RCS - Linklease Finance - Notice to Noteholders - LL1

Bank of East AsiaAnnouncement

19/11/2024 11:30

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RNS Number : 8087M  Linklease Finance PLC  19 November 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.

19 November 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").

Summary of noteholder meeting on 11 November 2024

The Issuer and Woodside Corporate Services Limited as Security Trustee and
Note Trustee met with the Noteholders at 1pm on the above date, via an online
call.

The agenda items were the following:

·      Overview of the Issuers financial position

·      Borrower's updated proposals

·      Questions and feedback from the Noteholders

·      Next steps

The below is a summary of the call.

Overview of the Issuers financial position

The Borrower, on behalf of the Issuer, is required to pay for all the costs
involved in the transaction in accordance with the transaction documents
however since December 2023 the Borrower has not paid any costs and to date
there is circa £600k/$860k of outstanding costs.  None of the transaction
parties that provide services to this transaction have been paid since
December 2023 - this includes the Note Trustee, Security Trustee, Corporate
Services Provider, Account Bank and other parties such as listing authorities.

The above represents an untenable position for the Issuer as the only funds it
has recourse to are those provided by the Borrowers.  As a result of the
above, the Issuer has informed the Borrower that it is unable to perform tasks
that will incur any significant costs until the outstanding costs have been
paid.

The Issuer has spoken with the Borrower on various occasions about payment of
these fees and a timely resolution is still awaited.

The Issuer's audited financial statements are due to be completed by the end
of December 2024 and Noteholders are encouraged to review these accounts once
filed on the UK Companies House website in order to have a detailed picture of
the Issuers' financial position.  The Issuer will send out a further notice
upon filing of its audited financial statements.

Upon receipt of the updated proposal from the Borrower, the Issuer informed
them that it would pass the updated proposal to the Noteholders but that it is
unable to do anything further until the outstanding costs have been paid.

Borrower's updated proposals

In summary, the Borrowers have proposed that no further coupon payments or
subsequent default interest will be paid.  They have stated that the Notes
will be repaid on 30 June 2025.

The Borrowers also proposed that security be released from all of the existing
secured assets in order for them to conduct an orderly sale of those assets.
However, in their proposal there is no guarantee that the Borrower, upon
receipt of funds following the sale of the assets, would pay the outstanding
amounts due under the Notes or related fees of the transaction.

In order for the Borrower to effect its proposal, the Noteholders would need
to pass resolutions in accordance with the conditions of the Notes.  That
would require 75% of the principal amount outstanding in the series to approve
the updated proposal.  The Borrower would be required to appoint legal
counsel to assist with the updates and the Issuer and Security Trustee will
also be involved in this process and have their own costs.

It is noted that neither the Issuer or the Note Trustee are required to assist
with the updates unless they are paid and further the Note Trustee has already
stated that it requires an indemnity in order to do so in accordance with its
rights under the Transaction Documents.

An alternative available to the Noteholders is to accelerate the Notes and one
quarter of the principal amount outstanding of the Notes would be sufficient
to instruct the Note Trustee to accelerate the Notes.

Questions and feedback from the Noteholders

Noteholders were given the opportunity to ask questions and provide feedback,
a summary of which follows.

·      Discontent regarding the limited updates on the assets and their
current value

·      Linklease not paying coupons but is it still receiving money for
the assets leased

·      Proposal made to get Noteholders together to discuss an approach

·      Questions regarding the chances that Noteholders get their money
back at the end of June 2025

·      The Issuer updated the Noteholders on requests that have been
made to obtain further information from the Borrowers which remain outstanding

·      Noteholders made an appeal for fellow Noteholders to send their
consent to the Issuer for the sharing of their contact details

Next Steps

·      A summary of the call will be published via an RNS

·      The Issuer will contact Linklease to request a call with
Noteholders and give them an opportunity to respond

·      A follow-up call with the Issuer, Security Trustee and
Noteholders to be scheduled

As previously communicated to Noteholders, 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.

As previously communicated to Noteholders, the Note Trustee will not take any
further action without the request or direction (including indemnification) of
the holders unless it is (i) 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) indemnified and/or
secured and/or prefunded to its satisfaction. This is 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 Security Trustee shall
not, and shall not be bound to, take any such action unless it is (i) so
instructed by the Note Trustee; and (ii) indemnified and/or secured and/or
prefunded to its satisfaction.

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.

Correspondence to the Issuer should be addressed to
linkleasefinance-uk@cscgfm.com with the ISIN of the Notes and "Linklease
Finance Plc" in the subject line of the email.

 

This notice is given by the Issuer.

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