REG - Clavis Securities - NOTICE TO THE HOLDERS OF THE OUTSTANDING

MicrosoftAnnouncement

21/07/2021 17:50

RNS Number : 0400G
  
Clavis Securities PLC
  
21 July 2021
  
 

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 IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.
 
NOTICE TO THE HOLDERS

of the outstanding
GBP 125,000,000 Class A3a Notes due December 2031 (XS0255457706)

EUR 181,950,000 Class A3b Notes due December 2031 (XS0255438748)

GBP 12,250,000 Class M1a Notes due December 2039 (XS0255424441)

EUR 45,000,000 Class M1b Notes due December 2039 (XS0255439043)

GBP 24,000,000 Class M2a Notes due December 2039 (XS0255425414)

GBP 2,000,000 Class B1a Notes due December 2039 (XS0255425927)

EUR 16,800,000 Class B1b Notes due December 2039 (XS0255440728)

GBP 8,100,000 Class B2a Notes due December 2039 (XS0255426818)

(together, the "Series 2006-1 Notes")

GBP 150,000,000 Class A3a Notes due December 2032 (XS0302268361)

EUR 115,500,000 Class A3b Notes due December 2032 (XS0302269096)

GBP 35,000,000 Class AZa Notes due December 2032 (XS0302268445)

GBP 12,000,000 Class M1a Notes due December 2040 (XS0302269682)

EUR 15,500,000 Class M1b Notes due December 2040 (XS0302270854)

GBP 5,000,000 Class M2a Notes due December 2040 (XS0302270185)

EUR 21,900,000 Class M2b Notes due December 2040 (XS0302271662)

GBP 5,500,000 Class B1a Notes due December 2040 (XS0302270268)

EUR 12,850,000 Class B1b Notes due December 2040 (XS0302271829)

GBP 8,100,000 Class B2a Notes due December 2040 (XS0302270342)

(together the "Series 2007-1 Notes", and together with the Series 2006-1 Notes, the "Notes")

of
CLAVIS SECURITIES PLC
(the "Issuer")
Capitalised terms used, but not defined, in this notice have the meaning given to them (directly or indirectly) in the relevant edition of the standard provisions document dated 14 June 2006 (in relation to the Series 2006-1 Notes) and 30 May 2007 (in relation to the Series 2007-1 Notes) and signed by the Note Programme Arranger for the purpose of identification (each as amended from time to time, the "Standard Provisions Document") and the Transaction Documents referred to therein.
The Issuer refers to its notices dated 23 April 2021, 20 May 2021 and 18 June 2021 and the Purported Actions and Purported Terminations defined therein.
NOTICE IS HEREBY GIVEN to the Noteholders that:
·               on 15 July 2021, proceedings issued with claim number CR-2021-001057 by the Issuer and Clavis Options Limited (together, the "Clavis Companies"), Paivi Helena Whitaker, Intertrust Directors 1 Limited, Intertrust Directors 2 Limited, Intertrust Management Limited and Intertrust Corporate Services Limited (together, the "Claimants") against Rizwan Hussain, Annabel Watson, Amanda Watson, Digital Asset Partners Ltd ("DAPL"), Highbury Investments Limited and the Registrar of Companies (together, the "Defendants") were heard by Mr David Halpern QC (sitting as a Deputy High Court Judge) via Microsoft Teams (the "Clavis Proceedings");
·               on 16 July 2021, Mr David Halpern QC granted the Claimants relief in the Clavis Proceedings including but not limited to:
(a)        rectification of the register at Companies House in respect of the Clavis Companies; 
(b)        a declaration that HSBC has at all material times been and remains the Security Trustee and Series Note Trustee of the Issuer's note issue programme;
(c)        a declaration that Bluestone has at all material times been and remains the General Treasurer, Series Treasurer and Series Special Servicer of the Issuer's note issue programme;
(d)        declarations that since incorporation the only true directors of the Clavis Companies have been and continue to be Paivi Helena Whitaker, Intertrust Directors 1 Limited and Intertrust Directors 2 Limited;
(e)        declarations that Intertrust Corporate Services Limited continues to act as Share Trustee and secretary of the Clavis Companies;
(f)         a declaration that Intertrust Management Limited has been since 14 June 2006 and remains the only Corporate Servicer of the Issuer; 
(g)        a declaration that the filings at Companies House recording the change of registered office address of the Clavis Companies to 86-90 Paul Street, London, EC2A 4NE, England were filed without the Claimants' authority and were false and inaccurate, such that the Clavis Companies' correct address for correspondence is 1 Bartholomew Lane, London, EC2N 2AX; and
(h)        injunctions preventing the Defendants from taking any further actions in respect of the Clavis Companies,
(the "Order");
·               on 19 July 2021, DAPL issued an application seeking the Court of Appeal's permission to appeal the Order and, if granted, applying to set aside the Order and for a stay of execution of the Order (the "Appeal"). As at the date of this notice, the Appeal does not affect the description of the Order set out herein;
·               the notice dated 18 June 2021 was authorised, delivered and issued by the Issuer but that the notice purported to be issued by the Issuer on 24 June 2021 is unauthorised and inaccurate and should be disregarded; and
 
·               on 16 June 2021, proceedings were issued by Daniel Quirk with claim number CL-2021-000376, purportedly on behalf of the Clavis Companies and others (the "Hussain Proceedings"). The Hussain Proceedings have been brought in the name of the Clavis Companies without their authority.
Noteholders and potential noteholders should bear the above in mind before engaging in any trading of the Notes or taking any other investment decision in relation to the Notes, when reviewing notices purporting to come from the Clavis Companies, the Security Trustee, the Series Note Trustee, the General Treasurer, the Series Treasurer or the Series Special Servicer or when engaging in correspondence with such persons. 
The Issuer will provide such further notices to the Noteholders in relation to the above as it considers necessary. 
Queries may be addressed to the Issuer as follows:
directors-uk@intertrustgroup.com 
This Notice is given by the Issuer on 21 July 2021.

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