RCS - Escher Marwick PLC - Escher Marwick PLC Issuer Announcement

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29/09/2023 10:15

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RNS Number : 1615O  Escher Marwick PLC  29 September 2023

Friday, 29 September 2023

Escher Marwick PLC

 

 

Issuer Announcement

Escher Marwick PLC

(Registered in England and Wales under Company Number 10112860) (the "Issuer")

£10,000,000 5% Fixed Rate Secured Notes Due 2023 (ISIN: GB00BFYFCF43)

(the "Series 2018-F1 Notes")

NOTICE OF TERMINATION OF STANDSTILL ARRANGEMENTS ENTERED INTO WITH APEX AERO
LIMITED, AND OTHER NOTICES RELATED TO THE SERIES 2018-F1 NOTES

On 9 July 2018, the Issuer issued the Series 2018-F1 Notes due 9 July 2023
under its £1,000,000,000 Secured Medium Term Note Programme (the
"Programme"). The Series 2018-F1 Notes are constituted by a trust deed dated
31 May 2016, as amended and restated on 14 October 2016, (the "Trust Deed"),
as supplemented by a supplemental trust deed dated 9 July 2018. Truva Services
Limited (formerly known as GRM Trustees Limited) acts as trustee in respect of
the Series 2018-F1 Notes under the Trust Deed and the Programme documents (the
"Trustee")

The proceeds of the Series 2018-F1 Notes were used to advance a loan to Apex
Aero Limited (the "Borrower") pursuant to the terms of a loan agreement dated
9 July 2018 (the "Borrower Loan Agreement")

The Borrower was unable to repay the principal amounts due under the Borrower
Loan Agreement when due on 9 July 2023.  As the Issuer relies on payments
from the Borrower to make payments under the Series 2018-F1 Notes, the Issuer
informed the Trustee that it will not be in a position to pay the principal on
the Series 2018-F1 Notes when due pursuant to the terms and conditions of
the Series 2018-F1 Notes.

On 5 July 2023 the Issuer received a letter from the Borrower requesting a
standstill period during which the Borrower would seek to refinance the
Borrower Loan Agreement and/or propose various restructuring options to the
Issuer. The Issuer agreed to such standstill request and entered into a
standstill agreement for a period of 90 days from 13 July 2023. The Issuer
requested a back to back standstill arrangement with the Trustee and the
Trustee agreed to such request for a period of 90 days from 13 July 2023.

On 14 September 2023 the Issuer and the Trustee were made aware that the
Borrower had appointed administrators  on 12 September 2023. As a result of
the Borrower entering into administration, the Standstill Agreements entered
into on 13 July 2023 between the Issuer and the Borrower, and the Issuer and
the Trustee, were both terminated. The Trustee has reserved its rights against
the Issuer.

On 19th September the Issuer received Enforcement Notice from the Trustee
where all of the Series 2018-F1 Notes were declared immediately due and
payable together with any accrued interest by the Trustee, and the Issuer was
instructed to terminate any and all powers of attorney it may have been
granted under the Transaction Agreements as defined in the Trust Deed.

The Trustee is in discussions with the joint administrators to find the best
solution to the noteholders. Progress of any related events will be announced
through an RNS Announcement either by the Issuer or the Trustee.

29 September 2023

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