RCS - Linklease Finance - Notice of Occurrence of Event of Default

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02/01/2024 17:45

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RNS Number : 4206Y  Linklease Finance PLC  02 January 2024

 

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND
BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL INTERMEDIARIES RECEIVING
THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO THE BENEFICIAL OWNERS IN A
TIMELY MANNER. IF THE BENEFICIAL OWNERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY
FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL
OR LEGAL ADVISER.

 

NOTICE TO THE HOLDERS OF THE OUTSTANDING

Linklease Finance Plc

Series 2018-LL1 US$50,000,000 of 9% secured medium term notes due 2023

(the "Notes")

 

ISIN: GB00BGWL1326

____________________________________

 

NOTICE OF OCCURRENCE OF EVENT OF DEFAULT

____________________________________

 

This notice is issued by Woodside Corporate Services Limited (the "Note
Trustee").

Reference is made to the Trust Deed in respect of the Series 2018-LL1 Notes
(the "Trust Deed") and the Security Trust Deed (the "Security Deed") (both as
supplemented, restated or amended from time to time) both dated 19 December
2018 and entered into between, inter alios, Linklease Finance Plc (the
"Issuer"), the Note Trustee and, in the case of the Security Deed, Woodside
Corporate Services Limited as security trustee (the "Security Trustee"). In
this notice, unless the context requires otherwise, capitalised terms used but
not defined shall have the meanings given to them in the Trust Deed or, as
applicable, the Security Deed.

Event of Default

On 20 December 2023, the Note Trustee received notification (the "20 December
Notice") that the principal and interest on loans due to the Issuer from
Mercury Equipment Rental LLC and Mercury Car Rental LLC (together, the
"Borrower") under the loan agreement between the Issuer (as lender) and the
Borrowers dated 19 December 2018 (the "Loan Agreement") falling on 19 December
2023 had not been paid by the Borrower, which constituted at the time a
Potential Event of Default under Clause 11.1 of the Loan Agreement and in turn
represented at the time a Potential Event of Default under Condition 13(h) of
the Notes.

Additionally, the 20 December Notice notified the Note Trustee that (i) the
redemption amount which was due on the Notes due for redemption in respect of
Series 2018-LL1 on the redemption date falling on 19 December 2023 (the
"Redemption Amount") and (ii) the coupon payment due in respect of the Series
2018-LL1 Notes on 19 December 2023 (the "Coupon") had not been paid by the
Issuer, which constituted at the time a Potential Event of Default under
Condition 13(a) of the Notes.

On 27 December 2023, the Note Trustee received further notification from the
Issuer that the Redemption Amount and the Coupon had still not been paid by
the Issuer.

Pursuant to Condition 7(b) (Accrual of Interest) the Notes "bear interest from
the Interest Commencement Date at the Rate of Interest payable in arrears on
each Interest Payment Date…" which includes when "upon due presentation,
payment of the Redemption Amount is improperly withheld or refused, in which
case it will continue to bear interest in accordance with this Condition
 7 (b) (as well after as before judgment) until whichever is the earlier of
(i) the day on which all sums due in respect of such Note up to that day are
received by or on behalf of the relevant Noteholder and (ii) the day which is
seven days after the Paying Agent or the Note Trustee has notified the
Noteholders that it has received all sums due in respect of the Notes up to
such seventh day (except to the extent that there is any subsequent default in
payment)".

Pursuant to Condition 13(a) (Events of Default), an Event of Default shall
occur if "default is made in the payment of any principal or interest due in
respect of the Notes or any of them and the default continues for a period of
7 days in the case of principal and 14 days in the case of interest".

Given 7 days have now passed since the Issuer's failure to pay the principal
due on the Notes (in the form of the Redemption Amount) on the redemption date
falling on 19 December 2023, an Event of Default has occurred under the Notes
as of 27 December 2023 pursuant to Condition 13(a).  As of the date of this
notice, we understand that the Redemption Amount on the Notes still has not
been paid and the Event of Default should therefore be considered to be
continuing (the "Issuer Redemption Event of Default"). Additionally, a failure
by the Issuer to pay the Coupon by 3 January 2024 will also lead to an Event
of Default under the Notes pursuant to Condition 13(a), if the Coupon remains
unpaid on such date.

In accordance with Condition 13 (Events of Default), upon the occurrence of an
Event of Default, the Note Trustee if so requested in writing by the holders
of at least one-quarter of the aggregate principal amount of the Notes then
outstanding or if so directed by an Extraordinary Resolution of the
Noteholders shall (subject to the Note Trustee having been indemnified and/or
secured and/or prefunded to its satisfaction), give written notice to the
Issuer (an "Acceleration Notice") declaring the Notes to be immediately due
and payable, whereupon they shall become immediately due and payable at their
Early Redemption Amount together with accrued interest without further action
or formality

The Security shall become enforceable upon the service of an Acceleration
Notice by the Note Trustee on the Issuer.

Next Steps

The Note Trustee hereby notifies holders of Notes that it will not take any
further action in relation to the Issuer Redemption Event of Default until
such time as it is requested or directed to do so by holders of Notes and it
is indemnified to its satisfaction.  In this respect the Note Trustee notes
that it is not required to act under clause 7.1 of the Trust Deed unless it is
instructed and indemnified to its satisfaction. The form of indemnity may be
obtained from the Note Trustee.

Holders of Notes should be aware that even if an Acceleration Notice is
delivered to the Issuer, the Note Trustee will not instruct the Security
Trustee to take enforcement action unless instructed to do so and indemnified,
prefunded and/or secured to its satisfaction. The costs of enforcement may be
significant and holders of Notes may be required to pre-fund not only the Note
Trustee and Security Trustees costs and the cost of advice in each
jurisdiction in which enforcement action is to be taken, but also any costs
that might arise out of any court action (including the costs of other parties
to such proceedings in an unsuccessful action).

Holders of Notes who wish to instruct the Note Trustee to deliver an
Acceleration Notice or who have questions in respect thereof should make
themselves known to the Note Trustee by sending an email to
chris.powell@woodsidesecretaries.co.uk
(mailto:chris.powell@woodsidesecretaries.co.uk) and
john.rowe@woodsidesecretaries.co.uk
(mailto:john.rowe@woodsidesecretaries.co.uk) referencing the ISIN of the Notes
and "Linklease Series 2018-LL1" in the subject line of the email.

Any such communication should make reference to the Issuer and disclose the
identity of the Noteholder, the aggregate nominal amount of Notes held by the
Noteholder and the details of the person(s) who shall represent the
Noteholder.

All Noteholders must verify their holdings when contacting the Note Trustee by
providing proof of holding (with a supporting custodian letter (if
applicable)), in each case disclosing the information set out above.

Persons who hold the Notes beneficially through CREST ("Beneficial Holders")
may also disclose their identity to the Note Trustee in accordance with the
above paragraph.  The Note Trustee will require the Notes of any Noteholder
that gives any direction to the Note Trustee to be blocked in CREST.  Further
instructions will be provided in connection with this process on request.

 

 

The Note Trustee provides the information above for the information of the
holders of Notes, 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 Note Trustee reserves its rights with respect to
the Notes, the Trust Deed and the associated documents. The Note Trustee
expresses no opinion as to the action the holders of Notes should take, or
direct the Note Trustee to take, in relation to the information provided in
this Notice. The Note Trustee makes no recommendations and gives no investment
advice herein or as to the Notes generally. Holders of Notes should take and
rely on their own independent legal, professional and financial advice, and
may not rely on advice or information provided to the Note 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 Note Trustee expressed herein or
otherwise.

 

This notice is given by

 

Woodside Corporate Services Limited in its capacity as Note Trustee

 

02 January 2024

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