RCS - DCM US Multi-Family - DCM All Series Trustee Notice
24/07/2024 15:15
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RNS Number : 6993X DCM US Multi-Family Homes Plc 24 July 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.
NOTICE TO NOTEHOLDERS
DCM US MULTI-FAMILY HOMES PLC (the "Issuer")
(Incorporated in England and Wales with registered number 12575053)
to the holders of:
US$100,000,000 SERIES 2020-DCM 9.25% FIXED RATE NOTES DUE 2025 ("Series
2020-DCM1")
US$118,000,000 SERIES 2020-DCM2 8.4% FIXED RATE NOTES DUE 2025 ("Series
2020-DCM2")
US$100,000,000 SERIES 2022-DCM3 8.75% FIXED RATE NOTES DUE 2026 ("Series
2022-DCM3")
US $100,000,000 SERIES 2022-DCM4 9.5% FIXED RATE NOTES DUE 2025 ("Series
2022-DCM4")
ISSUED BY THE ISSUER PURSUANT TO ITS US$750,000,000 SECURED MEDIUM TERM NOTE
PROGRAMME
(the "Notes" and the "Noteholders")
Unless otherwise defined in this Notice, capitalised terms used in this Notice
shall have the meanings ascribed to them in the Trust Deed between the Issuer
and Trident Trust Company (Guernsey) Limited (the "Note Trustee") dated 1 July
2020 as amended on 12 November 2020 and as supplemented by (1) the First
Supplemental Trust Deed dated 16 November 2020, (ii) the Second Supplemental
Trust Deed dated 6 May 2022 between the Issuer and the Note Trustee, and (iii)
the Third Supplemental Trust Deed dated 21 November 2022 between the Issuer
and the Note Trustee (the "Trust Deed").
Continuing Events of Default
We refer to our notice dated 30 May 2024.
The Note Trustee hereby notifies the Noteholders that all previous Events of
Default for each Series of Notes so notified by the Issuer to the Noteholders
are continuing and remain unremedied.
As at the date of this notice, the Note Trustee has not received specific
instructions, together with indemnification, security or pre-funding to its
satisfaction, from the requisite number of Noteholders to take any
acceleration or enforcement action in respect of the Notes. Holders are
reminded that if they wish to instruct the Note Trustee or the Security
Trustee to act, they should contact the Note Trustee in accordance with the
instructions set out at the end of this Notice and be prepared to set out the
steps they wish the Note Trustee and the Security Trustee to take and to agree
indemnification with them.
Status of Issuer
The Administration Agent has informed the Note Trustee that there is in total
£6,333.50 standing to the credit of the Issuer Accounts for all Series and
the Issuer has accrued £235,378.29 of unpaid invoices as at 24 July 2024. In
addition, the Issuer remains unable to pay the outstanding fees owing to its
auditors, directors and accountants. Due to the precarious financial position
of the Issuer, the Administration Agent has informed the Note Trustee that the
Issuer may enter liquidation imminently, but the directors of the Issuer have
not clarified what (if any) steps, as a practical matter, they intend to take
and so it is unclear what form any liquidation might take.
Resignations of Directors, Company Secretary and Administration Agent
The Administration Agent has also informed the Note Trustee that the Directors
of the Issuer and DCM Holdings and the Administration Agent intend to resign
with immediate effect on 15 August 2024 and the Company Secretaries for both
companies are also expected to resign given the lack of funds available to pay
invoices, fees and expenses.
The Note Trustee notes that under the Corporate Services Agreement, the
Corporate Services Provider is obliged to nominate replacement directors and
company secretaries for the Issuer and DCM Holdings and under the
Administration Agreement, it is a condition to the resignation of the
Administration Agent that a successor administration agent is appointed but in
the absence of available funds and in view of the ongoing inability of the
Issuer to pay invoices, fees and expenses, it is not expected that successors
will be appointed. This will leave the Issuer and DCM Holdings without
directors, company secretaries or, in the case of the Issuer, an
Administration Agent. The Note Trustee further notes however, that if the
Issuer files for liquidation proceedings, the Corporate Services Agreement and
thus the obligation of the Corporate Services Provider thereunder to maintain
directors and company secretaries, will terminate automatically.
Acceleration
Pursuant to Condition 13 (Events of Default) of the Series 2020-DCM1 Notes and
Series 2020-DCM2 Notes and Condition 14 (Events of Default) of the Series
2022-DCM3 Notes and Series 2022-DCM4 Notes, 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") that the Notes
are, and they shall accordingly forthwith become, immediately due and
repayable at their Early Redemption Amount, together with accrued interest.
Enforcement
Pursuant to Condition 18 (Enforcement) of the Series 2020-DCM1 Notes and
Series 2020-DCM2 Notes and Condition 19 (Enforcement) of the Series
2022-DCM3 Notes and Series 2022-DCM4 Notes, 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, the Note Trustee does not currently intend to take
any further action without the request or direction (including
indemnification) of the Noteholders as described above.
Noteholder Contact
Whether or not Noteholders wish to direct the Note Trustee, they are requested
urgently (and must, if they wish to direct the Note Trustee to take any other
action to enforce the Notes) to provide confirmation as to their holdings to
and evidence of identity to the Note Trustee by e-mail at:
MSarl@tridenttrust.com.
The information above is provided for the information of Noteholders, but the
Note Trustee 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 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 Note Trustee, statements as to the
legal position included in notices issued by the Note Trustee relating to the
Notes or otherwise or the views of the Note Trustee expressed herein or
otherwise.
The Note Trustee reserves all rights to take whatever remedial actions it
deems necessary at any time during an Event of Default or any other breach,
and (i) any failure to take immediate action and (ii) nothing done by it shall
be construed as a waiver of, or a consent by it to, any breach or potential
breach (present or future) of the Trust Deed, the Conditions, or any other
documents relating to the Notes or at law.
The ISIN numbers appearing herein have been included solely for the
convenience of the Noteholders. The Note 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.
This notice is given by the Note Trustee
TRIDENT TRUST COMPANY (GUERNSEY) LIMITED
Dated 24 July 2024
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