REG - Zipa Precious Metals - Notice to Noteholders

Permanent TSB groupAnnouncement

26/07/2024 16:45

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RNS Number : 0831Y  Zipa Precious Metals PLC  26 July 2024

ANNOUNCEMENT

Zipa Precious Metals Public Limited Company

(public limited company incorporated under the laws of Ireland)

Registered office: 2nd Floor, Block 5, Irish Life Centre, Abbey Street Lower,
Dublin D01 P767, Ireland

Notice

We hereby give notice to the Noteholders that, as disclosed in the Base
Prospectus for the Issue of Gold Securities dated 8 March 2024 (the
Prospectus), Zipa Precious Metals Public Limited Company (the Issuer) will
enter into one or more Master Swap Agreements under the Gold Securities
Programme. Unless otherwise defined, capitalised terms in this notice have the
same meaning as given to them in the Prospectus.

In connection with the Issuer's entry into one or more Master Swap Agreements,
the Issuer has requested that the Trustee agree, without the consent of the
Securityholders, to a modification to the Master Trust Deed to provide for
such further swap agreements to be entered by the Issuer, being a modification
which in the opinion of the Trustee is not materially prejudicial to the
interests of the Securityholders. In that regard, to assist it with forming
such opinion, the Trustee has been provided with, and relied on, an opinion of
counsel of the Issuer dated 1 July 2024 and a certificate of the directors of
the Issuer dated 1 July 2024 certifying that the proposed modification will
not be materially prejudicial to the interests of the Securityholders.

Supplemental Trust Deed

Pursuant to a Supplemental Trust Deed (the Supplemental Trust Deed), a copy of
which is enclosed and which will also be available at http://zipa.co, made
between the Issuer, the Trustee and Security Trustee and the Administrator
(together the Parties) dated 1 July 2024, the Parties agreed to make certain
amendments to the Master Trust Deed by adding a new clause 16.1.3 and Schedule
7, to allow the Issuer to agree, without the consent of the Trustee, from time
to time and for the avoidance of doubt on more than one occasion, to enter
into a master swap agreement with a new swap counterparty provided it shall
have delivered a certificate to the Trustee 7 business days prior to the entry
into a proposed master swap agreement. The Supplemental Trust Deed also
provides for certain amendments to be made to the definitions of "Master Swap
Agreement" and "Swap Counterparty" in the Master Conditions. The new clause
16.1.3 of the Master Trust Deed is set out below:

"16.1.3  The Issuer may agree without the consent of the Trustee, from time
to time and for the avoidance of doubt on more than one occasion, to enter
into a Master Swap Agreement with a new Swap Counterparty provided that it
shall have delivered a certificate to the Trustee substantially in the form
set out in Schedule 7 of this Master Trust Deed 7 Business Days prior to the
entry into a proposed new Master Swap Agreement."

Enquiries

The Issuer

2(nd) Floor, Block 5

Irish Life Centre

Abbey Street Lower

Dublin 1

D01 P767

Attention: the Directors

 

Important information

This announcement is not a prospectus, is distributed for information purposes
only and does not constitute or form part of any offer or invitation to issue,
acquire or dispose of any securities in any jurisdiction. Nothing in this
document is intended to amount to an invitation or inducement to engage in
investment activity. Nothing in this document amounts to the giving of advice.
If you are in any doubt as to the action you should take, you should consult a
professional adviser.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Dated 1 July
2024

 

 

Zipa Precious Metals Public Limited Company
(as Issuer)

 

Apex Corporate Trustees (UK) Limited
(as Trustee and Security Trustee)

 

Apex Fund Services (Ireland) Limited
(as Administrator)

 

 

 SUPPLEMENTAL TRUST DEED

 

 

THIS SUPPLEMENTAL TRUST DEED is dated 1 July 2024 and made between:

(1)       ZIPA PRECIOUS METALS PUBLIC LIMITED COMPANY, a public limited
company incorporated under the laws of Ireland with company number 734888,
whose registered office is at 2(nd) Floor, Block 5. Irish Life Centre, Abbey
Street Lower, Dublin 1, D01 P767 (the Issuer);

(2)       APEX CORPORATE TRUSTEES (UK) LIMITED, a company duly
incorporated and registered in England with registered company number 00239726
and whose registered office is at 6th Floor 125 London Wall, London, United
Kingdom, EC2Y 5AS (the Trustee and the Security Trustee as the case may be);
and

(3)       APEX FUND SERVICES (IRELAND) LIMITED, a company duly
incorporated and registered in Ireland with registered company number 636459
and whose registered office is at 2(nd) Floor, Block 5, Irish Life Centre,
Abbey Street Lower, Dublin 1, D01 P767, Ireland (the Administrator),

(each a Party and together, the Parties)

RECITALS:

(A)      The Issuer from time to time issues Gold Securities under its
Gold Securities Programme (the Programme).

(B)      In connection with the Programme, the Issuer, the Trustee, the
Security Trustee and the Administrator have entered into a master trust deed
dated 8 March 2024 (the Master Trust Deed).

(C)      The Parties have agreed to enter into this Supplemental Trust
Deed to make certain amendments to the Master Trust Deed and Conditions as set
out herein.

IT IS AGREED PURSUANT TO THIS SUPPLEMENTAL TRUST DEED as follows:

1         Definitions and interpretation

1.1      Capitalised terms used in this Supplemental Trust Deed
(including the Recital) but not otherwise defined shall have the meaning given
to them in the Master Trust Deed.

2         Amendment of the master trust deed

2.1      Each of the parties to this Supplemental Trust Deed hereby
agrees that, with effect from the date of this Supplemental Trust Deed, the
Master Trust Deed shall be amended as set out in clause 2.2 and 2.3 below and,
save as amended herein, the Master Trust Deed shall continue in full force and
effect.

2.2      The following shall be added as a new clause 16.1.3 immediately
after clause 16.1.2:

"16.1.3    The Issuer may agree without the consent of the Trustee, from
time to time and for the avoidance of doubt on more than one occasion, to
enter into a Master Swap Agreement with a new Swap Counterparty provided that
it shall have delivered a certificate to the Trustee substantially in the form
set out in Schedule  7  of this Master Trust Deed 7 Business Days prior to the
entry into a proposed new Master Swap Agreement."

2.3      A new Schedule  7  (Form of new Swap Counterparty Certificate),
as set out in Appendix A to his Supplemental Trust Deed, shall be added after
Schedule 6 (Form of Supplemental Trust Deed) of the Master Trust Deed.

3         Amendment of the conditions

3.1      Each of the parties to this Supplemental Trust Deed hereby
agrees that, with effect from the date of this Supplemental Trust Deed, the
Conditions set out in the Master Trust Deed shall be amended as set out in
clause 3.2 below and, save as amended herein, the Conditions set out in the
Master Trust Deed shall continue in full force and effect.

3.2      The definitions of 'Master Swap Agreement' and Swap Counterparty
in the Conditions shall be deleted in their entirety and replaced with the
following:

Master Swap Agreement means (i) the master swap agreement dated on or about
the date hereof between, amongst others, the Issuer and the Swap Counterparty
as may be amended, supplemented, novated or replaced from time to time and
(ii) each other master swap agreement that may be entered into from time to
time in accordance with clause 16.1.3 of the Master Trust Deed;

Swap Counterparty means (i) StoneX Financial Limited (and any successor or
replacement thereto) and (ii) each other swap counterparty that may be
appointed pursuant to a Master Swap Agreement;

4         Counterparts

This Supplemental Trust Deed may be executed in any number counterparts, all
of which taken shall constitute one and the same instrument.

5         Limited recourse and non-petition

5.1      Corporate Obligations

Notwithstanding anything herein to the contrary, no recourse under any claim,
debt, liability obligation, covenant (express or implied), or agreement (each
an obligation) of any party (acting in any capacity whatsoever) contained in
this Supplemental Trust Deed shall be had against any former, current or
future shareholder, officer, agent, advisor, employee or director (each, in
respect of the relevant party, a connected person) of the Issuer, by the
enforcement of any assessment or by any proceeding, by virtue of any statute
or otherwise, it being expressly agreed and understood that the obligations
under this Supplemental Trust Deed are corporate obligations of the Issuer and
no personal liability shall attach to, or be incurred by, any connected person
relating to a party under, or by reason of, any obligation under this
Supplemental Trust Deed, and that any and all personal liability for breach of
a party's obligation, either at law or by statute or constitution, by any
connected person is waived by the Trustee as a condition of, and consideration
for, the entry by the Issuer into this Supplemental Trust Deed.

5.2      No petition against the Issuer

The Trustee hereby undertakes to the Issuer that it shall not, nor shall any
party on its behalf, at any time institute, or join any person instituting,
against the Issuer, or any or all of its revenues and assets:

5.2.1       any bankruptcy, reorganisation, arrangement, examinership,
insolvency, winding up or liquidation proceedings, proceedings for the
appointment of a liquidator, examiner, administrator or similar official or
other proceedings under any applicable bankruptcy or similar law;

5.2.2       any petition for the appointment of a receiver (other than
the appointment of a receiver by the Security Trustee in accordance with the
terms of each Security Deed), examiner (or interim examiner), administrator,
trustee, liquidator (or provisional liquidator), sequestrator or similar
officer of it; or

5.2.3       any ex parte proceedings.

5.3      Limited recourse

Notwithstanding any provision in this Supplemental Trust Deed to the contrary,
of the Trustee hereby agrees and acknowledges with the Issuer that:

5.3.1       the obligations of the Issuer arising under this
Supplemental Trust Deed are limited recourse obligations of the Issuer which
are payable solely from the Secured Property in respect of the Gold Securities
and not to any other assets of the Issuer;

5.3.2       it will have recourse in respect of any amount, claim or
obligation due or owing to it by the Issuer (the Claims) only to the extent of
available funds pursuant to clause 4.3.1 above; and

5.3.3       after the application of such funds, the Issuer will not
have any assets available for payment of its obligations under this
Supplemental Trust Deed and any Claims will accordingly be extinguished to the
extent of any shortfall.

5.4      Survival

This clause 4 (Limited recourse and non-petition) shall survive the
termination or expiration of this Supplemental Trust Deed.

6         Counterparts

This Supplemental Trust Deed may be executed in any number counterparts, all
of which taken shall constitute one and the same instrument.

7         Governing law and submission to jurisdiction

7.1      Governing law

This Supplemental Trust Deed, unless otherwise specified therein, and any
non-contractual obligations arising out of or in connection with them shall be
governed by and construed in accordance with Irish law.

7.2      Jurisdiction

The courts of Ireland shall have exclusive jurisdiction to settle any disputes
that may arise out of or in connection with this Supplemental Trust Deed and
accordingly any legal action or proceedings arising out of or in connection
with this Supplemental Trust Deed (Proceedings) may be brought in such courts.
The Issuer irrevocably submits to the jurisdiction of such courts and waives
any objections to Proceedings in such courts on the ground of venue or on the
ground that the Proceedings have been brought in an inconvenient forum. This
submission is for the benefit of each of the Trustee and shall not limit the
right of it to take Proceedings in any other court of competent jurisdiction
nor shall the taking of Proceedings in any one or more jurisdictions preclude
the taking of Proceedings in any other jurisdiction (whether concurrently or
not).

 

 

 

 

APPENDIX A

Schedule  7  (Form of new Swap Counterparty Certificate)

ZIPA PRECIOUS METALS PUBLIC LIMITED COMPANY

(the Issuer)

DIRECTOR'S CERTIFICATE

 

To:       Apex Corporate Trustees (UK) Limited

6th Floor

125 London Wall

London

EC2Y 5AS

(as Trustee)

Re:       Gold Securities Programme

1.   Unless otherwise defined or stated herein, references to defined terms
in this director's certificate (the Certificate) shall have the same meaning
as ascribed to them in the master trust deed dated 8 March 2024 (the Programme
Launch Date) between (among others) the Issuer, Apex Fund Services (Ireland)
Limited (the Administrator), the Trustee and the Security Trustee (as amended,
amended and restated, varied or supplemented from time to time, the Master
Trust Deed).

2.   It is proposed that the Issuer enter into a new Master Swap Agreement
with __________________________ as a new Swap Counterparty (the New Swap
Counterparty)(the New Master Swap Agreement).

3.   We ______________________ and ______________________ being directors of
the Issuer, HEREBY CERTIFY, for the purposes of clause 16.1.3 of the Master
Trust Deed, that:

a.   the entry into the New Master Swap Agreement and appointing the New
Swap Counterparty will not be materially prejudicial to the interests of the
Securityholders; and

b.   the New Master Swap Agreement is substantially in the form of the
Master Swap Agreement entered into by (among others) the Issuer and the
Trustee on the Programme Launch Date.

This Certificate is given without personal liability attaching to the
signatories save where the information contained in the Certificate is given
fraudulently or with intent to mislead.

 

 

_________________________
___________________________

Director
 
Director

 

 

 

IN WITNESS whereof this Supplemental Trust Deed has been executed as a deed by
the parties hereto and delivered on the date stated above.

ISSUER

 SIGNED and DELIVERED as a DEED       )

)
 for and on behalf of
)

)
 ZIPA PRECIOUS METALS PLC

 by its lawfully appointed attorney

Attorney

in the presence of:

 _______________________

Signature of Witness

 _______________________

Occupation of Witness

 _______________________

Address of Witness

 

 

TRUSTEE

 SIGNED and DELIVERED as a DEED         )

)
 for and on behalf of
)

)
 APEX CORPORATE TRUSTEES (UK) LIMITED

 by its lawfully appointed attorney

Attorney

in the presence of:

 _______________________

Signature of Witness

 _______________________

Occupation of Witness

 _______________________

Address of Witness

 

 

SECURITY TRUSTEE

 SIGNED and DELIVERED as a DEED         )

)
 for and on behalf of
)

)
 APEX CORPORATE TRUSTEES (UK) LIMITED

 by its lawfully appointed attorney

Attorney

in the presence of:

 _______________________

Signature of Witness

 _______________________

Occupation of Witness

 _______________________

Address of Witness

 

 

ADMINISTRATOR

 SIGNED and DELIVERED as a DEED               )

)
 for and on behalf of
)

)
 APEX FUND SERVICES (IRELAND) LIMITED

 acting by:

 Director

Director/Secretary

Director/Secretary

 

)

)

)

)

 

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