RCS - Linklease Finance - Notice to Noteholders

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27/12/2023 11:15

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RNS Number : 9372X  Linklease Finance PLC  27 December 2023

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE
REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL
DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE
REQUESTED TO EXPEDITE THE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE
SECURITIES IN A TIMELY MANNER.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE
ACTION THEY SHOULD TAKE, IF ANY, THEY SHOULD IMMEDIATELY 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, TAX AND LEGAL ADVISERS AS THEY DEEM NECESSARY.

 

27 December 2023

 

NOTICE TO NOTEHOLDERS

 

LINKLEASE FINANCE PLC

(Incorporated in England and Wales with registered number 11663405)

 

to the holders of those of the Series 2018-LL1 notes issued by the Issuer on
19 December 2018 with

ISIN: GB00BGWL1326

(the "Noteholders" and the "Notes", respectively)

 

Unless otherwise defined in this Notice, capitalised terms used in this Notice
shall have the meanings ascribed to them in the Trust Deed dated 19 December
2018 (as supplemented, restated or amended from time to time) between the
Issuer and Note Trustee (the "Trust Deed").

Events of Default under the Loan Agreement

The Issuer hereby confirms to Noteholders that Mercury Equipment Rental LLC
and Mercury Car Rental LLC (together, the "Borrower") have failed to pay
interest due up to and including 19 December 2023 to the Issuer (as lender) in
an amount of US$717,129.94 pursuant to the terms of the Loan Agreement and
that this constitutes an Event of Default under Condition 13(h) of the Notes.

The Issuer hereby confirms to Noteholders that the Borrower has failed to
repay the Loans due for repayment on 19 December 2023 to the Issuer (as
lender) in an amount of US$31,960,000.00 pursuant to the terms of the Loan
Agreement and that this constitutes an Event of Default under Condition 13(h)
of the Notes.

Event of Default under the Notes

The Issuer hereby notifies Noteholders that, without repayment of the Loans by
the Borrower to the Issuer pursuant to the terms of the Loan Agreement, the
Issuer was unable to redeem the Notes due for redemption in respect of Series
2018-LL1 on 19 December 2023 for the nominal amount of US$31,960,000.00 and
that, as of 27 December 2023, this constitutes an Event of Default under
Condition 13(a) of the Notes.

Right to direct the Note Trustee

Pursuant to Condition 13 (Events of Default), if an Event of Default has
occurred and is continuing, the Note Trustee at its discretion may, and 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.

Pursuant to Condition 18 (Enforcement), the Note Trustee may at any time at
its discretion and without notice, take such action under or in connection
with any of the Transaction Documents or the Notes or the Coupons as it may
think fit (including, without limitation, directing the Security Trustee to
take any action under or in connection with any of the Transaction Documents
or, at any time after the security has become enforceable, to take steps to
enforce the Security). The Note Trustee shall not be bound to take any such
action unless (i) it shall have been directed by an Extraordinary Resolution
of Noteholders or so requested in writing by the holders of at least
one-quarter in principal amount of the Notes then outstanding and (ii) it
shall have been indemnified and/or secured and/or prefunded to its
satisfaction. The Security Trustee shall not, and shall not be bound to, take
any such action unless (i) instructed by the Note Trustee and (ii) it shall
have been indemnified and/or secured and/or prefunded to its satisfaction.

No Further Action by Note Trustee

For the avoidance of doubt (but without prejudice to the exercise of any
discretion, power or authority which the Note Trustee is required, expressly
or impliedly, to exercise in or by reference to the interests of the
Noteholders under the Trust Deed), the Note Trustee will not take any further
action without the request or direction (including indemnification) of the
holders as described above.

Potential Events of Default

The Issuer hereby notifies Noteholders that, without payment of interest from
the Borrower to the Issuer pursuant to the terms of the Loan Agreement, the
Issuer was unable to pay its coupon due on the Interest Payment Date falling
on 19 December 2023 in an amount of US$717,129.94 and that this constitutes a
Potential Event of Default under the Notes.  Should the Issuer remain unable
to pay the coupon referenced above for a period of 14 days from 19 December
2023 a further Event of Default will arise under Condition 13(a).

Noteholder Contact

In order to facilitate communications with Noteholders, Noteholders should
make themselves known to the Note Trustee by contacting it by e-mail using the
contact details below.  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.

Correspondence to the Note Trustee should be addressed to
chris.powell@woodsidesecretaries.co.uk  and
john.rowe@woodsidesecretaries.co.uk with the ISIN of the Notes and "Linklease
Finance Plc" in the subject line of the email.

Queries regarding the circumstances surrounding this default may be addressed
to the Calculation Agent:

ZigZag Management Experts LLC

Unit No:423 DMCC Business Centre

Level No 5 Jewellery & Gemplex 2

Dubai

United Arab Emirates

info@zigzag-me.com

Ref: 2018-LL1

This notice is given by the Issuer.

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