourth in principal
amount of the Notes outstanding;
(d) the Issuer will not
allow the occurrence of any of the following events: initiation of
bankruptcy proceedings or similar measures by any person in
accordance with the legislation of countries where its subsidiaries
operate, including any insolvency, rehabilitation, readjustment of
debt, marshalling of assets and liabilities, moratorium of payments
or similar arrangements involving the Issuer, or the appointment of
a rehabilitation manager, interim manager, bankruptcy trustee or
similar insolvency officer in relation to the Issuer or its
assets;
(e) the Issuer will not
terminate a listing of the Notes in the Official List of the AIX
after a listing is granted; and
(f) the Issuer will not
amend or substitute any entity in place of the Issuer as the
principal debtor in respect of the Notes, without prior written
consent of Holders of at least three-fourth in principal amount of
the Notes then outstanding;
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Listing and Admission to Trading
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Issuer
has made application for the Notes to be admitted to the Official
List of the AIX and to be admitted to trading on the AIX as
“Wholesale Notes” in accordance with section 16-1 of
the AIX Markets Listing Rules.
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Estimated Expenses
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All
fees shall be paid in accordance with a listing agreement entered
into between the Issuer and the AIX. The services of the AIX
Registrar during the period beginning at the effective date through
31 December 2019 (inclusive) shall be rendered to the Issuer at no
charge.
The
services of AIX CSD shall be paid in accordance with the AIX CSD
Rules, procedures and notices.
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Investment Restrictions
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The
Offering of the Notes shall be subject to applicable laws and
regulations, including the AIX Market Listing Rules (section 16-1),
and the Notes may not be sold in other jurisdictions, including
without limitation the Russian Federation, the United Kingdom and
the European Economic Area, other than in compliance with
applicable laws and regulations.
The
Notes have not been and will not be registered under the Securities
Act, and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons except in accordance
with Regulation S or pursuant to an exemption from the registration
requirements of the Securities Act.
Notes
may not be sold to U.S. persons and all Notes sales must occur in
off shore transactions outside the United States.
In
Kazakhstan the Notes may only be offered or sold to Accredited
Investor(s).
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Taxation
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The Constitutional Law “On Astana International Financial
Centre”, provides that any interest or capital gain on the
securities listed on the AIX are tax exempt until 1 January 2066.
Accordingly, following the admission of the Notes to the Official
List of the AIX, any income derived from owning or selling such
Notes will be tax exempt as long as the Notes are listed on the
AIX. Delisting of the
Notes from the official list of AIX may subject gains and interest
payments on the Notes to tax in the Republic of
Kazakhstan.
All payments of principal and interest in respect of the Notes by
or on behalf of the Issuer shall be made free and clear of, and
without withholding or deduction for or on account of, any present
or future taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by
or on behalf of the United States or the Republic of Kazakhstan or
any political subdivision thereof or any authority therein or
thereof having power to tax, unless the withholding or deduction of
such taxes, duties, assessments or governmental charges is required
by law. In the event the Issuer shall pay such additional amounts
as will result in receipt by the Noteholders of such amounts after
such withholding or deduction as would have been received by them
had no such withholding or deduction been required.
Any reference in these Terms and Conditions to principal or
interest shall be deemed to include any additional amounts in
respect of principal or interest (as the case may be) which may be
payable under this condition.
If the Issuer becomes subject at any time to any taxing
jurisdiction other than the United States or the Republic of
Kazakhstan references in these Note Terms and Conditions to the
United States or (as the case may be) the Republic of Kazakhstan
shall be construed as references to the United States or (as the
case may be) the Republic of Kazakhstan and/or such other
jurisdiction.
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Placement Methods, Delivery, Clearing and Settlements
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The
delivery of the Notes shall be done over the counter through the
AIX Registrar system. The primary placement of the Notes with
subscribers shall be done through a subscription agreement to be
entered into by the Issuer and each subscriber.
The
proceeds from primary placement of the Notes shall be paid to the
Issuer in accordance with such subscription agreement. Recording of
the Notes shall be made by way of registration thereof with the
Registrar. In case of nominee holding, recording of the Notes shall
be made by way of registration thereof through a brokerage or
direct account opened with the AIX CSD.
The
Issuer, at its sole discretion, may also opt to conduct the primary
placement of the Notes through subscription using the book-building
platform of the trading system of the AIX in accordance with the
AIX Market Rules and relevant AIX market notice. In that case the
payment and settlement will be made through the settlement system
of the AIX CSD in accordance with the rules and regulations of the
AIX CSD, in particular delivery of the Notes through the system of
the AIX CSD. In order to participate in the offering of the Notes
through the book-building procedure, take delivery of the Notes and
trade the Notes on the AIX, investors are required to have an
account opened with a brokerage company admitted as an AIX Trading
Member and an AIX CSD Participant. The Notes will be held on behalf
of investors in the relevant AIX Trading Member’s custodial
account at AIX CSD.
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Notices
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To the Holders of the Notes
All
notices to the Holders of the Notes shall be deemed to have been
duly given if, so long as the Notes are listed on the AIX and so
long as the rules of the AIX so require, by publication (i) on the
internet website of the AIX at www.aix.kz or (ii) otherwise in
accordance with the regulations of the AIX. If the Notes cease to
be listed on the AIX, any notice shall be sent to the Holders of
the Notes by first class mail (or its equivalent) or (if posted to
an overseas address) by airmail at their respective addresses in
the Register, and any such notice shall be deemed to have been
given on the fourth day after the date of mailing.
To the Issuer
Notices
to the Issuer will be deemed to be validly given if delivered to
the Issuer at 324 South 400 West, Suite 250, Salt Lake City, Utah,
84101, USA for the attention of the Secretary and will be deemed to
have been validly given when received by the Issuer, or such other
United States administrative office address as stated on its
corporate website:
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Authorizations
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The
Issuer has obtained all necessary consents, approvals and
authorizations in connection with its entry into, and the
performance of its obligations under the documents to be entered
into by the Issuer in relation to the issue of the
Notes.
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Use of Proceeds
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Proceeds
from the issue of the Notes will be used for restructuring
corporate borrowing, general corporate purposes and financing of
business development initiatives.
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Risk Factors
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Investment in the Notes is subject to various types of risk. The
following brief summaries of risk are taken from the Offering
Memorandum and are subject to the more detailed descriptions of
risk factors stated in the Offering Memorandum.
Risks related to the Issuer
The Issuer (also referred to in these risk factors as
“our” and “we”) is exposed to the following
significant risks that might impact its operations and ability to
make interest payments and principal payments:
● Our
business is affected by general business and economic conditions,
which could materially and adversely affect our business, financial
position, results of operations or cash flows.
● We
operate in emerging consumer financial services sector in Eastern
Europe and Central Asia, which is a competitive landscape where
increased competition from larger service providers with greater
resources or superior service offerings could materially and
adversely affect our business, financial position, results of
operations or cash flows.
● Failure
to meet capital adequacy and liquidity guidelines could affect the
financial condition and operations of our
subsidiaries.
● Operating
risks associated with our securities lending business may result in
counterparty losses, and in certain circumstances, potential
financial liabilities.
● Larger
and more frequent capital commitments in our trading and
underwriting business activities increases the potential for us to
incur significant losses.
● We
may need to raise additional capital, and we cannot be sure that
additional financing will be available.
● We
are dependent on our executive management team, in particular Timur
Turlov. If we are unable to hire, engage and retain skilled
personnel, our business, financial position, results of operations
or cash flows could be materially and adversely
affected.
● Interruptions
in the proper functioning of our information technology, or
“IT” systems, including from cybersecurity threats,
could disrupt operations and cause unanticipated increases in costs
or decreases in revenues, or both.
● We
face risks relating to doing business internationally that could
materially and adversely affect our business, financial position,
results of operations or cash flows.
● The
countries in which we operate have changing regulatory regimes,
regulatory policies, and interpretations.
● We
are exposed to foreign currency fluctuations that could negatively
impact our financial results.
● We
are dependent upon our relationship with U.S. securities
broker-dealer and clearing firms to receive and transmit funds
internationally.
● We
could be adversely affected by violations of the anti-corruption
and anti-criminal regulations in effect in the United States and
the foreign jurisdictions where we conduct business.
● We
are a holding company with little or no operations of our own other
than the funding and management of our operating subsidiaries,
however, our financial statements are presented on a consolidated
basis.
● Timur
Turlov has control over key decision making as a result of his
ownership of a majority of our voting stock.
● Fulfilling
our obligations incident to being a public company, including with
respect to the requirements of and related rules under the
Sarbanes-Oxley Act and the Dodd-Frank Act, are expensive and
time-consuming, and any delays or difficulties in satisfying these
obligations could have a material adverse effect on our future
results of operations and our stock price.
Risks related to the Note Offering
● Holders
of the notes must depend on the Issuer’s subsidiaries to
provide the Issuer with sufficient funds to make payments on the
notes when due.
● The
notes are subject to transfer restrictions and are a new issue of
securities for which there is currently no public market. You may
be unable to sell your notes if a trading market for the notes does
not develop.
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Applicable Law and Jurisdiction
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The
Notes, these Note Terms and Conditions, and any non-contractual
obligations arising out of, or in connection with, the Notes shall
be governed by, and construed in accordance with, the laws of the
AIFC. The Issuer has agreed herein the conditions in favor of the
Holders of the Notes that any claim, dispute or discrepancy of any
nature arising out of, or in connection with, the Notes (including
claims, disputes or discrepancies regarding the existence,
termination thereof, or any non-contractual obligations arising out
of, or in connection with, the Notes) shall be brought to, and
finally resolved by, the Court of the AIFC in accordance with the
rules thereof, or the International Arbitration Center of the AIFC
in accordance with the rules thereof, currently in effect, such
rules shall be deemed incorporated herein.
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Future Issuances
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The
Issuer may, from time to time, without the consent of the Holders
of the Notes, create and issue further debt securities including
debentures, debenture stock, bonds, loan notes, having either the
same terms and conditions as any outstanding debt securities of any
series (including the Notes) so that such further issue shall be
consolidated and form a single series with the outstanding debt
securities of the relevant series (including the Notes), or upon
such terms as the Issuer may determine at the time of their
issue.
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Noteholder Meetings
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The
Noteholders may require the Issuer to convene a meeting of the
Holders of the Notes to transact matters concerning the Notes,
including the amendment of any provision of these Terms and
Conditions. No amendment to the Terms and Conditions shall be
allowed, unless it is approved by a resolution of the Holders of at
least three-fourth in principal amount of the Notes then
outstanding.
A
meeting shall be convened by the Issuer at a written request of the
Holders of not less than 10% (ten percent) of the total face amount
of the unredeemed Notes upon at least 30 day notice (exclusive of
the day on which notice is given and of the day on which the
relevant meeting is to be held).
The
quorum at any meeting of the Noteholder(s) convened for voting on
any matter in relation to these Terms and Conditions shall
constitute two or more Persons holding or representing at least 50%
(fifty percent) of the total amount of the unredeemed Notes, or, in
case of a meeting in absentia, two or more Persons acting as
Holders of the Notes or representatives thereof, holding or
representing at least 50% (fifty percent) of the total amount of
the unredeemed Notes. Any resolution passed at any such meeting
shall be binding upon all Holders of the Notes, regardless of
whether they present at such meeting or not. If all outstanding
Notes are owned by a single holder, no meeting of the Holders of
the Notes shall be held.
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Headings
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The
headings and sub-headings are for ease of reference only and shall
not affect the construction of these Terms and
Conditions.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/23 Freedom Holding Corp. 10-K/A 3/31/22 146:20M 5/31/22 Freedom Holding Corp. 10-K 3/31/22 134:14M 6/15/21 Freedom Holding Corp. 10-K 3/31/21 131:9.1M Blueprint/FA 2/09/21 Freedom Holding Corp. 10-Q 12/31/20 100:6.8M Blueprint/FA 11/09/20 Freedom Holding Corp. 10-Q 9/30/20 94:6.2M Blueprint/FA 8/11/20 Freedom Holding Corp. 10-Q 6/30/20 89:5.3M Blueprint/FA |