RCS - Invenio Capital PLC - Invenio Capital PLC Notice to Noteholders

LMS CapitalAnnouncement

28/02/2022 10:15

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RNS Number : 0064D  Invenio Capital PLC  28 February 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 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")

 

 

25 February 2022

NOTICE IS HEREBY GIVEN pursuant to Condition 16 of the Terms and Conditions of
the Series 2020-F1 Notes (the "Conditions") that a Noteholders' Meeting (the
"Meeting") of the holders of the Series 2020-F1 Notes of Invenio Capital Plc
(the "Issuer") (the "Noteholders") will be held at 11:00 a.m. on 18 March 2022
and will be held online by way of video conference 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.

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

The Trustee expresses no opinion on, and makes no representations as to the
merits of, the Resolution or the proposals set out in the Resolution.

BACKGROUND

ISSUE OF THE SERIES 2020-F1 NOTES

1.            The Series 2020-F1 Notes are issued under the
Programme and are subject to the Programme Documents listed in Annex A.  The
GBP Notes, USD Notes and EUR Notes are constituted by the Supplemental Trust
Deed.

2.            The Supplemental Trust Deed contains the Conditions
and each applicable pricing supplement (each a "Pricing Supplement" and,
together the "Pricing Supplements") relevant to the applicable Series 2020-F1
Notes and which, in each case, completes the Conditions.  Each Pricing
Supplement is subject to the information contained in the Listing
Particulars.

FORM OF THE SERIES 2020-F1 NOTES

3.            The Series 2020-F1 Notes have been issued in
registered form and settled and transferred through Euroclear UK & Ireland
Limited (formerly known as CREST Co Limited) ("CREST") in accordance with the
Uncertificated Securities Regulations 2001 (SI 2001/3755) (the "Regulations").

4.            References in the Conditions and in this announcement
to "Noteholder" are references to the person in whose name the Series 2020-F1
Notes is for the time being registered in CREST.  Any individual or other
investor in the Series 2020-F1 Notes who is not recorded as a Noteholder in
the records of CREST or the Registrar must look solely to the relevant person
in whose name the Series 2020-F1 Notes is for the time being registered in
CREST for such investor's share of each payment made by the Issuer and in
relation to all other rights arising under the Series 2020-F1 Notes. The
extent to which, and the manner in which, such investors may exercise any
rights arising under the Series 2020-F1 Notes will be determined in accordance
with such agreement as may exist between such investor and the applicable
Noteholder.

AMOUNT OF THE SERIES 2020-F1 NOTES OUTSTANDING

5.            Under the Issuer's programme, as at 22 February 2022,
being the latest practicable date prior to the publication of this Notice, the
Issuer has issued £710,818 (in respect of the GBP Notes), $727,468 (in
respect of the USD Notes), and €733,564 (in respect of the EUR Notes) under
the Series 2020-F1 Notes. Therefore, the total voting rights in the Issuer as
at 22 February 2022 for Series 2020-F1 Notes are 710,818 votes (in respect of
the GBP Notes), 727,468 votes (in respect of the USD Notes), and 733,564 votes
(in respect of the EUR Notes).

INITIAL USE OF PROCEEDS OF THE SERIES 2020-F1 NOTES

6.            The net proceeds of the issue of Notes of Series
2020-F1 Notes were provided pursuant to a facility agreement (the "2021
Facility") to NQ Minerals PLC ("NQM") and in respect of which certain security
agreements were entered into (the "2021 Security"), which included security
over all assets and undertakings of NQM and its subsidiaries ("NQ Group") at
that time, as well as, amongst others, a mortgage over the estate, title and
interest in the Hellyer Gold Mine in Tasmania, Australia.  Pursuant to the
Existing AF Security, the Issuer acceded to certain priority and Intercreditor
Agreement (the "2021 Intercreditor Agreement").

2020 NOTEHOLDER MEETING AND HGM REFINANCING

7.            In early 2020, NQM sought to refinance the existing
project debt for the Hellyer Gold Mine in Tasmania, Australia and on 1
December 2020 an NQM subsidiary, Hellyer Gold Mines Pty Ltd ("HGM") entered
into a US$55 million loan facility with ING Bank N.V. ("ING Facility") and
life-of-mine marketing agreements with Traxys Europe S.A. for the purchase of
all the metal concentrates to be produced from its tailings reprocessing
activities (the "HGM Refinancing").

8.            In order to proceed with the HGM Refinancing, ING
required that it be granted senior-ranking security granted to Audley Funding
Plc (another lender, which had also issued a series of notes, the "Audley
2017-F2 Series Notes") and NQM sought for the initial security granted
pursuant to the Audley 2017-F2 Series Notes to be restructured (the "Audley
2017-F2 Series Notes Restructuring"), for which consent of the applicable
Audley 2017-F2 Series noteholders was obtained pursuant to meeting of Audley
2017-F2 Series noteholders which was convened on 1 May 2020, and was adjourned
and reconvened on 20 May 2020 (the "2020 Audley Noteholder Meeting").

9.            Pursuant to the extraordinary resolutions passed at
the 2020 Audley Noteholder Meeting, the Audley 2017-F2 Series Notes
Restructuring was approved.

FURTHER FINANCIAL DIFFICULTIES AND COMMENCEMENT OF NQM ADMINISTRATION

10.          In June 2021, NQM announced it had engaged in a plan to
restructure its balance sheet and was in refinancing negotiations with
financial institutions.

11.          On 30 July 2021, NQM requested that trading of its
shares on the Aquis Stock Exchange be suspended due to a failure to deliver
obtain Director approval of financial statements for the year ended 31
December 2020 and NQM warned the opinion of the Directors was that NQM's
ability to continue as a going concern was in doubt.

12.          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.

FINANCIAL POSITION OF NQM AT THE COMMENCEMENT OF THE NQM ADMINISTRATION

13.          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 2020-F1 Notes advanced to NQM by
the Issuer) were £2,184,442.

14.          The structure of the NQM Group involves:

(a)           Ownership of the Hellyer Gold Mine and Beaconsfield
Mine

NQM is the sole shareholder of Keen Pacific Limited (incorporated in the
British Virgin Islands), which is the sole shareholder of Ivy Resources Pty
Ltd ("Ivy Resources"), which is the sole shareholder of HGM and Pieman
Resources Pty Ltd ("Pieman") (incorporated in Australia).  HGM and Pieman own
the operational assets for the Hellyer Gold Mine and the Beaconsfield Mine;

(b)          Ownership of the Ukalanda and Square Post Tenements

NQM is the sole shareholder of NQ Minerals Pty Ltd (incorporated in Australia)
which is the sole shareholder of Circle Resources Pty Ltd (incorporated in
Australia) ("Circle Resources").  Circle Resources holds the Ukalanda and
Square Post Tenements.

A structure chart setting out the group structure of NQM is set out in Annex
C.

PURPOSE AND CONDUCT OF THE NQM ADMINISTRATION

15.          In the Statement of Proposals published by the Joint
Administrators (in accordance with Paragraph 49 of Schedule B1 of the
Insolvency Act 1986) published after being appointed in August 2021 (the
"Statement of Proposals"),  the Joint Administrators identified that the most
appropriate objective to pursue in the NQM Administration was that set out in
Paragraph 3(1)(b) of Schedule B1 of the Insolvency Act 1986 (Purpose of
administration), specifically, to achieve a better result for the NQM's
creditors as a whole than would be likely if the company were wound up
(without first being in administration).

16.          As of August 2021, the Joint Administrators notified in
the Statement of Proposals that they were considering the following options to
achieve the requisite objective of the NQM Administration:

(a)           sale or refinancing of one or more of the immediate
subsidiaries (NQ Minerals Pty Limited and Keen Pacific Limited) subject to the
relevant secured consents;

(b)          sale or refinancing of one or more of the underlying
subsidiaries or assets (under the control of the Directors of those entities)
to enable funds to flow upwards to the Administration, subject to the relevant
secured consents; or

(c)           a formal restructuring at NQM level, such as a cram
down of certain levels of debt incorporating a debt for equity swap, with the
appropriate consent to allow a potential rescue of the Company as a going
concern.

PROGRESS OF THE NQM ADMINISTRATION

17.          In February 2022, the Joint Administrators provided an
update that:

(a)           Sale of Keen Pacific Limited

In November 2021 the Joint Administrators instructed a financial advisory firm
to administer a sale process in respect of NQM's shares in Keen Pacific
Limited (the "Keen Sale").

As at the date of this Notice, the Joint Administrators are proceeding with
the successful bidding counterparty and the sale is expected to complete in
due course once all legal matters have been finalised.  Funds from the sale,
after costs, will be remitted to the estate of the NQM Administration (the
"Administration Estate").

(b)           Sale of the Beaconsfield Mine

The Joint Administrators have also overseen a process to arrange the sale of
the assets comprising the Beaconsfield mine for which an offer has been made
and is due to complete in due course (the "Beaconsfield Sale").  Funds from
this sale, after costs, will allow the repayment of an inter-company loan,
which will further enhance the funds in the Administration Estate.

(c)           Residual Assets

The Joint Administrators are currently seeking to maximise realisations from
the residual assets of the NQM Group including loans, debts and investments.

(d)           Anticipated recoveries

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.

ISSUER'S POSITION IN THE NQM ADMINISTRATION

18.          The Issuer is the largest unsecured creditor of NQM.
The Issuer has security over certain rights in respect of assets of the
subsidiaries of NQM pursuant to the 2021 Security Agreements.  These are:

(a)           first-ranking security over the shares of Circle
Resources Pty Ltd and Ivy Resources Pty Ltd;

(b)          guarantees of the amounts due from NQM under the 2021
Facility from each of Keen Pacific Limited and NQ Minerals Pty Ltd.

Following the conclusion of the NQM Administration, the Issuer intends to rely
on its rights under the 2021 Security Agreements.

19.          Pursuant to the Subordination Deed entered into between
the Issuer, Audley Funding Plc and NQM (amongst others), the Issuer may not to
take any steps to enforce its rights in respect of the 2021 Security
Agreements which would or could be reasonably expected to result in any
financial indebtedness (including the debt payable by NQM to ING Bank N.V. and
Audley Funding Plc).

20.          The Issuer proposes to notify the relevant chargors of
the 2021 Security Agreements, that an Event of Default has occurred pursuant
to the 2021 Facility, such that all amounts due under the 2021 Facility are
immediately due and payable, subject to the terms of the 2021 Intercreditor
Agreement.

21.          The Issuer understands from the Joint Administrators
that proceeds from the sale of assets of NQM will be retained in the
Administration Estate to be held for the creditors of NQM, and from which the
Joint Administrators (in the capacity of duly appointed Joint Liquidators)
may, after costs, following the completion of the Administration, pay a
dividend to the Issuer as a creditor of NQM.

22.          The Issuer has not had any update as to the likely
amount of any dividend to be paid by the Joint Administrators beyond that
disclosed in this Notice.

23.          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 2020-F1 Notes and subject to any retentions which the
Issuer is required to make to maintain the solvency of the Issuer.

MATTERS REQUIRING NOTEHOLDERS' APPROVAL

24.          The Issuer requests the Noteholders to approve and
consent to:

(a)           the deferral of payments of interest due to
Noteholders in respect of the Series 2020-F1 Notes, including those payments
which are due and payable and shall become due and payable pursuant to the
Conditions, as of the date of this Notice and to and until the date which all
amounts payable by NQM to ING Bank N.V. (pursuant to the ING Facility) (the
"Interest Standstill");

(b)          the Issuer serving notices on each relevant chargor in
respect of the applicable 2021 Security Agreements declaring the occurrence of
an Event of Default under the 2021 Facility, pursuant to which the applicable
payment obligations pursuant to the AF Security Agreements are immediately due
and payable, subject to the terms of the 2021 Intercreditor Agreement (the
"NQM Default Declarations"); and

(c)           in respect of the NQM Default Declarations, the Issuer
preparing and sending to the relevant chargors of the 2021 Security Agreements
notices comprising the NQM Default Declarations, as follows:

(i)           a notice to Keen Pacific Limited, that pursuant to
Clause 10 (Default) of the Ivy Share Security and pursuant to Clause 3
(Guarantee) of the Keen Guarantee, following the occurrence of an Event of
Default pursuant to Clauses 12.1, 12.5, 12.6, 12.7, 12.8, 12.9, 12.17 (Events
of Default) and pursuant to Clause 12.18 of the 2021 Facility, the Issuer
declares that all Loans (as defined in the 2021 Facility and all accrued
interest and all other amounts outstanding under the Finance Documents, the
"Outstanding 2021 Facility Amounts") are immediately due and payable, such
that amounts due pursuant to the Ivy Share Security and the Keen Guarantee are
immediately due and payable, subject to the 2021 Intercreditor Agreement (the
"Ivy Default Notice");

(ii)          a notice to NQ Minerals Pty Ltd, that pursuant to
Clause 10 (Default) of the Circle Share Security and pursuant to Clause 3
(Guarantee) of the NQM Guarantee, following the occurrence of an Event of
Default pursuant to Clauses 12.1, 12.5, 12.6, 12.7, 12.8, 12.9, 12.17 (Events
of Default) and pursuant to Clause 12.18 of the 2021 Facility, the Issuer
declares that all Outstanding 2021 Facility Amounts are immediately due and
payable, such that amounts due pursuant to the Circle Share Security and the
NQM Guarantee are immediately due and payable, subject to the 2021
Intercreditor Agreement (the "NQMPL Default Notice", together with the Ivy
Default Notice, the "NQM Default Notices").

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.

 

 

 

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 17 March 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 11 a.m. on 18 March 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 15 March 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 17 March 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 17 March 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.

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
18 March 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.

 

 

 

 

Annex A

Programme Documents

1.            Listing particulars dated 20 March 2020 setting out
information relating to the Issuer's £2,000,000,000 Secured Medium Term Note
Programme (the "Programme") (the "Listing Particulars");

2.            A trust deed dated 3 March 2020 (the "Trust Deed")
between the Issuer and the Trustee;

3.            A supplemental trust deed dated 3 March 2020 between
the Issuer and the Trustee in relation to the GBP Notes, the USD Notes and the
EUR Notes (the " Supplemental Trust Deed");

4.            A deed of charge dated 3 March 2020 between the
Issuer and the Trustee (the "Deed of Charge");

5.            An intercreditor deed dated 3 March 2020 between the
Issuer and the Trustee (the "Intercreditor Deed");

6.            An issue and paying agency agreement dated 3 March
2020 between the Issuer and Avenir Registrars Limited (the "Registrar") (the
"Agency Agreement"); and

 

 

7.            A servicer agreement dated 3 March 2020 between the
Issuer and Bedford Row Capital plc as servicer (the "Servicer") (the "Servicer
Agreement").

Annex B

2021 Security Agreements and 2021 Intercreditor Agreement

 

1.            Specific security deed between Keen Pacific Limited
as grantor and the Issuer as secured party in respect of shares in Ivy
Resources Pty Ltd (the "Ivy Share Security").

2.            Specific security deed between NQ Minerals Pty Ltd as
grantor and the Issuer as secured party in respect of shares in Circle
Resources Pty Ltd (the "Circle Share Security").

3.            Guarantee and indemnity by Keen Pacific Limited (the
"Keen Guarantee").

4.            Guarantee and indemnity by NQ Minerals Pty Ltd (the
"NQM Guarantee").

5.            Deed of subordination between the Issuer, Audley
Funding Plc, NQM, NQ Minerals Pty Ltd, Keen Pacific Ltd (the "Subordination
Deed").

 

 

Annex C

NQM Group Structure and Security Chart

 

 

 http://www.rns-pdf.londonstockexchange.com/rns/0064D_1-2022-2-28.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0064D_1-2022-2-28.pdf)

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