RCS - Truva Services Ltd - Trustee Notice to Noteholders
15/12/2023 19:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231215:nRSO0568Xa&default-theme=true
RNS Number : 0568X Truva Services Limited 15 December 2023
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE
REGISTERED AND BENEFICIAL OWNERS OF THE Series 2018-F1 Notes (AS DEFINED
BELOW).
THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE Series 2018-F1 Notes AND
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO DISTRIBUTE IT ("RELEVANT
PERSONS"). IT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF
THE Series 2018-F1 Notes, YOU SHOULD IMMEDIATELY FORWARD THIS NOTICE TO THE
PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH
WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR
TRANSFEREE.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED
AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY
OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY
OTHER ENTITY IN ANY JURISDICTION.
TRUSTEE NOTICE TO NOTEHOLDERS
ESCHER MARWICK PLC
(incorporated as a public limited liability company under the laws of England
and Wales with registration number 10112860 (the Issuer))
SERIES 2018-F1 GBP NOTES
ISIN: GB00BFYFCF43
£10,000,000 5% Fixed Rate Secured Notes Due 2023
(the "Series 2018-F1 Notes")
under the £500,000,000 Secured Medium Term Note Programme
1. 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 (the "Supplemental Trust Deed")
and secured pursuant to a deed of charge dated 31 May 2016 (the "Deed of
Charge").
2. The Supplemental Trust Deed contains the conditions applicable to the Series
2018-F1 Notes (the "Conditions") and a pricing supplement (the "Pricing
Supplement") relevant to Series 2018-F1 Notes and which completes the
Conditions.
3. The Series 2018-F1 Notes benefit from an agency services agreement dated 31
May 2016 entered into between the Issuer and Avenir Registrars Limited as
paying agent (the "Paying Agent") (the "Agency Agreement").
4. Capitalised terms used but not defined in this Notice shall have the same
meaning given to them in the Conditions.
5. Truva Services Limited acts as trustee for the Noteholders of the Series
2018-F1 Notes and for the Secured Parties under the Trust Deed and the Deed of
Charge (the "Trustee").
6. Any references in this Notice to the Trustee shall, as the context may
require, be construed to refer to the Trustee acting pursuant to, and in
accordance with, the Trust Deed and/or the Deed of Charge.
BACKGROUND
A. The Issuer used the proceeds from the Series 2018-F1 Notes to grant a secured
loan facility to Apex Aero Limited (the "Borrower") pursuant to a facility
agreement dated 9 July 2018 (the "Facility Agreement"). On 9 July 2019, the
Borrower granted to the Issuer certain mortgages and charges over its business
and assets (the "Debenture").
B. 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
Facility 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.
C. The Borrower was placed into Administration on 12 September 2023 pursuant to
paragraph 22 of Schedule B1 to the Insovency Act 1986 and Peter Hart and
Stephen Goderski of PKF Geoffrey Martin &Co Limited were appointed as
joint administrators on the same date (the "Joint Administrators").The
appointment of the Joint of Administators constituted an Event of Default
under the Facility Agreement and the Debenture.
D. On 19 September 2023 the Trustee gave notice to the Issuer declaring that an
Event of Default of the Series 2018-F1 Notes had occurred and that the Series
2018-F1 Notes were immediately due and payable. On 19 September 2023 the
Trustee gave notice to the Issuer and Borrower that due to the Event of
Default the Security is enforceable pursuant to the Deed of Charge and the
Debenture and directing the Borrower (in administration) that it may only act
pursuant to the instructions of the Trustee in respect of the Facility
Agreement.
E. On 27 September 2023 the Trustee informed the Noteholders, RNS Number 8838N,
that it had given notice to the Issuer declaring all of the Series 2018-F1
Notes immediately due and payable together with any accrued interest, in
accordance with Condition 13 (Events of Defaults) of the Conditions.
F. The Issuer under clause 16.1 (Power of Attorney) of the Trust Deed, by way of
security, irrevocably and severally appointed the Trustee, to be its attorney
acting severally, and on its behalf and in its name or otherwise to execute
and do all such assurances, acts and things which the Issuer ought to do under
the covenants and provisions contained in the Trust Deed.
G. The Issuer, under clause 14.1 (Power of Attorney) of the Deed of Charge, by
way of security, irrevocably and severally appointed the Trustee to be its
attorney acting severally, and on its behalf and in its name or otherwise to
execute and do all such assurances, acts and things which the Issuer ought to
do under the covenants and provisions contained in the Deed of Charge.
H. Following the enforcement notice dated 19 September 2023 and pursuant to the
power of attorney contained in clause 16.1 (Power of Attorney) of the Trust
Deed and clause 14.1 (Power of Attorney) of the Deed of Charge, the Trustee as
attorney for the Issuer can approve, consent and enter into agreements to
endeavour to collect from the Borrower an amount equal to the payments due
under the Facility Agreement plus accrued interest.
I. On 23 October 2023, the Joint Administrators informed the Trustee that the
Joint Administrators and Aeras Aviation LTD had entered into a sale and
purchase agreement (the "SPA"). The Joint Administrators, as officers of the
Court, asked the Trustee execute a deed of release (the "Deed of Release") to
release certain assets from the security in order to facilitate the sale of
Borrower's assets, acting by its Joint Administrators. The Trustee took legal
advice as to whether to concur with the Joint Administators to executing the
Deed of Release. The Trustee signed the Deed of Release on 23 October 2023.
J. On 8 December 2023, the Issuer, as the secured creditor of the Borrower
sumbmitted a proof of debt to the Joint Administrators setting out the total
outstanding amount in respect of the Facility Agreement.
K. In accordance with the order of application set out in Condition 4 (Status and
Application of Moneys) of the Conditions and clause 6.1 (Priority of Payments)
of the Deed of Charge, all moneys received by the Trustee shall be held on
trust and applied in accordance with the priority of payments as set out in
Condition 4 (Status and Application of Moneys) of the Conditions as follows:
(i) first, in or towards satisfaction of (x) the costs, expenses, fees or other
remuneration and indemnity payments (if any) and any other amounts incurred by
the Trustee in preparing and executing the trusts and performing any
obligations under the Transaction Documents; (y) the costs, expenses, fees or
other remuneration and indemnity payments (if any) and any other amounts
payable to any Receiver, including in the case of either the Trustee or a
Receiver the costs of enforcing and/or realising any Security;
(ii) second, in or towards satisfaction of the costs, expenses, fees or other
remuneration and indemnity payments (if any) and any other amounts payable to
the Agents under the Transaction Documents;
(iii) third, in or towards payment of all arrears of interest remaining unpaid in
respect of the Notes or Coupons and all principal monies due on or in respect
of the Notes; and
(iv) fourth, the balance (if any) in payment to the Issuer.
ACTIONS TAKEN BY THE TRUSTEE
1. Pursuant to clause 2.5 (Payment After a Default) of the Trust Deed, the Agents
are required, following receipt of the enforcement notice dated 19 September
2023, to hold all amounts held in respect of the Series 2018-F1 Notes to, or
to the order of, the Trustee.
2. In accordance with the Trust Deed, the Trustee requested that all moneys
standing to the credit or account of the Issuer and the Servicer and all other
assets be sent to the Trustee. On 22 September 2023 the Trustee received
GBP192,824.49 from the Servicer. The Trustee was also informed that GBP300,000
is held in Financial Collateral Assets, which as at the date of this notice
has not been realised.
3. In accordance with the order of application set out in Condition 4 (Status and
Application of Moneys) of the Conditions, the Trustee applied the moneys
received in accordance with the priority of payments on 28 October 2023 but
the Trustee was only able to satisfy the costs referred to in paragraph (i) of
Condition 4, as set out above in paragraph K, as there were insufficient funds
to make further distributions (the "Initial Distribution").
4. The Trustee is maintaining detailed records of the allocation and distribution
to ensure transparency and provide a clear account of how the moneys are
distributed (the "Distribution Report").
5. Following the sale of the Borrower's assets by the Joint Administrators, as
referred above in paragraph I, the Trustee received an initial dividend
payment from the Joint Administrators on 23 November 2023. The Trustee has
been collating the invoices from various Agents in order to be able to apply
the moneys in accordance with accordance with the priority of payments as set
out in Condition 4 (Status and Application of Moneys) of the Conditions.
6. The Trustee is now able to determine how much principal and interest it will
be able to distribute to the Noteholders in accordance with the priority of
payments. The Trustee has calculated that the amounts it can distribute are as
follows: (i) trustee fees and legal costs in the sum of GBP37,629; ii) costs,
expenses, fees to the Agents in the sum of GBP57,966.66; (iii) GBP111,797.44
in interest, which represents the total outstanding interest due; and (iv)
GBP1,305,431.39 in principal (together, the "Second Distribution"). The
outstanding principal in respect of the Series 2018-F1 Notes is GBP5,159,882.
7. Any shortfall amounts in relation to the Series 2018-F1 Notes will constitute
a shortfall in accordance with the Conditions of the Series 2018-F1 Notes.
8. The Trustee will continue to liaise with the Joint Administrators, the Issuer
and the Servicer to realise further assets and will notify the Noteholders in
due course.
9. In accordance with the Agency Agreement, the Trustee will pay the Second
Distribution to the Paying Agent for onward distribution to the Noteholders.
The Paying Agent will make all the payments on 2 January 2024 in accordance
with the calculations of 15 December 2023.
10. The Second Distribution will be made to the persons shown as the Holder in the
register at the close of business on the record date of 15 December 2023.
NEXT STEPS
The Distribution Report will be available on demand to the Noteholders who
will make themselves known to the Trustee and arrange for their position in
the Series 2018-F1 Notes to be disclosed to the Trustee and verify their
holdings of the Series 2018-F1 Notes to the Trustee.
Noteholders can contact or direct the Trustee by sending an email to
directors@truvacorp.com referencing the ISIN of the Series 2018-F1 Notes and
"ESCHER MARWICK PLC" in the subject line of the email.
This announcement is given by Truva Services Limited in its capacity as
Trustee.
15 December 2023
This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END NRAMZMMZRKDGFZMRecent news on Nanosynth
See all newsRCS - Truva Services Ltd - Trustee Notice to Noteholders
AnnouncementREG - AIM Nanosynth Group PLC - Cancellation - Nanosynth Group PLC
AnnouncementREG - Nanosynth Group PLC - Company Insolvency
AnnouncementRCS - Escher Marwick PLC - Escher Marwick PLC Issuer Announcement
AnnouncementREG - Nanosynth Group PLC - Accounts Update
Announcement