THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW), ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO THE BENEFICIAL OWNERS IN A TIMELY MANNER. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF THEY ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER AND TAKE SUCH OTHER ADVICE FROM THEIR OWN PROFESSIONAL ADVISERS AS THEY DEEM NECESSARY, IMMEDIATELY
Notice to the holders of the
SERIES A 5% SENIOR SECURED PIK NOTES DUE 2022 ISSUED BY HOLDCO 1 UNDER AN INDENTURE DATED FEBRUARY 1 2017
(ISIN: XS1540040760 / XS1540040505 / XS1540041149)
SERIES A-1 25% SENIOR SECURED PIK NOTES DUE 2022 ISSUED BY HOLDCO 1 UNDER AN INDENTURE DATED FEBRUARY 1 2017
(ISIN: XS1540039754 / XS1540027825 / XS1540040174)
SERIES A 8% SENIOR SECURED PIK NOTES DUE 2022 ISSUED BY HOLDCO 2 UNDER AN INDENTURE DATED FEBRUARY 1 2017
(ISIN: XS1540047344 / XS1540045306 / XS1540047690)
SERIES B 3.00% SENIOR SECURED PIK NOTES ISSUED BY HOLDCO 2 UNDER AN INDENTURE DATED FEBRUARY 1 2017
(ISIN: XS1540048235 / XS1540047856 / XS1540051452)
SERIES B 10.177% SENIOR SECURED PIK NOTES ISSUED BY HOLDCO 2 UNDER AN INDENTURE DATED FEBRUARY 1 2017
(ISIN: XS1540051882 / XS1540051700 / XS1540052187)
(together ‘the "Notes”)
Capitalised terms used but not defined in this notice shall have the meanings given to them in the Indentures.
Reference is made to the notice issued by GLAS Trust Corporation Limited in its capacity as Trustee (the “Trustee”) of the Notes dated April 26, 2019 in which it notified holders that it had received an Officer's Certificate which confirmed that a Default had occurred and was continuing under the applicable Indenture.
1. The Trustee has been informed by the Principal Paying Agent of the Notes that the Issuer failed to make payment of the principal amounts due on the Notes on the due date of December 31, 2022. This constitutes a further Event of Default under Section 6.1(a)(i) of the applicable Indenture. Noteholders are reminded that:
a) Section 6.2(a) provides that “If an Event of Default under this Indenture...shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes under this Indenture may, and the Trustee, upon the written request of such Holders shall, declare
the principal of and accrued and unpaid interest on such Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable, and upon such declaration such principal of and accrued and unpaid interest on such Notes shall become immediately due and payable.”
b) Section 6.3 provides that “If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, interest and Additional Amounts, if any, on the Notes or to enforce the performance of any provision of the Note or this Indenture.”
c) Section 6.5 provides that “Subject to all provisions of the Indentures and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it. However, the Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holder, unless such Holder shall offer to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.”
2) Notwithstanding paragraph 1, the Trustee has been informed by a representative of the HoldCos that, following the completion of the Tip Offer in 2020, the HoldCos remain insolvent and dormant. Given the insolvency of the HoldCos, there is no funding available to the directors of the HoldCos to fund the costs of the liquidation of the HoldCos. Unless a creditor comes forward to provide the necessary funds, the HoldCos will remain dormant and the Notes will continue to remain outstanding.
Contacting the Trustee
Any Noteholder who wishes to (i) request the Trustee to take action in accordance with the Indentures and to provide the required funding and indemnity to the Trustee or (ii) to provide funding to the HoldCos to fund the costs of the liquidation of the HoldCos, is invited to contact the Trustee in the manner below.
Noteholders should direct their custodian to send a message to Euroclear and/or Clearstream (as applicable) for onward transmission to the Trustee, and such message must contain the following information to identify the relevant Noteholder:
a. that the Noteholder provides the Direction and Authorisation;
b. ISIN(s) of the Notes held by such Noteholder;
c. participant account no. of custodian/account holder;
d. participant name;
e. nominal amount of Notes held by such Noteholder;
f. beneficial holder’s name; and
g. contact details (name, telephone number and email address) of the beneficial holder.
h. confirmation that such Noteholders wishes to either (i) request the Trustee to take action in accordance with Section 6 of the Indentures and to provide the required funding and indemnity to the Trustee OR (ii) to provide funding to the HoldCos to fund the costs of the liquidation of the HoldCos.
The Trustee will then contact such Noteholders to discuss next steps.
The Trustee provides the information above for the information of Noteholders but makes no representation as to the accuracy or completeness thereof and cannot accept any liability for any loss caused by any inaccuracy therein. The Trustee makes no recommendations and gives no legal or investment advice herein or as to the Notes generally. Noteholders should take and rely on their own independent legal and financial advice and may not rely on advice or information provided to the Trustee, statements as to the legal position included in notices issued by the Trustee relating to the Notes or otherwise or the views of the Trustee expressed herein or otherwise.
The ISIN numbers appearing herein has been included solely for the convenience of the Noteholders. The Trustee assumes no responsibility for the selection or use of such ISIN numbers and makes no representation as to the correctness of any ISIN number listed above or printed on the Notes.
GLAS TRUST COPORATION LIMITED 25 January 2023 As Trustee