RCS - Linklease Finance - Voting for Proposal - Initial Steps - LL1 USD

Avis BudgetAnnouncement

26/02/2024 09:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240226:nRSZ4287Ea&default-theme=true

RNS Number : 4287E  Linklease Finance PLC  26 February 2024

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.

 

26 FEBRUARY 2024

 

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") continue to 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 is an Event of Default under Condition 13(h) of the
Notes, which is continuing.

The Issuer hereby confirms to Noteholders that the Borrower continues to have
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 is an Event of Default under Condition 13(h) of the
Notes, which is continuing.

Events of Default under the Notes

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 is an Event of
Default under Condition 13(a) of the Notes, which is continuing.

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 this is an Event of Default under Condition 13(a) of the Notes, which is
continuing.

Borrower proposal to amend terms

The Issuer reminds the Noteholders that on 31 January 2024 the Issuer and Note
Trustee received from the Borrower a proposal to amend the terms of the Notes
(the "Proposal"), as set out in the Issuer's announcement of 31 January 2024
which can be found here
(https://www.londonstockexchange.com/news-article/market-news/linklease-finance-plc-proposal-for-ll1-usd/16312805)
.

Neither the Issuer nor the Note Trustee make any recommendations and give no
legal or investment advice in respect of the Proposal 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 Note Trustee,
statements as to the legal position included in notices issued by the Issuer
or the Note Trustee relating to the Notes or otherwise or the views of the
Issuer or the Note Trustee expressed herein or otherwise.

Noteholders should note that the Proposal relates to the Notes only.

Approval or rejection of the Proposal

Implementation of the Proposal would require a number of amendments to be made
to Reserved Matters, for which, in accordance with the terms of the Trust
Deed, the consent of Noteholders will be required.

To that end, the Issuer and the Note Trustee intend to arrange for Noteholders
to be given the opportunity to approve or reject the Proposal by the passing
or rejecting of various Extraordinary Resolutions.

In order to facilitate any such voting, Noteholders should make themselves
known to the Issuer and the Note Trustee by contacting them at the following
e-mail addresses:

Issuer: info@zigzag-me.com (mailto:info@zigzag-me.com)

Note Trustee: security@woodsidesecretaries.co.uk
(mailto:security@woodsidesecretaries.co.uk)

Any such communication should make reference to the Issuer and disclose (i)
the identity of the beneficial holder of the Notes, (ii) the aggregate nominal
amount of Notes held by such Noteholder and (iii) the details of the person
who shall represent such Noteholder, if a meeting of Noteholders is required.

To be eligible to vote, Noteholders must also verify (i) their holding, by
providing proof of holding (with a supporting custodian letter (if
applicable)) and (ii) their own identity, by providing a certified copy of
their passport.

Certified copies are copies of documents, which a solicitor, barrister, notary
or accountant (or local equivalent) has certified to be a genuine copy. When
documents are certified the person certifying must write: "I certify this to
be a true copy of the documentation shown and reported to me as the original"
and provide their signature and professional details and also the date of the
certification.

No Further Action by the Issuer or Note Trustee in respect of the Proposal

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), neither the Issuer nor the Note Trustee
currently intend to take any further action in respect of the Proposal without
the request or direction (including indemnification) of the Noteholders,
subject always to the terms and conditions of the Trust Deed. Noteholders are
reminded that the Note Trustee is under no obligation to take (or to instruct
the Security Trustee to take) any enforcement action unless instructed to do
so and indemnified and/or secured and/or prefunded to its satisfaction by the
Noteholders.

Information regarding the Proposal

Queries regarding the Proposal should be made promptly in writing to the
Calculation Agent, for onward communication to the Borrower, as follows:

ZigZag Management Experts LLC

Unit No:423 DMCC Business Centre

Level No 5 Jewellery & Gemplex 2

Dubai

United Arab Emirates
info@zigzag-me.com (mailto:info@zigzag-me.com)

Ref: 2018-LL1

The Calculation Agent shall not make any recommendations and shall give no
legal or investment advice in respect of the Proposal or as to the Notes
generally. The Calculation Agent shall use its reasonable endeavours to ensure
that the Borrower answers any queries raised by Noteholders but shall assume
no liability or duty of care to any party in so doing.

Noteholders should take and rely on their own independent legal and financial
advice and may not rely on advice or information provided by the Calculation
Agent.

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.

Noteholder Contact

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 in respect of instructions to accelerate
the Notes should be addressed to security@woodsidesecretaries.co.uk
(mailto:security@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 the Events of 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 (mailto:info@zigzag-me.com)

Ref: 2018-LL1

This notice is given by the Issuer.

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NRAQKABPOBKKOBB