RCS - Audley Funding Plc - Audley Funding PLC Company Announcement

ING Groep NVAnnouncement

21/04/2022 17:15

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RNS Number : 9442I  Audley Funding Plc  21 April 2022

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO
ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER

 

NOTICE OF RESULT OF NOTEHOLDERS' MEETING

AUDLEY FUNDING PLC

(incorporated as a public limited liability company under the laws of the
United Kingdom with registration number 10364982 (the Issuer))

 

SERIES 2017-F2 GBP NOTES

ISIN: GB00BDCJX280

£50,000,000 12% FIXED RATE SECURED NOTES DUE 2022

(the "GBP Notes")

 

SERIES 2017-F2 USD NOTES

ISIN: GB00BDFBS041

$50,000,000 12% FIXED RATE SECURED NOTES DUE 2022

(the "USD Notes")

 

SERIES 2017-F2 EUR NOTES

ISIN: GB00BK4VX760

€50,000,000 12% FIXED RATE SECURED NOTES DUE 2022

(the "EUR Notes")

 

Under the £200,000,000 Secured Medium Term Note Programme

 

together (the "Series 2017-F2 Notes")

 

 

21 April 2022

Pursuant to a notice given by the Issuer on 25 February 2022 and 30 March
2022, in each case pursuant to Condition 16 of the Terms and Conditions of the
Series 2017-F2 Notes (the "Conditions"), a Noteholders' Meeting (the
"Meeting") of the holders of the Series 2017-F2 Notes of Audley Funding Plc
(the "Issuer") (the "Noteholders") was held at 11:00 a.m. on 13 April 2022 by
way of video conference to consider the resolution set out below as an
extraordinary resolution ("Resolution").

Capitalised terms used but not defined in this Notice shall have the same
meaning given to them as defined in the Conditions.

All dates provided are referenced accurately at the time of this Notice.

PROCESS

1.         All Noteholders entered on the Register of Noteholders at the close of business on 12 April 2022 were entitled to attend and vote at the Meeting.  Noteholders who provided evidence of their holding to the Issuer in advance of the Meeting attended the Meeting.
2.         The Issuer was made aware that a number of individuals and other investors in the Series 2017-F2 Notes who are not recorded as a Noteholder in the records of CREST or the Registrar wished to attend the Meeting.  Pursuant to the Conditions, such individuals and other investors must look solely to the relevant person in whose name the Series 2017-F2 Notes is for the time being registered in CREST in relation to all rights arising under the Series 2017-F2 Notes. The extent to which, and the manner in which, such investors may exercise any rights arising under the Series 2017-F2 Notes will be determined in accordance with such agreement as may exist between such investor and the applicable Noteholder.
3.         Notwithstanding the above and without prejudice to the Conditions and the Programme Documents, the Issuer permitted such individuals and other investors to attend the Meeting as  observers only.  Such individuals and other investors were not permitted to participate or vote at the Meeting but were given permission to attend the Meeting and were given details of how to attend.  The Issuer verified throughout the live Meeting that such observers were connected and able to listen to the proceedings.

AMOUNT OF THE SERIES 2017-F2 NOTES OUTSTANDING

4.         Under the Issuer's programme, the Issuer has issued £38,694,512 (in respect of the GBP Notes), $38,601,501 (in respect of the USD Notes), and €4,433,253 (in respect of the EUR Notes) under the Series 2017-F2 Notes. Therefore, the total voting rights in the Issuer for the purposes of the Meeting was 38,694,512 votes (in respect of the GBP Notes), 38,601,501 votes (in respect of the USD Notes), and 4,433,253 votes (in respect of the EUR Notes).

EXTRAORDINARY RESOLUTION

5.         At the Meeting, the Noteholders voted on the following extraordinary resolution (the "Extraordinary Resolution"):
a)         To approve the NQM Default Declarations, the NQM Default Notices and the Interest Standstill.
b)        That each of the Issuer and Trustee (as applicable) is hereby authorised, directed, instructed and empowered to execute the NQM Default Notices and all documents to be entered into in relation to the NQM Default Declarations, the Interest Standstill and any relevant actions to be taken by the Issuer pursuant thereto and in respect of the NQM Administration (the "Transaction Documents") and in the case of any document to be executed as a deed, any two directors of the Issuer or the Trustee (as applicable) or any one director and the company secretary of the Issuer or the Trustee (as applicable) or any director of the Issuer or the Trustee (as applicable) in the presence of a witness who attests his or her signature be and are authorised to execute all Transaction Documents and all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Extraordinary Resolution and the transactions contemplated thereby (the "Transactions").
c)         That the Noteholders shall indemnify each of the Issuer and the Trustee (as applicable) in respect of all loss, damage, costs, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever incurred by it or by anyone appointed by it that any of them may incur or that may be made against it or any of its agents, attorneys or delegates arising out of or in relation to or in connection with the Transactions.
d)        That each of the Issuer and the Trustee (as applicable) is hereby authorised, directed, empowered and instructed without the need for any further consent or approval to take (or refrain from taking, as the case may be) all such actions and things as may be required, expedient, necessary or desirable to implement and to give effect to this Extraordinary Resolution or to the Transactions or the Transaction Documents, including without limitation the agreement, negotiation, amendment, approval and/or execution of any of the Transaction Documents and any other documents, declarations, certificates, agreements, deeds or instruments (howsoever described) as may be required, expedient, necessary or desirable to implement and to give effect to this Extraordinary Resolution or to the Transactions.

6.            The Extraordinary Resolution was NOT passed at the
Meeting and the Issuer will not, therefore, proceed with any of the
enforcement measures set out in the Extraordinary Resolution.  In addition to
Noteholders that submitted proxies prior to the Meeting, those Noteholders who
attended the Meeting in accordance with paragraph 1 above voted during the
live Meeting by way of email and the Trustee confirmed the number of votes
submitted.

NEXT STEPS

7.            The net proceeds of the issue of Notes of Series
2017-F2 Notes were provided pursuant to a facility agreement (the "Original AF
Facility") to NQ Minerals PLC ("NQM") and the Issuer is dependent on
repayments under the Original AF Facility to make payments under the Series
2017-F2 Notes.  As at the date of this Notice, the Issuer has insufficient
amounts to make any payments to Noteholders and, as the Extraordinary
Resolution was not passed at the Meeting, there will be no Interest
Standstill.

8.            On 9 August 2021 by a unanimous vote of the directors
of NQM, Paul Cooper and Paul Appleton, restructuring specialists from Begbies
Traynor Group plc, were appointed as Joint Administrators of NQM (the "Joint
Administrators", in respect of such administration, the "NQM
Administration").  Pursuant to the NQM Administration, NQM benefits from a
statutory moratorium on creditor action.  Such moratorium restricts the
Issuer from enforcing its rights against NQM without the prior consent of the
Joint Administrators or a court.

9.            As detailed in the Statement of Affairs prepared by
NQM at the commencement of the NQM Administration on 9 August 2021, the
estimated total assets for preferential creditors were determined to have a
book value of £33.5 million, while the estimate of realisable value of such
assets was uncertain (other than £9,261 cash in bank accounts).  The value
of claims of the Issuer (by way of proceeds of the Series 2017-F2 Notes
advanced to NQM by the Issuer) were £72,766,311.

10.       The Joint Administrators are currently seeking to maximise realisations from the residual assets of the NQM Group including loans, debts and investments.
11.       The Joint Administrators aim for the NQM Administration process to result in sufficient funds being available to enable a dividend to be paid to the direct creditors of NQM, after accounting for the administration costs.  However, the timing and quantum of the conclusion and funds resulting from the NQM Administration are currently uncertain.  The Issuer will account to the Noteholders upon receipt of any dividend from the Joint Administrators subject to the terms and conditions of the Series 2017-F2 Notes and subject to any retentions which the Issuer is required to make to maintain the solvency of the Issuer.
12.       The Issuer has security over certain rights in respect of assets of the subsidiaries of NQM pursuant to the 2020 AF Security Agreements.  These are:
a)         second-ranking security over the shares and assets of HGM (including a tenement mortgage over the Hellyer Gold Mine tenement).  ING Bank N.V. holds the first-ranking security;
b)        first-ranking security over the Mt Block Tenement (mortgage) and Pieman Sublease;
c)         guarantees of the amounts due from NQM under the Original AF Facility from each of HGM, Ivy Resources and Pieman.
13.       Following the conclusion of the NQM Administration, the Issuer intends to rely on its rights under the 2020 AF Security Agreements subject to the proviso that, pursuant to the Priority, Subordination and Consent Deed entered into between HGM, the Issuer and ING Bank N.V. (amongst others), the Issuer may not to take any steps to enforce its rights in respect of the 2020 AF Security Agreements until the debt payable to ING Bank N.V. has been paid (the "Senior Payment Date").

 

FURTHER QUESTIONS AND COMMUNICATION

Noteholders who have any general queries about the Meeting should contact the
Issuer by email to: info@audleyfunding.com (mailto:info@audleyfunding.com) .

The Issuer will provide further updates to Noteholders in due course.

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