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a change of control resulting from a public tender offer generally available to all shareholders
of the Company does not entitle the FIA to terminate our licence;
(2)
a change of control as a result of any third party acquiring control by market purchases
following sales or placement of shares in the market by the then existing shareholders of the
Company does not entitle the FIA to terminate our licence;
(3)
the FIA may approve the change of control in writing (which the FIA must do if the change of
control will not materially alter the ability of our subsidiary, Formula One World
Championship Limited, to fulfil its obligations under the 100-Year Agreements); and
(4)
the FIA may not terminate our licence for a change of control occurring, at any time when
Bambino Holdings Limited and its affiliates (Bambino), individually or collectively, hold less
than 40% of the voting rights of the Company. On Listing, Bambino will hold []% of the
voting rights of the Company and therefore the FIA will have no ability to terminate for a
change of control. Even if Bambino were to ever hold more than 40% of the voting rights of
the Company, we would still be able to rely on the other exceptions as set forth above.
SLEC Holdings Limited, Formula One World Championship Limited or Formula One Asset
Management Limited (each of which is a party to the 100-Year Agreements and is a wholly
owned subsidiary of the Company) or any of their subsidiaries becomes;
(2)
we fail to pay any amount due to the FIA and that non-payment is not remedied within 30
days after a demand. The FIAs annual regulatory fee was 7.7 million (US$[insert
translation at Latest Practicable Date]) in 2011. This annual regulatory fee is based upon a
calendar of 16 Events and additional payments of 250,000 (US$[insert translation at Latest
Practicable Date]) have been made for each Event over that number in any World
Championship season;
(3)
arbitrators declare that we have materially breached the relevant 100-Year Agreements and
we have not cured this breach by payment to the FIA, within 30 days of a termination notice,
of an amount equal to 5% of the consolidated turnover for the immediately preceding
financial year of our subsidiary Formula One World Championship Limited (this entity
primarily grants, and derives revenue from, broadcasting and race promotion rights and the
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