RCS - Invenio Capital PLC - Invenio Capital PLC Company Announcement

LMS CapitalAnnouncement

09/09/2022 10:00

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RNS Number : 9190Y  Invenio Capital PLC  09 September 2022

OFFICIAL ANNOUNCEMENT

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")

 

 

9 September 2022

The Issuer refers to the notice given to holders of the Series 2020-F1 Notes
of Invenio Capital Plc (the "Issuer") (the "Noteholders") issued on 28
February 2022 (the "February 2022 Notice") and to the terms and conditions of
the Series 2020-F1 Notes (the "Conditions").

This announcement (the "Announcement") is made by the Issuer to Noteholders by
way of update to the administration of NQ Minerals Plc ("NQM").

Capitalised terms used but not defined in this Announcement shall have the
same meaning given to them as defined in the February 2020 Notice and the
Conditions.

The Trustee expresses no opinion on the matters set out in this Announcement.

Creditors' Voluntary Liquidation

The Joint Administrators published their final progress report in relation to
the administration of NQM on 2 August 2022.  The Joint Administrators wrote
to the Issuer on 10 August 2022 to report that the Joint Administrators had
become joint liquidators (the "Joint Liquidators") of NQM on 5 August 2022
following its move from administration to creditors' voluntary liquidation.

The notice of move from administration to creditors' voluntary liquidation,
together with the final progress report of the Joint Administrators is
available to view on the Companies House website here:
https://find-and-update.company-information.service.gov.uk/company/09540926/filing-history
(https://find-and-update.company-information.service.gov.uk/company/09540926/filing-history)

Sale of Keen Pacific Limited

The Joint Liquidators informed the Issuer that the sale of Keen Pacific
Limited completed on 5 August 2022 and deferred consideration is due to be
paid to the Joint Liquidators by 5 September 2022.

The Joint Liquidators further informed the Issuer that once the expected funds
are realised into the estate of NQM, together with other potential asset
realisations (including funds arising from the sale of Beaconsfield,
inter-company & related party balances), and after accounting for the
costs of the case and secondary preferential creditors (HMRC), there should be
sufficient funds to enable a dividend to be paid to the unsecured creditors of
NQM. As set out in the report of the Joint Administrators, the Issuer is
largest unsecured creditor of NQM and there are no secured creditors.

However, the quantum and timing of such dividend remains uncertain. The Joint
Liquidators continue to investigate the historical running of NQM, debt
origination and classification. It is likely that the adjudication process to
ascertain the veracity of each and every creditor will require further
detailed work to be undertaken.

Continuing security of the Issuer

The Issuer continues to have security in respect of assets of subsidiaries of
NQM, as set out in the February 2022 Notice pursuant to the 2021 Security
 (the "Continuing Security").  The Issuer requested consent from Noteholders
to take enforcement action in respect of the Continuing Security at a meeting
held on 13 April 2022.  The Noteholders voted AGAINST such action being
taken.  Notwithstanding this, the Issuer continues to monitor its rights in
respect of the Continuing Security and will, if necessary, convene a further
meeting of Noteholders in respect of any proposed action.

Remuneration of Joint Liquidators

Although the basis of the remuneration of the Joint Administrators was fixed
in the administration of NQM, the Joint Administrators did not provide
creditors with a fees estimate that covered the work that would be undertaken
in the liquidation of NQM. As a result, the Joint Liquidators are required to
seek approval of their fees estimate for the liquidation. In the absence of
specific instructions from Noteholders, the Issuer will express no view on the
basis of remuneration for the Joint Liquidators.

Inside information

The information contained within this announcement is deemed by the Issuer to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014, as amended by The Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement via a regulatory
information service, this inside information is now considered to be in the
public domain.

Further information

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

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