Legal Opinions on Guarantee
In the case of a guaranteed issue, the issuer and/or the guarantor must submit to the Exchange legal opinions from competent legal advisers from such jurisdictions as the Exchange shall require. Such opinions, which must be acceptable to the Exchange, shall confirm that:-(1) the guarantee or other security constitutes legal, valid and binding obligations of the guarantor in accordance with its terms;(2) the guarantor is, under the guarantee or other security, unconditionally and irrevocably liable for the due and punctual performance of the obligations of the issuer arising under any structured products as primary obligor in accordance with the terms and conditions of the structured products;(3) (1) and (2) above will not be affected in the event of the liquidation of the issuer, irrespective of the validity, regularity or enforceability of the structured products, any waiver or consent by a holder of that product, any consolidation, merger, conveyance or transfer by the issuer or other event which would afford to a guarantor relief, legal or equitable, from its obligations under the guarantee or other security, and(4) such other matter as the Exchange shall require depending on the circumstances of the issuer.
Where a guarantee is issued in relation to a specific structured product issue, the legal opinions must be submitted to the Exchange in draft form at the time of submission to the Exchange of the first proof of the listing document and a copy in its final form must be submitted to the Exchange at the closing of the issue.
Where a guarantee is intended to cover more than one issue of structured products issued pursuant to a base listing document of the issuer, the conditions in rule 15A.19 above will apply to the first structured product issue under the guarantee. The legal opinion must confirm that the conditions in rule 15A.18 will apply to all structured products issued pursuant to the base listing document during the period of the guarantee. The Exchange will not accept a guarantee as covering structured products issued one year or more from the date of the guarantee.