RCS - Invenio Capital PLC - Invenio Capital Plc Company Announcement

LMS CapitalAnnouncement

31/03/2022 16:30

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RNS Number : 8238G  Invenio Capital PLC  31 March 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

 

ISSUER NOTICE OF RECONVENING OF THE ADJOURNED NOTEHOLDERS' MEETING

INVENIO CAPITAL PLC

(incorporated as a public limited liability company under the laws of the
United Kingdom with registration number 12421405 (the Issuer))

 

SERIES 2020-F1 GBP NOTES

ISIN: GB00BN4H3G46

£25,000,000 10% FIXED RATE SECURED NOTES DUE 2025

(the "GBP Notes")

 

SERIES 2020-F1 USD NOTES

ISIN: GB00BN4H3J76

$32,000,000 10% FIXED RATE SECURED NOTES DUE 2025

(the "USD Notes")

 

SERIES 2020-F1 EUR NOTES

ISIN: GB00BN4H3H52

€29,000,000 10% FIXED RATE SECURED NOTES DUE 2025

(the "EUR Notes")

 

Under the £2,000,000,000 Secured Medium Term Note Programme

 

together (the "Series 2020-F1 Notes")

 

 

30 March 2022

NOTICE IS HEREBY GIVEN pursuant to Condition 16 of the Terms and Conditions of
the Series 2020-F1 Notes (the "Conditions") that a meeting of the holders of
the Series 2020-F1 Notes of Invenio Capital Plc (the "Issuer") (the
"Noteholders") held on 18 March 2022 was adjourned due to a quorum not being
present.  Accordingly the adjourned meeting will be reconvened at 12:00 p.m.
on 13 April 2022 (the "Meeting") and will be held online by way of video
conference.  The reconvening of the adjourned Meeting is to consider, and if
thought fit, pass 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.

FORM OF EXTRAORDINARY RESOLUTION

THAT the Noteholders voting at the Meeting hereby by extraordinary resolution
(the "Extraordinary Resolution") resolve:

1.            To approve the NQM Default Declarations, the NQM
Default Notices and the Interest Standstill.

2.            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").

3.            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.

4.            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.

QUORUM

5.            In accordance with Provisions 15 to 17 of Schedule 3
of the Terms and Conditions, the quorum required at the adjourned Meeting to
pass the Resolution is two or more Persons being or representing Noteholders.

 

 

 

NOTES

1.            Restrictions on attending the Meeting

The meeting of Noteholders will be held online by way of video conference
(with the option to attend by telephone conference) or such applicable virtual
or electronic means for which it shall publish details on the website listed
in paragraph 8 of these notes.

To be entitled to attend, Noteholders must be entered on the Register of
Noteholders of the Issuer at close of business on 12 April 2022.

Evidence of identity of Noteholders is required to be verified electronically
prior to the Meeting. Such evidence of identity will need to be received by
the Issuer in the manner specified below in Access to the Meeting.

2.            Access to the Meeting by Noteholders

The Meeting shall be convened by video conference at 12 p.m. on 13 April 2022.

In order to receive details of the video conference and to attend the Meeting,
each Noteholder will be required to provide confirmation as to their holding
of the applicable Series 2020-F1 Notes and evidence of identity no later than
the close of business on 8 April 2022 by email to  info@invenio-capital.com
(mailto:info@invenio-capital.com)  or post to 45 Pall Mall, London, England,
SW1Y 5JG.

To the extent any evidence of identity is submitted in the period after such
date (but prior to the casting of votes at the Meeting), the Issuer may take
such reasonable steps to verify the identity of any Noteholder prior to
announcing the result of the Meeting until the close of business two business
days after the Meeting or further adjourned Meeting, as applicable.

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

3.            Entitlement to vote

To be entitled to vote in respect of the number of notes registered in their
name, Noteholders must be entered on the Register of Noteholders of the Issuer
at close of business on 12 April 2022, or, if the Meeting is further
adjourned, on the Register of Noteholders at close of business two days prior
to the date of any adjourned Meeting. Changes to entries on the Register of
Noteholders after close of business on 12 April 2022, or, if this Meeting is
further adjourned, changes to entries on the Register of Noteholders after
close of business two days prior to the date of any adjourned Meeting, will be
disregarded in determining the rights of any person to vote at the Meeting.

4. Appointment of proxy

Noteholders are entitled to appoint one or more proxies to exercise all or any
of their rights to attend, speak and vote at the Meeting. A proxy need not be
a Noteholder of the Issuer but must attend the Meeting to represent a
Noteholder. To be validly appointed, a proxy must be appointed using the
procedures set out in these notes and in the notes to the accompanying proxy
form.  Proxy appointments already validly made in relation to the Meeting
prior to the adjournment on 18 March 2022 will remain valid for the
reconvening of the Meeting.

If a Noteholder wishes a proxy to speak on their behalf at the Meeting, the
Noteholder will need to appoint their own choice of proxy (not the Chairman of
the Meeting) and give their instructions directly to them. Such an appointment
can be made using the Form of Proxy accompanying this notice of Meeting or
through CREST.

Noteholders can only appoint more than one proxy where each proxy is appointed
to exercise rights attached to different notes. Noteholders cannot appoint
more than one proxy to exercise the rights attached to the same note(s). If a
Noteholder wishes to appoint more than one proxy, they should contact the
Registrar at Avenir Registrars Limited, 5 St. John's Lane, London EC1M 4BH.

A Noteholder may instruct their proxy to abstain from voting on the Resolution
to be considered at the Meeting by marking the Withheld option in relation to
the Resolution when appointing their proxy. It should be noted that an
abstention is not a vote in law and will not be counted in the calculation of
the proportion of votes For or Against the Resolution.

The appointment of a proxy will not prevent a Noteholder from attending the
Meeting and voting in person if he or she wishes.

5. Appointment of proxy using proxy form

Completing the enclosed Form of Proxy and returning it to Avenir Registrars
Limited, 5 St. John's Lane, London EC1M 4BH.

6. Appointment of proxy through CREST

CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the Meeting and any
adjournment(s) thereof by using the procedure described in the CREST Manual
(available at www.euroclear.com). CREST personal members or other CREST
sponsored members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must
be properly authenticated in accordance with Euroclear UK & Ireland
Limited's specifications and must contain the information required for such
instructions, as described in the CREST Manual (available via
www.euroclear.com). The message, regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to a
previously appointed proxy, must, in order to be valid, be transmitted so as
to be received by the CREST Announcement Agent (RA20) by the latest time(s)
for receipt of proxy appointments. For this purpose, the time of receipt will
be taken to be the time (as determined by the timestamp applied to the message
by the CREST Applications Host) from which the issuer's agent is able to
retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time, any change of instruction to proxies appointed through CREST
should be communicated to the appointee through other means.

CREST members (and, where applicable, their CREST sponsors or voting service
providers) should note that Euroclear UK & Ireland Limited does not make
available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider, to procure that
his CREST sponsor or voting service provider takes) such action as shall be
necessary to ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members (and, where
applicable, their CREST sponsors or voting service providers) are referred, in
particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings (www.euroclear.com).

The Issuer may treat as invalid a CREST Proxy Instruction in the circumstances
set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations
2001 (as amended).

7. Corporate representatives

Any corporation which is a Noteholder can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
Noteholder provided that they do not do so in relation to the same Notes.

8. Website giving information regarding the Meeting

Information regarding the Meeting, and a copy of this notice of Meeting is
available from https://invenio-capital.com (https://audleyfunding.com) .

9. Documents available

The documents listed in Annex A and Annex B will be available to Noteholders
only, upon request prior to and on the day of the Meeting.  Noteholders
should submit a request to the Issuer at  info@invenio-capital.com
(mailto:info@invenio-capital.com) .

11. Further questions and communication

Noteholders may not use any electronic address provided in this notice or in
any related documents (including the accompanying proxy form) to communicate
with the Issuer for any purpose other than those expressly stated.

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

 

FORM OF PROXY

Invenio Capital Plc (the Issuer)

 

Name of Noteholder appointing proxy:
_____________________________________________

Address: ___________________________________________________________________

Before completing this notice please read the notice to Noteholders and the
Notes above.

I hereby appoint (please tick one):

 _____ Truva Services Limited in its capacity as trustee for the Noteholders

_____ the following individual (print name and address below):

________________________________________________________________________

________________________________________________________________________

to vote on my behalf at the Noteholder's Meeting of the Issuer to be held on
13 April 2022, and at any adjournment of the Meeting.

EXTRAORDINARY RESOLUTION

THAT the Noteholders voting at the Meeting hereby by extraordinary resolution
(the "Extraordinary Resolution") resolve:

1.            To approve the NQM Default Declarations, the NQM
Default Notices and the Interest Standstill.

2.            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").

3.            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.

4.            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.

Please tick your choice for the Extraordinary Resolution below:

 _____ For
 
 _____ Against
 
 _____ Abstain

 

Note: If you do not indicate below how the proxy is to vote, the proxy may
vote or abstain as he or she thinks fit.

 

 

 

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