EX-99.3 4 tm238929d3_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

 

Execution Version

 

FOURTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 1

 

Date: March 6, 2023
   
To: QH Hungary Holdings Limited
  BAH Center | 2 Furj street, Building B, Ground fl.
  1124 Budapest, Hungary
  Attn: Balazs Horvath Dr
  T: +36 1 646 4638
  Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com
   
From: Royal Bank of Canada
   
Reference Number: To be advised.

 

The purpose of this Fourth Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on May 26, 2020 (the “Original Transaction”). This Fourth Amended and Restated Supplemental Confirmation, dated March 6, 2023, amends and restates in its entirety the Third Amended and Restated Supplemental Confirmation, dated August 10, 2022, which amended and restated in its entirety the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, which amended and restated in its entirety the Amended and Restated Supplemental Confirmation, dated March 9, 2021, which amended and restated in its entirety the Supplemental Confirmation, dated May 26, 2020 (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date, the Second Amendment and Restatement Date, the Third Amendment and Restatement Date and the Fourth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Fourth Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Fourth Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Fourth Amended and Restated Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 26, 2020 between Dealer and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Fourth Amended and Restated Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.

 

2.       The terms of the Transaction to which this Fourth Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: May 26, 2020
Fourth Amendment and Restatement Date: March 6, 2023
Third Amendment and Restatement Date: August 10, 2022
Second Amendment and Restatement Date: November 24, 2021
Amendment and Restatement Date: March 9, 2021
Prepayment Amount: USD 23,825,731.45
Prepayment Date: The first Currency Business Day on which all of the conditions specified in Section 4 of the Master Confirmation are satisfied or waived by Dealer and Counterparty satisfied its obligations under Section 6(d) of the Master Confirmation; provided that, if such conditions are first all satisfied or waived after 3:00 p.m., New York time, on a Currency Business Day, the Prepayment Date shall be the next following Currency Business Day.

 

 

 

 

First Amendment Payment Amount: USD 858,164. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date. For the avoidance of doubt, the First Amendment Payment Amount shall be netted against Dealer’s obligations to pay Counterparty the aggregate “Prepayment Amounts” under the March 2021 New Transactions.
First Amendment Payment Date: The “Prepayment Date” for the two Transactions under the Master Confirmation, each with a “Trade Date” that falls on the Amendment and Restatement Date (the “March 2021 New Transactions”).
Second Amendment Payment Amount: USD 641,983.70. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.
Second Amendment Payment Date: The second Currency Business Day following the Second Amendment and Restatement Date.
Third Amendment Payment Amount: USD 355,091.17. Counterparty agrees to pay Dealer the Third Amendment Payment Amount on the Third Amendment Payment Date.
Third Amendment Payment Date: The second Currency Business Day following the Third Amendment and Restatement Date.
Fourth Amendment Payment Amount: USD 1,607,300.23.  Counterparty agrees to pay Dealer the Fourth Amendment Payment Amount on the Fourth Amendment Payment Date.
Fourth Amendment Payment Date: The second Currency Business Day following the Fourth Amendment and Restatement Date.
Tranche 2 Initial Share Price: USD 184.2694
Fourth Amendment Reference Price: USD 199.7500
Tranche 1 Forward Floor Price: USD 199.7500
Tranche 2 Forward Floor Price: USD 184.2694
Tranche 1 Forward Cap Price: USD 219.7250
Tranche 2 Forward Cap Price: USD 202.6963
Tranche 1 Final Disruption Date: February 21, 2025
Tranche 2 Final Disruption Date: August 20, 2024
Tranche 1 Contractual Dividend: USD 0.435 per quarter
Tranche 2 Contractual Dividend: USD 0.435 per quarter

 

 

 

 

For each Tranche and Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.

 

TRANCHE 1

 

Component Number Number of Shares Scheduled Valuation Date
1            1,750 11/25/2024
2            1,750 11/26/2024
3            1,750 11/27/2024
4            1,750 12/2/2024
5            1,750 12/3/2024
6            1,750 12/4/2024
7            1,750 12/5/2024
8            1,750 12/6/2024
9            1,750 12/9/2024
10           1,750 12/10/2024
11           1,750 12/11/2024
12           1,750 12/12/2024
13           1,750 12/13/2024
14           1,750 12/16/2024
15           1,750 12/17/2024
16           1,750 12/18/2024
17           1,750 12/19/2024
18           1,750 12/20/2024
19           1,750 12/23/2024
20           1,750 12/26/2024
21           1,750 12/27/2024
22           1,750 12/30/2024
23           1,750 12/31/2024
24           1,750 1/2/2025
25           1,750 1/3/2025
26           1,750 1/6/2025
27           1,750 1/7/2025
28           1,750 1/8/2025
29           1,750 1/9/2025
30           1,750 1/10/2025
31           1,750 1/13/2025
32           1,750 1/14/2025
33           1,750 1/15/2025
34           1,750 1/16/2025
35           1,750 1/17/2025
36           1,750 1/21/2025
37           1,750 1/22/2025
38           1,750 1/23/2025

 

 

 

 

39           1,750 1/24/2025
40           1,750 1/27/2025
41           1,750 1/28/2025
42           1,750 1/29/2025
43           1,750 1/30/2025
44           1,750 1/31/2025
45           1,750 2/3/2025
46           1,750 2/4/2025
47           1,750 2/5/2025
48           1,750 2/6/2025
49           1,750 2/7/2025
50           1,750 2/10/2025

  

TRANCHE 2

 

Component Number Number of Shares Scheduled Valuation Date
1 350 5/28/2024
2 350 5/29/2024
3 350 5/30/2024
4 350 5/31/2024
5 350 6/3/2024
6 350 6/4/2024
7 350 6/5/2024
8 350 6/6/2024
9 350 6/7/2024
10 350 6/10/2024
11 350 6/11/2024
12 350 6/12/2024
13 350 6/13/2024
14 350 6/14/2024
15 350 6/17/2024
16 350 6/18/2024
17 350 6/20/2024
18 350 6/21/2024
19 350 6/24/2024
20 350 6/25/2024
21 350 6/26/2024
22 350 6/27/2024
23 350 6/28/2024
24 350 7/1/2024
25 350 7/2/2024
26 350 7/5/2024
27 350 7/8/2024
28 350 7/9/2024
29 350 7/10/2024
30 350 7/11/2024
31 351 7/12/2024
32 351 7/15/2024

 

 

 

 

33 350 7/16/2024
34 350 7/17/2024
35 350 7/18/2024
36 350 7/19/2024
37 350 7/22/2024
38 350 7/23/2024
39 350 7/24/2024
40 350 7/25/2024
41 350 7/26/2024
42 350 7/29/2024
43 350 7/30/2024
44 350 7/31/2024
45 350 8/1/2024
46 350 8/2/2024
47 350 8/5/2024
48 350 8/6/2024
49 350 8/7/2024
50 350 8/8/2024

 

 

Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to the Original Transaction have been made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).

 

4.       The Transaction shall be divided into two individual Tranches, and each Tranche shall be divided into the number of Components set forth above, each with the terms set forth in the Master Confirmation and this Supplemental Confirmation; provided that for the purposes of “Settlement Terms” under the Master Confirmation, each reference to “Transaction” therein shall be deemed to mean “Tranche”.

 

 

 

 

Counterparty hereby agrees (a) to check this Fourth Amended and Restated Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Fourth Amended and Restated Supplemental Confirmation relates by manually signing this Fourth Amended and Restated Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.

  

 

      Yours sincerely,
     
    ROYAL BANK OF CANADA
     
    By:  /s/ Dawn Laabs
      Authorized Representative
     
     
Confirmed as of the date first above written:    
     
QH HUNGARY HOLDINGS LIMITED    
     
By: /s/ Judit Rozsa    
  Name:  Judit Rozsa    
  Title: Managing Director      

 

[Signature Page to 4th A&R Supplemental Confirmation No. 1 (RBC)]