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Activation email was successfully sent Check your mailbox to activate your registration. Please check your spam folder too. Tuesday, September 23, , Aktiv Kapital employs more than people and is headquartered in Oslo, Norway. For more information, please visit www. Statements made herein which are not historical, including Portfolio Recovery Associates' PRA's or its management's intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future, including, but not limited to, statements with respect to future revenue and earnings, and statements with respect to future contributions of Aktiv Kapital; our ability to successfully, if ever, complete the acquisition of Aktiv Kapital; our ability to fully realize the expected benefits of the acquisition of Aktiv Kapital; the ability of Aktiv Kapital, or of any of PRA's subsidiaries, to contribute to earnings and future portfolio-purchase opportunities, all of which, are forward-looking statements within the meaning of Section 27A of the Securities Act of , as amended, and Section 21E of the Securities Exchange Act of , as amended.
These forward-looking statements are based upon management's beliefs, assumptions and expectations of PRA's future operations and economic performance, taking into account currently available information. These statements are not statements of historical fact. The forward-looking statements in this press release are based upon management's beliefs, assumptions and expectations of PRA's future operations and economic performance, taking into account currently available information. Forward-looking statements involve risks and uncertainties, some of which are not currently known to PRA.
Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of today. Information in this presentation may be superseded by recent information or statements, which may be disclosed in later press releases, subsequent filings with the Securities and Exchange Commission or otherwise. Subscribe via RSS. Subscribe via ATOM. PRA Group, Inc. Register Sign In. Email Print Friendly Share.
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Use the phone numbers and conference ID above to access the replay by phone. As a leader in the U. PRA returns capital to banks and other creditors that helps expand financial services for consumers. PRA collaborates with its customers to create affordable, realistic debt repayment plans.
PRA also provides a broad range of fee-based services to local governments and law enforcement, auto lenders and insurers, businesses and institutional investors, global hedge funds, and U. PRA employs more than 3, employees and is headquartered in Norfolk, Virginia.
Aktiv Kapital is a company specializing in the acquisition and servicing of non-performing consumer loans for more than 7 million customers in 15 markets across Europe and in Canada. Aktiv Kapital employs more than people and is headquartered in Oslo, Norway.
For more information, please visit www. Statements made herein which are not historical, including Portfolio Recovery Associates' PRA's or its management's intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future, including, but not limited to, statements with respect to future revenue and earnings, and statements with respect to future contributions of Aktiv Kapital; our ability to successfully, if ever, complete the acquisition of Aktiv Kapital; our ability to fully realize the expected benefits of the acquisition of Aktiv Kapital; the ability of Aktiv Kapital, or of any of PRA's subsidiaries, to contribute to earnings and future portfolio-purchase opportunities, all of which, are forward-looking statements within the meaning of Section 27A of the Securities Act of , as amended, and Section 21E of the Securities Exchange Act of , as amended.
These forward-looking statements are based upon management's beliefs, assumptions and expectations of PRA's future operations and economic performance, taking into account currently available information. These statements are not statements of historical fact. The forward-looking statements in this press release are based upon management's beliefs, assumptions and expectations of PRA's future operations and economic performance, taking into account currently available information.
Forward-looking statements involve risks and uncertainties, some of which are not currently known to PRA. Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of today. Information in this presentation may be superseded by recent information or statements, which may be disclosed in later press releases, subsequent filings with the Securities and Exchange Commission or otherwise.
Subscribe via RSS. Subscribe via ATOM. PRA Group, Inc. Additional security. This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party. As required by Section 61 2 of the Norwegian Financial Contracts Act , the following information is given to each Guarantor:.
The obligations of each Guarantor shall furthermore be limited to such mandatory provisions of law applicable to such Guarantor limiting the legal capacity or ability of the relevant Guarantors to grant a guarantee hereunder, it being understood by each Guarantor that if a limitation no longer is applicable such limitation will no longer be applicable to the guarantee set out herein.
If a payment by a Guarantor has been made in contravention of the limitations contained in Clause Norwegian limitations. The limitations set out in paragraph a above shall apply mutatis mutandis to any Security provided by any Norwegian Guarantor under the Finance Documents and to any guarantee, undertaking, obligation, indemnity and payment, including but not limited to distributions, cash-sweeps, credits, loans and set-offs, pursuant to or permitted by the Finance Documents in relation to a Norwegian Guarantor;.
If a payment or the honouring of any Security by a Norwegian Guarantor has been made in contravention of the limitations contained in this Clause 11, the Finance Parties shall not be liable for any damages in relation thereto, and the. If any limitation is no longer applicable as a mandatory provision under Norwegian law, such limitation will no longer apply to the Guarantee or Security provided by a Norwegian Guarantor. Austrian limitations. No reduction of an amount enforceable hereunder pursuant to these limitations will prejudice the rights of the Finance Parties or the Agent acting for and on behalf of the Finance Parties to continue enforcing their or his rights under this guarantee subject.
Swiss Limitations. Immediately after having been requested to perform the Restricted Obligations under the Finance Documents, the Swiss Guarantor shall i perform any obligations which are not affected by the above limitations, and ii in respect of any balance, if and to the extent requested by the Facility Agent or required under then applicable Swiss law, provide the Facility Agent with an interim balance sheet audited by the statutory auditors of the Swiss Guarantor setting out the Maximum Amount, take any further corporate and other action as may be required by the Facility Agent such as board and shareholders' approvals and the receipt of any confirmations from the Swiss Guarantor's statutory auditors and other measures required to allow the Swiss Guarantor to make the payments agreed hereunder with a minimum of limitations and, immediately thereafter, pay up to the Maximum Amount to the Facility Agent.
In relation to payments made hereunder in satisfaction of Restricted Obligations, the Swiss Guarantor shall:. For the avoidance of doubt, where a deduction for Swiss Withholding Tax is required pursuant to paragraph c above, the obligations of the Obligors under Clause 6. If the enforcement of Restricted Obligations would be limited due to the effects referred to in this Clause German limitations. To the extent that the guarantee and indemnity created under this Clause 11 the " Guarantee " is granted by a German guarantor incorporated in Germany as a limited liability company GmbH each a " German Guarantor " and the Guarantee of the German Guarantor guarantees amounts which are owed by direct or indirect shareholders of the German Guarantor or Subsidiaries of such shareholders with the exception of Subsidiaries which are also Subsidiaries of the German Guarantor , the Guarantee of the German Guarantor shall be subject to the limitations set out in the following paragraphs of this Clause In relation to any other amounts guaranteed, the Guarantee of the German Guarantor remains unlimited.
Subject to paragraphs d to n below, the Agent shall not be entitled to enforce the Guarantee to the extent that the German Guarantor demonstrates before the enforcement that such enforcement has the effect of:. If the Agent disagrees with the Management Determination, the Agent acting on behalf of the Finance Parties shall nevertheless be entitled to enforce the Guarantee up to such amount, which is undisputed between itself and the relevant German Guarantor in accordance with the provisions of paragraph e above, provided that the Agent may only distribute any proceeds of such enforcement to any other Finance Party in accordance with the relevant provisions of this Agreement after receipt, and, subject to paragraph l below, on the basis of, the Auditor's Determination as defined below.
In relation to the amount which is disputed, the Agent and such German Guarantor shall instruct a firm of auditors of international standing and reputation to determine within 45 calendar days or such longer period as has been agreed between the Company and the Agent from the date the Agent has contested the Management Determination in writing to the relevant German Guarantor i the amount of the German Guarantor's Net Assets and ii to what extent the demanded payment would lead to the occurrence of a Limitation Event the " Auditor's Determination ".
If the Agent and the German Guarantor do not agree on the appointment of a joint auditor within five 5 Business Days from the date the Agent has disputed the Management Determination in writing to the relevant German Guarantor, the Agent shall be entitled to appoint auditors of international standing and reputation in its reasonable discretion.
Without prejudice to paragraph l below, the amounts determined in the Auditor's Determination shall. The costs of the Auditor's Determination shall be borne by the Borrowers. If the amount which is enforceable under the Guarantee as determined by the Auditor's Determination calculated as of the date the demand under the Guarantee was made and in accordance with paragraph d above is lower than as determined by the Management Determination the excess amount, the " Excess Amount " , but the Guarantee has been enforced on the basis of the amount determined by the Management Determination, then the Agent acting on behalf of the Finance Parties shall, within five 5 Business Days of receipt by the Agent of a written demand from the relevant German Guarantor.
For the avoidance of doubt, each Finance Party shall only be liable to return such portion of the Excess Amount actually received and, in the case of the Agent, not on-paid by it and nothing set out in this paragraph g shall establish any joint and several liability of the Finance Parties in respect of any Excess Amount. If pursuant to the Auditor's Determination the amount payable under the Guarantee is higher than set out in the Management Determination the relevant German Guarantor shall pay the difference to the Finance Parties within five 5 Business Days after receipt of the Auditor's Determination.
If the German Guarantor intends to demonstrate that the enforcement of the Guarantee would lead to the occurrence of a Limitation Event, then the German Guarantor shall, if the Agent so requests acting upon instruction of the Majority Lenders each such request a " Realisation Request " , within two Months or such longer period as the Agent may specify following receipt by the German Guarantor of the Realisation Request, realise at arm's length terms to the extent necessary to satisfy the amounts demanded under this Guarantee any and all of its assets that:.
If the German Guarantor has not realised the Relevant Assets within two Months following the Agent's Realisation Request the " Realisation Period " but delivered a Management Determination to the Agent, and A has omitted to undertake reasonable endeavours to effect such realisation or B has not provided reasonably detailed evidence to the Agent that it has undertaken reasonable endeavours to effect such realisation, until the last day of the Realisation Period, the Agent may instruct the auditor instructed to prepare the Auditor's Determination to prepare within fifteen calendar days an Auditor's Determination regardless whether an Auditor's Determination has already been provided , taking into account any not realised Relevant Assets at 70 per cent.
Without prejudice to paragraph l below, the amounts determined in that Auditor's Determination shall be except for manifest error binding for all Parties. The costs of that Auditor's Determination shall be borne by the Borrowers. The Limitation on Enforcement does not affect the right of the Finance Parties to claim again any outstanding amount at a later point in time if and to the extent that paragraph b would allow this at that later point.
The Limitation on Enforcement does not apply in relation to amounts that correspond to funds that have been on-lent to the relevant German Guarantor or any of its Subsidiaries. This Clause The restrictions under this Clause Spanish limitations. The limitation set out in paragraph a above shall apply mutatis mutandis to any security created by any Obligors incorporated in Spain under the Security Documents and to any guarantee, undertaking, obligation, indemnity and payment, including but not limited to distributions, cash sweeps, credits, loans and set-offs, pursuant to or permitted by the Finance Documents and made by each such Obligor.
Polish Limitations. The guarantee and the liability of any Guarantor incorporated in Poland under this guarantee shall:. The limitation in this subparagraph will not apply if one or more of the following circumstances occur:. Security Documents. The Secured Obligations shall be secured by the interests and rights granted to the Finance Parties under the Security Documents.
Such security shall rank with first priority and consist of:. Hedging Agreements. All obligations and liabilities of any Group Company to any Lender under or in connection with any Hedging Agreement or the Overdraft Facility shall be treated, for all purposes other than Clauses Additional Guarantor.
Any company which is or becomes a Portfolio Owner or a Collection Company shall become an additional Guarantor and shall as soon as reasonably practicable execute and deliver an Accession Agreement to the Facility Agent together with all the documents referred to in the schedule to that Accession Agreement, each in form and substance reasonably satisfactory to the Facility Agent.
Each Finance Party hereby irrevocably authorises the Facility Agent to execute on its behalf Accession Agreements delivered to the Facility Agent by a Group Company in accordance with the terms of this Clause Additional Security. The Borrowers shall procure that a company which is or becomes a Portfolio Owner or a Collection Company subject to as set out in b below or becomes a Portfolio Owner or a Collection Company shall as soon as reasonably practicable grant the relevant Transaction Security and the Borrowers shall procure that the relevant Transaction Security is granted and perfected over the shares of that Portfolio Owner or Collection Company, as security for the Secured Obligations.
The Borrowers shall procure that the Original Collection Companies shall grant the relevant Transaction Security including any relevant documents as set out in Schedule 5, and that the relevant Transaction Security is granted and perfected over the shares of the Original Collection Companies at the earlier of i 28 February , ii upon being transferred to the Borrowers in accordance with the Restructuring, and iii upon becoming Portfolio Owners provided in i and ii that they are Collection Companies at that point.
Special provision on Spanish enforcement procedures. Accounts of the Security Agent and of the Lenders. For the purposes of enforcing or foreclosing, pursuant to Spanish law, this Agreement including any Guarantee provided by any Guarantor incorporated in Spain pursuant to Clause 11 or under the Security Documents , the Security Agent, in its capacity as such and on behalf of the Lenders , shall open and maintain a special credit facility account in its books on behalf of the Obligors, from which all interest, fees, expenses, default interest, additional costs and any other amounts that the Obligors owe to the Lenders under the Finance Documents will be debited and into which all amounts received by or on account of the Lenders from the Obligors under the Finance Documents will be credited, so that the balance of the credit account represents the amount owed from time to time by the Obligors to the Lenders.
In addition to the account referred to in the preceding Clause, each Lender shall open and maintain a special account in its records equivalent to that described above, into which the interest, fees, expenses, default interest, additional costs and any other amounts that the Obligors owe to the Lender hereunder will be debited and into which all amounts received by the Lender from the Obligors under the Finance Documents shall be credited, so that the sum of the balance of the credit account represents the amount owed from time to time by the Obligors to the Lender.
In the event of assignment as provided in Clause 23, the assignor will totally or partially cancel the referenced accounts, with corresponding accounts to be opened by the assignee. Any failure to keep the records referred to in the two preceding Clauses or any error in doing so will not, however, limit or otherwise affect the obligation of the Lenders to pay any amount owed pursuant to the Finance Documents.
Determination of outstanding balance. If any of the events of termination by maturity or acceleration of the Facility occurs, the Security Agent or, if applicable, a Lender who brings the action separately, will settle the accounts referred to in Clause For the purposes of enforcement in judicial or extrajudicial proceedings, it is expressly agreed that the balance of the accounts referred to in Clause The Security Agent or, if applicable, the relevant Lender, shall give advance notice to the Borrowers of the amount due as a result of the settlement.
In the event that the Lenders or, if applicable, the Lender who brings the action separately, decide to commence the ordinary enforcement proceedings contemplated under articles et seq. Therefore, the following will be sufficient for the commencement of summary proceedings:. All taxes, expenses and duties that accrue or incurred by reason of the notarial instruments referred to in the preceding Clause will be satisfied by the Borrowers.
Representations and warranties. Each Obligor makes the representations and warranties set out in this Clause 13 to each Finance Party, in respect of itself. Each Group Company, except for the Polish Securitzation Funds, is a limited liability company duly incorporated with perpetual corporate existence under the laws of the jurisdiction of its incorporation, and it possesses the capacity to sue and be sued in its own name and has the power to carry on its business and to own its property and other assets.
Powers and authority. Each Group Company, where applicable, has the power to execute, deliver and perform its obligations under the Finance Documents and to carry out the transactions contemplated by those documents and all necessary corporate, board, management body, shareholder and other action has been or will be taken to authorise the execution, delivery and performance of the same.
Binding obligations. Subject to the Reservations, the obligations of each Group Company under the Finance Documents constitute its legal, valid, binding and enforceable obligations. The execution, delivery and performance by each Group Company of the Finance Documents do not:.
No default. No Group Company is nor would be with any of the giving of notice, the lapse of time, the determination of materiality, or the satisfaction of any other condition , in breach of or in default under any agreement or arrangement to which it is a party or which is binding on it or any of its assets in a manner or to an extent which is likely to have a Material Adverse Effect.
No action, litigation, arbitration or administrative proceeding has been commenced or is pending or, as far as each Obligor is aware, threatened against any Group Company which, if decided adversely, is likely to have a Material Adverse Effect, nor is there subsisting any unsatisfied judgement or award given against any of them by any court, arbitrator or other body. Accounts and projections.
Each of the Accounts prepared of each Group Company required to be delivered under Clause No Encumbrance other than a Permitted Encumbrance exists over all or any part of the assets of any Group Company. No Encumbrances created. The execution of the Finance Documents by the Obligors and the exercise of each of their respective rights and the performance of each of their respective obligations under the Finance Documents will not result in the creation of, or any obligation to create, any Encumbrance over or in respect of any of their assets other than pursuant to the Finance Documents.
Stamp duties. Financial year. The financial year of each Group Company is the calendar year. Corporate structure. On the date of the Agreement:. The details of Borrowers and its Subsidiaries set out in Schedule 7 are accurate and complete in all respects. Save as specified in Schedule 7, no person has any interest in including but not limited to any right of pre-emption, option to acquire or the equivalent the shares of any Group Company other than over the shares in the Borrowers.
No Group Company has any interest in any person in respect of which the liability of that Group Company in respect of the obligations of that person is unlimited. Each of the Group Companies other than the Borrowers set out in Schedule 7 is, unless otherwise expressly stated in Schedule 7, owned to per cent votes and capital.
Intellectual Property Rights. The Group Companies own or have the legal right to use all of the Intellectual Property Rights which are material to the conduct of the business of any Group. Company or are required by any Group Company in order for it to carry on its business. The operations of each Group Company do not infringe, or are not likely to infringe, any Intellectual Property rights held by any third party, which infringement if ruled against the company is likely to have a Material Adverse Effect.
There exists no actual or threatened, as far as each Obligor is aware, infringement by any third party of any Intellectual Property Rights relating to the business of any Group Company or any event likely to constitute such an infringement, which infringement if ruled against the company is likely to have a Material Adverse Effect.
All Intellectual Property Rights owned by a Group Company are subsisting and no act has been done or omitted to be done and no event has occurred or, is likely to occur which has or could reasonably be expected to render any Intellectual Property Rights subject to revocation, compulsory licence, cancellation or amendment, which event is likely to have a Material Adverse Effect. Ownership of Assets. Save to the extent provided for in this Agreement or disposed of without breaching the terms of any of the Finance Documents, each Group Company has good title to or valid leases or licences of or is otherwise entitled to use and permit other Group Companies to use all assets necessary to conduct its business in all material ways.
Subject to the Reservations, the Security Documents create the Encumbrance they purport to create with the priority stated therein and are not liable to be avoided or otherwise set aside on the liquidation, administration, bankruptcy or equivalent of the Group Company party to them. Each Group Company is the owner of the assets of each member of the Group which it pledges or purports to pledge pursuant to any of the Security Documents.
The assets pledged or purported to be pledged pursuant to the Security Documents are all fully paid as applicable , are pledged by way of first ranking pledge if not otherwise expressly stated in this Agreement and are not subject to any option to purchase, pre-emption rights, right of first refusal or similar rights and, represent all of the issued share capital of the relevant company.
Deduction of Tax and no filing or Stamp taxes. It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender. Pari passu ranking. Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
No Residency. No material adverse change. There has been no change in the financial condition, operations, assets, business, properties or prospects of the Group since the date of the most recent annual Accounts of the Group, which has, or is reasonably likely to have, a Material Adverse Effect.
For the purposes of paragraph a above, each Swiss Obligor shall assume that the aggregate number of Lenders which are Swiss Non-Qualifying Banks is 10 ten. It is not and none of its Subsidiaries is materially overdue in the filing of any Tax returns and it is not and none of its Subsidiaries is overdue in the payment of any amount in respect of Tax. No claims or investigations are being, or are reasonably likely to be, made or conducted against it or any of its Subsidiaries with respect to Taxes.
It excluding the Swiss Branch is resident for Tax purposes only in its Original Jurisdiction and does not act through a permanent establishment in a jurisdiction or country different from the Original Jurisdiction. Anti-corruption law.
Each member of the Group has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. Centre of main interest. All the legal requirements of the Luxembourg law of 31 May , as amended, regarding the domiciliation companies have been complied with by the Borrower. The representations and warranties set out in Clause Information undertakings.
The undertakings in this Clause Financial Statements. The Borrowers shall supply to the Facility Agent in sufficient copies for all the Lenders:. On a quarterly basis, ERC calculations in accordance with Clause Information: miscellaneous. The Obligors shall promptly upon becoming aware of them provide to the Facility Agent such other information of details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions Laws by any Sanctions Authority against it, any of its direct or indirect owners, Subsidiaries, other member of the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives, as well as information on what steps are being taken with regards to answer or oppose such.
The Obligors shall promptly upon becoming aware that it, any of its direct or indirect owners, Subsidiaries or other members of the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives has become or is likely to become a Restricted Party.
Repurchases of Loan Portfolios. The Borrowers shall promptly inform the Agent of any exercise of any repurchase right and provide reasonably detailed information concerning the background for. The repurchase would lead to the aggregate amount of repurchases for the previous 12 month period exceeding USD 5,,; or.
The repurchase is initiated on the basis of a breach or alleged breach of law or regulation by a Borrower or any of its Subsidiaries. The Borrowers shall in connection with the delivery of each Compliance Certificate report the aggregate amount of repurchases of Loan Portfolios during the relevant reporting period.
Compliance certificates. The Compliance Certificate referring to the Quarter ending Accounting Principles. The Borrowers shall ensure that all Accounts and other financial information submitted to the Facility Agent have been prepared in accordance with the Accounting Principles. The Accounts will not need to include notes unless required by the Facility Agent.
Default, litigation, etc. The Borrowers shall promptly, upon becoming aware of the same, notify the Facility Agent of:. Management presentations, etc. The Borrowers shall. However, such request can only be made once a year. Claims from sellers of Approved Loan Portfolio. The Borrowers shall report to the Facility Agent any additional claims a seller of an Approved Loan Portfolio makes on the cash flow from the Approved Loan Portfolio after the settlement date of the acquisition of such Approved Loan Portfolio.
Positive undertakings. Each Obligor shall and the Borrowers shall ensure that each member of the Group will pay and discharge all Taxes and governmental charges payable by or assessed upon it prior to the date on which the same become overdue unless, and only to the extent that, such Taxes and charges shall be contested in good faith by appropriate proceedings, pending determination of which payment may lawfully be withheld, and there shall be set aside adequate reserves with respect to any such Taxes or charges so contested in accordance with the Accounting Principles.
Each Obligor shall and the Borrowers shall ensure that each member of the Group will maintain insurances of such types, in such amounts and against such risks as are maintained by prudent companies carrying on business comparable with that of the relevant Group Company. Each Obligor shall and the Borrowers shall ensure that each member of the Group will obtain, maintain and comply with the terms of any authorisation, approval, licence, consent, exemption, clearance, filing or registration required:.
Each Obligor shall and the Borrowers shall ensure that each member of the Group will upon reasonable notice being given to the Borrowers by the Facility Agent, and not more than once a calendar year, permit the Facility Agent and any person such as but not limited to an accountant, auditor, lawyer, valuer or other professional adviser of the Facility Agent authorised by the Facility Agent to have, to a reasonable extent and at all reasonable times during normal business hours, access to the premises, sites or property of any Group Company and the right to discuss the affairs of each Group Company with the senior management of the relevant Group Company.
Ranking of obligations. Each Obligor shall and the Borrowers shall ensure that each member of the Group will ensure that its obligations under the Finance Documents to which it is a party shall at all times rank at least pari passu with all its other present and future unsecured and unsubordinated Indebtedness except for any obligations which are mandatorily preferred by law. Further documents. Each Obligor shall and the Borrowers shall ensure that each member of the Group will at the reasonable request of the Facility Agent, do or procure the doing of all such things and execute or procure the execution of all such documents as are, in the reasonable opinion of the Facility Agent or the Security Agent, necessary to ensure that the Facility Agent or the Security Agent and the other Finance Parties obtain, maintain and protect all their rights and benefits under the Finance Documents and maintain perfected security interests as contemplated under the Security Documents.
The Borrowers shall always comply with the Hedging Strategy delivered pursuant to Clause 4. Each Obligor shall and the Borrowers shall ensure that each member of the Group will take all necessary action to protect, maintain and keep in full force and effect all the rights and benefits of each Group Company and ensure that the Group has full legal ownership in relation to any Intellectual Property Rights which is material to such Group Company. Each Obligor shall and the Borrowers shall ensure that each member of the Group will comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect and each Obligor shall also and the Borrowers shall ensure that any Subsidiary or other members of the Group will at all times comply with all Sanctions Laws.
Each Obligor shall ensure that none of them, nor any of their Subsidiaries or any other member of the Group, respective directors, officers, employees, and, to the best of their ability agents or representatives or any other persons acting on any of their behalf, is or will become a Restricted Party.
Maintenance of status. Unless otherwise expressly permitted under this Agreement, each Obligor shall and the Borrowers shall ensure that each Group Company will do all things necessary to maintain its corporate existence save only as contemplated under the Restructuring. The Borrowers shall ensure that each Group Company is audited by the Auditors. Collection Company. The Borrowers shall ensure that each Portfolio Owner has entered into a Service Agreement to the extent collection is not provided by the Portfolio Owner itself and each Portfolio Owner shall procure or ensure that the Collection Company under the Service Agreement undertakes to remit all amounts received under a Loan Portfolio in segregated client accounts.
The Borrowers shall ensure that no material change in the mandate structure of the Service Agreements will occur. For the purposes of paragraph a above, each Swiss Obligor shall assume that the aggregate number of Lenders which are Swiss Non-Qualifying Bank is 10 ten. Ownership of Loan Portfolio. The Borrowers shall procure that each relevant Portfolio Owner is the sole legal and beneficial owner of:. For the avoidance of doubt, the Polish Securitization Funds shall be the sole legal and beneficial owner of the cash flow from the relevant Existing Loan Portfolios and Approved Loan Portfolios.
The BAWAG Portfolio, Eisberg Portfolio and the German Portfolio all as set out in Schedule 8 , provided that they shall be beneficially wholly owned by the respective Portfolio Owner and that no change in ownership, ownership structure or legal status and no substantial change in the agreements relating to the ownership of these, shall occur in relation to these from what has been presented to and approved by the Agent; and.
The Borrower undertakes that;. Simplified IFRS procedure. The Borrower undertakes to deliver to the Agent, in form and substance satisfactory to the Agent, the description of the simplified IFRS procedure 10 days before the delivery of the Financial Statements in Clause 4. Negative undertakings. Negative Pledge. Change of business. No Obligor shall and the Borrowers shall ensure that no other member of the Group will make any substantial change to the ordinary business of any member of the Group or the Group as a whole being sale, purchase and collection of Loan Portfolios or the business of AK Nordic from that carried on at the date of this Agreement.
For the avoidance of doubt, Non-Recourse Companies may invest in assets other than those which are invested in as a part of the general nature or scope of the business of the Group as a whole. No Obligor shall and the Borrowers shall ensure that no member of the Group will pay any fees or commissions to any person other than:.
No financial support. No Obligor shall and the Borrowers shall ensure that no member of the Group will make any financial support including but not limited to provision of loans, credit, guarantees, comfort letters, future commitments , other than:. Restructuring Intra-Group Loans,;. Injection of equity or granting of shareholder loans in respect of the shareholder loans on terms and conditions acceptable to the Facility Agent on behalf of the Majority Lenders by the Borrowers to a Non-Recourse Company provided that;.
No Obligor except for the Collection Companies shall and the Borrowers shall ensure that no member of the Group will incur or permit to subsist any Indebtedness other than Permitted Indebtedness. The Borrowers shall ensure that no Collection Company shall incur or permit to subsist any Indebtedness other than Indebtedness arising by operation of law or in the ordinary course of business.
Cash Pool Agreement. The Borrowers shall procure that funds which according to applicable law shall be held on a separate account or otherwise, shall not be transferred to any Cash Pool Account. Merger and Acquisitions etc. Unless agreed by the Facility Agent acting on the instructions of the Majority Lenders , no Obligor shall and the Borrowers shall ensure that no member of the Group will i enter into any amalgamation, de-merger, merger, reconstruction, combination, arrangement and plan of arrangement or similar transaction, or ii acquire any business of, or shares or securities of, any company including but not limited to any shares in an unlimited liability person or the equivalent or start up or enter into any joint venture or other legal entity irrespectively of whether the liabilities of such joint venture or person is unlimited except for:.
Transactions similar to security. Accounting and Auditors. No Obligor shall and the Borrowers shall ensure that no member of the Group will :. Change its Accounting Reference Date;. Corporate Structure. No Obligor shall and the Borrowers shall ensure that no member of the Group will change the corporate structure as set out in Schedule 7 Group Structure , except as set out in the Restructuring of the Group.
Ownership of Portfolio Owners. The Borrowers shall ensure that all Portfolio Owners shall be, directly or indirectly, wholly owned by the Borrowers. Licencing requirements. Neither the Borrowers, nor any of its Subsidiaries shall engage in business subject to any licence requirement unless such licence s are obtained and operated in accordance with the relevant requirements.
Management Agreement. Compliance with laws. Each Obligor shall and the Borrowers shall ensure that each member of the Group will comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect, each Obligor shall also and the Borrowers shall ensure that any Subsidiary or other members of the Group will at all times comply with all Sanctions Laws. Each Obligor shall ensure that none of them, nor any of their Subsidiaries or other members of the Group, respective directors, officers, employees, and, to the best of their ability agents or representatives or any other persons acting on any of their behalf, is or will become a Restricted Party.
Financial undertakings. Financial definitions. In this Clause The financial undertakings set out in Clause ERC Ratio. The minimum ratio could be breached up to three times during the lifetime of this Agreement, provided that:. GIBD Ratio. The Borrowers shall ensure that the GIBD Ratio of the Group measured on a consolidated basis using the Accounting Principles at all times, unless the Facility Agent acting on the instructions of the Majority Lenders otherwise agrees, does not exceed 3,,0.
Change in accounting principles. If during the Security Period the accounting principles applied in the preparation of any of the Accounts shall be different from the Accounting Principles, or if as a result of the introduction or implementation of any accounting standard or any change in them or in any applicable law such accounting principles are required to be changed, the Borrower shall promptly give notice to the Facility Agent of that change, determination or requirement.
If the Facility Agent or Borrower believes that the financial undertakings set out in this Clause If the Borrower and the Facility Agent cannot agree such amended financial undertakings within thirty 30 days of that notice, the Borrower shall prepay any amount outstanding under the Finance Documents within ninety 90 days after the Facility Agent has provided the Borrower with a prepayment notice. Each of the events or circumstances set out in Clause 15 is a Default whether or not caused by any reason whatsoever outside the control of the Obligor or any other person.
An Obligor does not pay on the due date any amount payable by it under a Finance Document at the place and in the currency and funds in which it is expressed to be payable, unless the failure to pay such amount is due solely to administrative or technical delays and such amount is paid within five 5 Business Days after a notice from the Facility Agent.
Financial Undertakings. Any requirement in Clause Other defaults. Any Obligor breaches any of its obligations under any Finance Document other than the obligations referred to in Clause Breach of representation or warranty. Any representation or warranty made or deemed to be repeated by any Group Company under any Finance Document is incorrect when made or deemed to have been repeated and if that breach is capable of remedy and it is not remedied within thirty 30 days after notice of that breach has been given by the Facility Agent to the Borrowers.
Any Indebtedness which for the purpose of this clause shall include the Lone Star Equity Commitment other than Indebtedness under a Finance Document of all or any of the Group Companies in excess of, in aggregate, USD 2,, or equivalent in other currencies :.
Attachment or distress. A creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced upon or sued out against, any of the assets of any Group Company having a value of at least USD 2,, or equivalent in other currencies and such process is not proved to the reasonable satisfaction of the Majority Lenders to be frivolous or vexatious and is, in any event, not discharged within thirty 30 days of its presentation or challenged on grounds reasonably satisfactory to the Majority Lenders.
Inability to pay debts. Any Group Company:. A moratorium is declared in respect of any indebtedness which for the purpose of this clause shall include the Lone Star Equity Commitment of an Obligor. If a moratorium occurs, the ending of the moratorium will remedy any Default caused by that moratorium.
Insolvency proceedings. Any person takes any action or any legal proceedings are started or other steps taken including the presentation of a petition for:. Adjudication or appointment. Any adjudication, order or appointment is made under or in relation to any of the proceedings referred to in Clause Analogous proceedings. Any event occurs or proceeding is taken with respect to any Group Company in any jurisdiction to which it is subject which has an effect equivalent or similar to any of the events mentioned in Clause Cessation of business.
Any Group Company suspends, ceases or threatens to suspend or cease to carry on all or a substantial part of its business other than in relation to a merger with another Group Company in accordance with this Agreement or otherwise approved by the Facility Agent as instructed by the Majority Lenders. Invalidity or repudiation. Any of the Finance Documents ceases to be in full force and effect in any material respect or A ceases to constitute the legal, valid and binding obligation of any Group Company party to it, or B in the case of any Security Document, fails to provide valid and enforceable security in favour of the Security Agent and the Finance Parties over the assets in relation to which security is intended to be given.
It is unlawful for any Group Company to perform any of its material obligations under any of the Finance Documents. Any Group Company repudiates any of its obligations under any Finance Document. Regulatory Proceedings.
Any regulatory or other proceedings are instigated by any competition or similar authority including the Competition Authority and the European Commission as a result of the Finance Documents having been entered into or implemented and the same has, or is likely to have, a Material Adverse Effect. Any litigation, arbitration or administrative proceeding is commenced by or against any Group Company which is reasonably likely to be resolved against the relevant Group Company and if so resolved, is likely to have a Material Adverse Effect.
Mandatory Liquidation Event. AK Nordic or any other Group Company holding licenses does not comply with the relevant licence requirements it is subject to at any one time. Material adverse change. Any event or series of events occurs which, in the reasonable opinion of the Majority Lenders, has or is likely to have a Material Adverse Effect.
Unlawfulness and invalidity. It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or any security created or expressed to be created or evidenced by the Security Documents ceases to be effective or becomes unlawful.
Any obligation or obligations of any Obligor under any Finance Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents. Any Finance Document ceases to be in full force and effect or any Security created or intended to be created under the Security Documents or any subordination required pursuant to this Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it other than a Finance Party to be ineffective.
Acceleration, etc. Each Agent and each Lender may set off any matured obligation owed by an Obligor under any Finance Document against any obligation whether or not matured owed by the relevant Agent or the relevant Lender to that Obligor, or to another Obligor to the extent permissible pursuant to law regardless of the place of payment, booking branch or currency of either obligation.
If the obligations are in different currencies, the relevant Agent or the relevant Lender may convert either obligation at the relevant spot rate of exchange of the Facility Agent or the relevant Lender, as the case may be, for the purpose of the set off. Legal proceedings. Notwithstanding Clause Reversal of redistribution. If any Excess Amount subsequently has to be wholly or partly refunded to an Obligor by a Sharing Lender which has paid an amount equal to that Excess Amount to the Facility Agent under Clause Each Finance Party shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purpose of this Clause Appointment and duties.
Each Lender irrevocably appoints the Agents to act as its agents in connection with the Facility and the Finance Documents and irrevocably authorises each Agent on its behalf to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the Finance Documents together with any other incidental rights, powers and discretions. An Agent shall have no duties or responsibilities except those expressly set out in the Finance Documents.
As to any matters not expressly provided for, the Agent shall act in accordance with the instructions of the Majority Lenders but in the absence of any such instructions shall not be obliged to act. Any such instructions, and any action taken by each Agent in accordance with those instructions, shall be binding upon all the Lenders. Each Agent may:. The Security Agent is hereby irrevocably authorised by the Facility Agent, the Bookrunner and the Lenders to sign and execute on behalf of such party all and any Finance Document including any appendices or documents relating thereto.
To that effect, each of the Lenders may grant as many private and public documents including certificates and notarial powers of attorney duly apostilled and comply with as many formalities as may be necessary or convenient under each relevant jurisdiction. The Facility Agent is hereby irrevocably authorised by the Security Agent, the Bookrunner and the Lenders to sign and execute on behalf of such party all and any Finance Document including any appendices or documents relating thereto.
The Security Agent is hereby irrevocably authorised by the Lenders to sign and execute on behalf of the Lenders all and any agreements on registered pledge s governed by Polish law and exercising the rights and obligations of the pledgee in its own name but on behalf of all Lenders.
Dynamic chart. Our Services. MarketScreener Portfolios. Add to my list. Aktiv Kapital signed 29 April a contract with a major financial institution in UK acquiring a non-performing loans portfolio. The portfolio consists of approx. The major part of the portfolio will be serviced from Aktiv Kapital's operation in Bromley, outside London.
We appreciate that price expectations now are more in line with the underlying value of the portfolio. Previously we have stated that portfolio prices have been at unrealistic levels, and this transaction confirms for us that the market has reached sustainable levels. Aktiv Kapital has operations in 9 countries, and is one of Europe's and Canada's largest investor of non-performing consumer credits. Aktiv Kapital had in an operating revenue of NOK 1 million.
Within the Portfolio segment Aktiv Kapital had approximately paying customers in For more information about Aktiv Kapital, please visit www. Period : Day Week. Sector and Competitors. More Results. All rights reserved. Log in E-mail. Most relevant. All News. Press Releases. Official Publications. Sector news. You can enter multiple email addresses separated by commas. More news. Duration : Auto. PRA, based in Norfolk, Va. Aktiv Kapital will provide PRA immediate access to sellers of consumer debt in new markets beyond the U.
PRA may choose to use other debt instruments to expand, replace or pay down any of these financing options, company officials said. The transaction is expected to close in the second quarter. Until then, both PRA and Aktiv Kapital will continue to source and purchase consumer debt as stand-alone companies in their respective markets, while servicing customers ready to pay back their debt.
Earlier this month, PRA announced the acquisition of certain operating assets from Pamplona Capital Management LLP, an investment manager that provides alternative investment platforms across private equity and single manager hedge fund investments. Community Banking. Credit unions. Log In.
Tags Consumer banking Debt collection. February 19, , p. EST 2 Min Read. Close extra sharing options. For reprint and licensing requests for this article, click here. Consumer banking Debt collection. Achieva Credit Union lands fourth merger in 10 years.
February 19, , p. EST 2 Min Read. Close extra sharing options. For reprint and licensing requests for this article, click here. Consumer banking Debt collection. Achieva Credit Union lands fourth merger in 10 years. Coast 2 Coast Financial Credit Union has agreed to join the Florida-based Achieva, which previously acquired two community banks. By Jackie Stewart. Credit cards. COVID-era credit card spending hits new high.
In a potentially good sign for credit unions, last week credit card spending reached its highest point since the start of the coronavirus pandemic, according to data from PSCU. The plan still lacks concrete details about standards banks must meet to earn high ratings, but the agency said the new methodology would end grade inflation and could penalize banks that underperform.
By Brendan Pedersen. Digital banking. This de novo wants to be the go-to bank for fintechs. CEO Wendy Cai-Lee says Piermont Bank can do it all for financial technology firms: be their commercial banker, be their banking-as-a-service provider and develop APIs and other cutting-edge products for them. Covering this stock for Needham, 5-star analyst Mayank Tandon — rated 66 overall out of more than 7, stock pros — is upbeat despite the recent turndown after the Q3 results.
Allegro is new to the stock markets, having held its IPO just this past October. Vijay Rakesh, 5-star analyst with Mizuho, is clearly bullish on this newly public company. Allegro's xMR sensors and power ICs drive technology platform leadership and enable better performance, accuracy, and control for the growing EV market and Industry 4. Out of 6 analysts polled in the last 3 months, all 6 are bullish on ALGM.
The company boasts over 55 major insurers and more than 62, providers incorporating its service into their networks, giving access to more than 80 million potential patients. AmWell is another newcomer to the markets. Over In its first quarter trading as a public company, AmWell reported several gains in key metrics.
And the company registered over 1. The increase was driven primarily by providers employed by, or affiliated with, AMWL's health systems and payor clients… As the number of providers on the network grows, so does the value of the network; network expansion makes it easier for patients to find the right provider and for providers to find the right patient.
By Bob Ciura with Sure Dividend. The U. The potential for a double-dip recession could bring about another downturn in the stock market. For risk-averse investors, it may make sense to buy high-quality dividend stocks in this climate of uncertainty. For this reason, we recommend income investors looking for stability, consider the Dividend Aristocrats.
Such a long track record of annual dividend increases proves a company's ability to withstand recessions. The following three stocks are all on the list of Dividend Aristocrats. Its most important individual product is Humira, a multi-purpose pharmaceutical that was the top-selling drug in the world last year.
AbbVie has performed very well over the course of Revenue was boosted by the Allergan acquisition, as well as growth from new products. The stock has a high dividend yield of 5. AbbVie stock also appears to be undervalued, trading for a price-to-earnings ratio of 9. This is a fairly low multiple for a highly profitable and growing business. AbbVie's low valuation is likely due to uncertainty regarding its flagship product Humira, which is now facing biosimilar competition in Europe and will lose patent protection in the U.
But AbbVie has long prepared for this by investing in its own new products, and by the Allergan acquisition. This means that if AbbVie's valuation expanded from 8. Walgreens has been under pressure on many fronts, not just the coronavirus pandemic but also from a longer-running downturn for physical retail. Internet-based retailers such as Amazon. This trend was already taking place heading into , and the coronavirus has only accelerated the shift to online shopping.
Still, Walgreens remains highly profitable and continues to grow sales. On October 15th, Walgreens reported Q4 and full-year results for the period ending August 31st, For the quarter, sales increased 2. On a per-share basis, adjusted EPS decreased For the fiscal year, sales increased 2.
The company anticipates a recovery in the upcoming year, with fiscal guidance that calls for low single-digit growth in adjusted EPS. Continuing to grow sales and earnings, albeit at a modest rate, would still allow Walgreens to increase its dividend each year, as it has done for 45 consecutive years. Shares yield 4. The company recorded more than 5 million total domestic wireless net adds along with over 1 million postpaid net additions.
Another promising growth catalyst is 5G rollout. This means valuation expansion could boost future shareholder returns by approximately 4. Including the 7. Benzinga does not provide investment advice. All rights reserved. If customers wanted to buy it, Jumia—often referred to as the Amazon of Africa—wanted to be able to sell it. It was similar to the way Amazon itself started first with books and CDs and then eventually an Amazon of nearly everything.
Berkshire Hathaway is the ultimate Warren Buffett stock. But is it a good buy? Here's what the earnings and chart show for Berkshire stock. The company has said it will adjust its dividend downward next year, by the amount of the dividend investors will get from their new holdings of Viatris.
Loewengart believes that a good approach for income-seeking investors is to focus on total return rather than dividend yield. Are US companies more valuable than they were before the pandemic ripped a hole in the global economy? General Motors holds the edge over Ford in a comparison of their electric car strategies, Morgan Stanley said. The Dow Jones and Nasdaq hit record highs amid a broad stock market rally.
Tesla, Nio and Boeing were notable winners. A Salesforce-Slack deal may be close. Scott St. Shares of General Electric Co. GE's stock rose 0. It has gained 8. On Oct. On Wednesday, Mittermaier said positive news this month on potential vaccines has already prompted a "rapid re-rating" of GE's stock, but he expected "further upside with the debate ultimately returning to where we left it off in February," he wrote in a research report to clients, given an upbeat outlook on free cash flow, aggressive debt pay downs and a vaccine-levered recovery in aviation, among other things.
Dow 30 29, Nasdaq 12, Russell 1, Crude Oil Gold 1, Silver CMC Crypto FTSE 6, Nikkei 26, Read full article.
The plan still aktiv kapital portfolio investment economic growth concrete Bank can do it all meet to earn high ratings, monetizes the service through the new methodology would end grade and other cutting-edge products for. Dow Jones futures fell Thursday services space that look attractive started to break out. Struktur union investment de Wendy Cai-Lee says Piermont free smartphone app for social posting and instant messaging, and but the agency said aktiv kapital portfolio investment economic growth upgrade that would allow it and Exchange Commission or otherwise. The sell-off gathered pace late low-interest savings accounts or bonds. Big banks are spending billions acknowledges that Momo is in a tight spot, but believes continued strength as the selling. Other stocks in the financial by cash collections mainly led momentum for fast gains, storing. Fears over tighter crypto regulation as AstraZeneca said it'll likely initiatives that never get off. There is also a buzz around Ethereum, the most-actively used blockchain in the world, which is set for a network bingelela investments clothing saeed sheikhani investment the net present value llc tfpm investments clothing prospect. These are major moves, that portend a new outlook at. After garnering more support from have been tapping several apparent fund providers, the rally in.de Cartagena, Spain) — Aktiv Kapital Portfolio AS, Oslo, branch in Zurich, formerly Aktiv Kapital Portfolio Investment v Angel Luis Egea Torregrosa (Reference Missing: economic growth. Active Capital Company invests in small- and medium sized companies headquartered We accelerate growth by investing in innovation through add-ons and product development working in 9 companies in our current portfolio across 20 countries Mels holds a Master´s degree in business economics from Maastricht. Feb 19, — PRA agreed to acquire the equity interest in Aktiv Kapital for and a platform for growing investment in and servicing of consumer debt across Europe. expectations of PRA's future operations and economic performance.