Clavis Securities - Notice to Noteholders
24/06/2021 10:12
RNS Number : 9937C
Clavis Securities PLC
24 June 2021
NOTICE TO NOTEHOLDERS
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.
If you are in any doubt as to the action you should take, you are recommended to take your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisers as you deem necessary.
This Notice is addressed only to holders of the Notes (as defined below) 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 or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.
If you have recently sold or otherwise transferred your entire holdings(s) of Notes referred to below, you should immediately forward this document 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.
IMPORTANT NOTICE TO THE HOLDERS OF THE OUTSTANDING
GBP 125,000,000 Class A3a Notes due December 2031
(ISIN: XS0255457706)
EUR 181,950,000 Class A3b Notes due December 2031
(ISIN: XS0255438748)
GBP 12,250,000 Class M1a Notes due December 2039
(ISIN: XS0255424441)
EUR 45,000,000 Class M1b Notes due December 2039
(ISIN: XS0255439043)
GBP 24,000,000 Class M2a Notes due December 2039
(ISIN: XS0255425414)
GBP 2,000,000 Class B1a Notes due December 2039
(ISIN: XS0255425927)
EUR 16,800,000 Class B1b Notes due December 2039
(ISIN: XS0255440728)
GBP 8,100,000 Class B2a Notes due December 2039
(ISIN: XS0255426818)
(together, the "Series 2006-1 Notes")
GBP 150,000,000 Class A3a Notes due December 2032
(ISIN: XS0302268361)
EUR 115,000,000 Class A3b Notes due December 2032
(ISIN: XS0302269096)
GBP 35,000,000 Class AZa Notes due December 2032
(ISIN: XS0302268445)
GBP 12,000,000 Class M1a Notes due December 2040
(ISIN: XS0302269682)
EUR 15,500,000 Class M1b Notes due December 2040
(ISIN: XS0302270854)
GBP 5,000,000 Class M2a Notes due December 2040
(ISIN: XS0302270185)
EUR 21,900,000 Class M2b Notes due December 2040
(ISIN: XS0302271662)
GBP 5,500,000 Class B1a Notes due December 2040
(ISIN: XS0302270268)
EUR 12,850,000 Class B1b Notes due December 2040
(ISIN: XS0302271829)
GBP 8,100,000 Class B2a Notes due December 2040
(ISIN: XS0302270342)
(together the "Series 2007-1 Notes", and together with the Series 2006-1 Notes, the "Notes")
issued by
CLAVIS SECURITIES PLC
(incorporated with limited liability in England and Wales with registered number 5778179)
(the "Issuer")
24 June 2021
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.
NOTICE IS HEREBY GIVEN to the Noteholders that:
1. The purported notice released on Friday 18 June 2021, timed at or around 17:45, and purportedly for and on behalf of the Issuer, was not authorised, delivered nor issued by the Issuer. Noteholders are accordingly invited to disregard it.
2. The Issuer and Clavis Options Limited (the "Clavis Companies") have been made aware that proceedings in the High Court with claim number CR-2021-001057 have purportedly been brought in their names on 11 June 2021. The Clavis Companies confirm that they did not authorise, sanction or consent to be joined as purported claimants to the proceedings or authorise Paivi Helena Whitaker to sign the claim form purportedly on their behalf, and are, therefore, insofar as the proceedings complained hereof were properly constituted, taking steps to abandon and discontinue their involvement with them.
3. In light of the above and other related endeavours and actual instances of improper and unlawful interference with the assets, interests and affairs of the Clavis Companies, including, without limitation, attempts to restrain the Issuer in taking steps to explore options to redeem some or all of the Notes at a price of 100 per cent of the Principal Amount Outstanding thereof plus accrued and unpaid interest (as delineated in para.6 of the Issuer's announcement on 26 April 2021), on 16 June 2021, the Clavis Companies, together with Digital Asset Partners Limited (in its capacity as, inter alia, the Security Trustee, Series Note Trustee and Series Special Servicer of the Note Programme) and another party (together, the "Claimants"), issued High Court proceedings in the Commercial Court of England & Wales (Queen's Bench Division) with claim number CL-2021-000376 against Intertrust Management Limited; Intertrust Corporate Services Limited; Intertrust Directors 1 Limited; Intertrust Directors 2 Limited; Ms Whitaker; Bryan Cave Leighton Paisner LLP and Sarah Mcatominey (a partner at Bryan Cave Leighton Paisner LLP) (together, the "Defendants") seeking, inter alia, damages, declarations and injunctive relief, including, but not limited to:
a. damages for £14,250,000.00 plus compound, alternatively simple, interest pursuant to the Court's equitable jurisdiction and section 35A of the Senior Courts Act 1981;
b. declarations that:
i. none of the Defendants is an advisor, solicitor; agent, counsel, secretary, director or officer of any of the Claimants;
ii. none of the Defendants is authorised to deal with the rights, interests, benefits, assets and holdings of the Claimants; and
iii. each and every act purportedly done by the Defendants and their associates in the purported capacities referred to above, on or after 15 April 2021, was done without authority and is void and of no effect; and
c. injunctions restraining the Defendants whether by themselves, their directors, servants, employees or agents or otherwise, in:
i. taking (whether acting alone, or in combination with any other individual or entity) any step in relation to the affairs of the Claimants, including without limitation making any announcements, statements or representations concerning the affairs of the Claimants, or taking any other action whatsoever on behalf of, or in relation to, the Claimants; and
ii. holding themselves out or act as if they are a director, solicitor, counsel, advisor or agent of any kind to the Claimants, or as having any authority whatsoever to act on behalf of the Claimants and/or as having any authority to dispose or otherwise deal with the assets of the Claimants (whether as receivers, agents, attorneys or otherwise), or cause, procure or permit any other person to hold them out as such.
4. All rights of the Issuer in relation to the matter are expressly reserved in all respects.
5. The Issuer will provide such further notices to the Noteholders in relation to the above as it considers necessary.
Noteholders with queries concerning the content of this Notice are kindly requested to contact the Issuer using the details set out below:
CLAVIS SECURITIES PLC
86-90 Paul Street, London, England, EC2A 4NE
Email: investors@clavissecuritiesplc.com
This Notice is given by.
CLAVIS SECURITIES PLC as Issuer
Dated 24 June 2021
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