National Storage Mechanism | Additional information

THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE Series 2017-F1 EUR Notes (AS DEFINED BELOW).

THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE Series 2017-F1 EUR 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.

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 IMMEDIATELY CONSULT THEIR OWN FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVISERS.

IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF THE Series 2017-F1 EUR 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 OF INFORMAL NOTEHOLDERS MEETING 13 MARCH 2024

ESCHER MARWICK PLC

(incorporated as a public limited company under the laws of England and Wales with registration number 10112860 (the "Issuer"))

SERIES 2017-F1 EUR NOTES

ISIN: GB00BF0L7628

€350,000,000 7% FIXED RATE SECURED NOTES DUE 2022

(the "Series 2017-F1 EUR Notes")

under the £500,000,000 Secured Medium Term Note Programme (the "Programme")

Truva Services Limited (the "Trustee") has prepared this announcement to assist Noteholders and related investors in the 2017-F1 EUR Notes.

In relation to the issue of the 2017-F1 EUR Notes, the Issuer has published or entered into the following relevant documents:

(a)	listing particulars dated 31 May 2016, as amended and restated on 14 October 2016 setting out information relating to the Issuer's £500,000,000 Secured Medium Term Note;
(b)	a trust deed dated 31 May 2016, as amended and restated on 14 October 2016 (the "Trust Deed") between the Issuer and the Trustee;
(c)	a supplemental trust deed dated 30 August 2017 between the Issuer and the Trustee in relation to the Series 2017-F1 EUR Notes (the "Supplemental Trust Deed"). The Supplemental Trust Deed contains the terms and conditions applicable to the Series 2017-F1 EUR Notes (the "Conditions");
(d)	a deed of charge dated 31 May 2016 between the Issuer and the Trustee (the "Deed of Charge");
(e)	a registry services agreement dated 29 April 2016 entered into between the Issuer and Avenir Registrars Limited as registrar (the "Registrar") (the "Registry Agreement");
(f)	an agency services agreement dated 3 November 2017 entered into between the Issuer and Avenir Registrars Limited as paying agent (the "Paying Agent") (the "Agency Agreement"); and
(g)	a servicer agreement dated 31 May 2016 between the Issuer and Bedford Row Capital plc, as servicer (the "Servicer") (the "Servicer Agreement").

Capitalised terms used but not defined in this Notice shall have the same meaning given to them in the Trust Deed and the Conditions.

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

1.	As set out in the Investment Memorandum dated 12 Septemebr 2017 (the "Investement Memorandum"), the Issuer subscribed to an underlying financial product with ISIN: IT0005370785. The finacial product was issued by Solution Group S.p.A. ("Solution Group").
2.	The ability of the Issuer to meet its obligations to pay amounts due under Series 2017-F1 EUR Notes and its operating and administrative expenses was solely dependent upon the extent of moneys received or recovered by or on behalf of the Issuer from the Solution Group. In the event that the Solution Group defaults in making payments when due, the Issuer has no assets to make any payments under the Series 2017-F1 EUR Notes.
3.	In March 2022, the Solution Group was placed into liquidation and responsibility for the liquidation was assumed by Tribunal of Bologna, Italy.
4.	The Issuer was unable to make payments of interest due to Noteholders on the Series 2017-F1 EUR Notes in respect of certain Interest Payment Dates, as set out in the RNS announcements published by the Issuer (in respect of non-payment of interest) on 30 June 2022 (8097Q), 31 December 2021, 30 June 2021, 31 December 2020, and 30 June 2020. In each instance the non-payment by the Issuer was due to the Issuer not receiving payments from the Solution Group under which the proceeds of the Series 2017-F1 EUR Notes had been invested into.
5.	As at 12 January 2024, when confirmation was provided to the Trustee, the Issuer had EUR7,400,000 Series 2017-F1 EUR Notes outstanding and EUR2,087,827.78 in interest and expenses.

EVENT OF DEFAULT UNDER THE Series 2017-F1 EUR Notes

On 23 October 2023 the Trustee gave notice to the Issuer, and relevant third parties, declaring that an Event of Default of the Series 2017-F1 EUR Notes had occurred and that the Series 2017-F1 EUR Notes were immediately due and payable. On 23 October 2023 the Trustee gave notice to the Issuer that due to the Event of Default the Security is enforceable pursuant to the Deed of Charge.

On 10 November 2023, the Trustee informed the Noteholders (RNS: 1370T) that it had given notice to the Issuer declaring all of the Series 2017-F1 EUR Notes immediately due and payable together with any accrued interest, in accordance with Condition 13 (Events of Defaults) of the Conditions. Such notice reminded Noteholders of their ability to instruct the Trustee to take action as well as reminding Noteholders that the Trustee is entitled to be indemnified and/or secured and/or prefunded and relieved from responsibility in certain circumstances and to be paid its costs and expenses in priority to the claims of the Noteholders. The Trustee has requested that the Issuer again remind the Noteholders of their ability to request the Trustee to act.

TRUSTEE ACTION ON BEHALF OF NOTEHOLDERS

1.	The Trustee is not bound to exercise its discretion or institute any proceedings and/or steps or action unless:
(a)	it has been so requested in writing by Noteholders holding at least one quarter of the aggregate principal amount of the outstanding Series 2017-F1 EUR Notes or has been so directed by an Extraordinary Resolution; and
(b)	it has been indemnified and/or secured and/or pre-funded to its satisfaction.
2.	Under the Trust Deed, the Trustee is entitled to be indemnified and/or secured and/or prefunded and relieved from responsibility in certain circumstances and to be paid its costs and expenses in priority to the claims of the Noteholders.
3.	The Trust Deed provides that, when determining whether an indemnity or any security or pre-funding is satisfactory to it, the Trustee shall be entitled (i) to evaluate its risk in any given circumstance by considering the worst-case scenario and (ii) to require that any indemnity or security given to it by the Noteholders or any of them be given on a joint and several basis and be supported by evidence satisfactory to it as to the financial standing and creditworthiness of each counterparty and/or as to the value of the security and an opinion as to the capacity, power and authority of each counterparty and/or the validity and effectiveness of the security.
4.	As at the date of this Notice, no Noteholder has directed the Trustee to initiate any proceedings and/or take any steps or action. Furthermore, no request has been received from a Noteholder by the Trustee to convene a meeting of Noteholders.

INFORMAL NOTEHOLDERS MEETING 13 MARCH 2024

1.	The Trustee is convening an informal meeting of Noteholders to consider matters relating to the Series 2017-F1 EUR Notes. At this meeting the Trustee will hear requests from Noteholders about any steps they may want the Issuer or Trustee to take in respect of the Series 2017-F1 EUR Notes.
2.	If such requests require any modification of any provision of the Trust Deed or any other Transaction Document, as defined in the Trust Deed, the Trustee will then convene another meeting to submit the request to the Noteholders for voting in accordance with Schedule 3 of the Trust Deed.
3.	The meeting of Noteholders will be held online by way of video conference at 13:00 p.m. on 13 March 2024 (with the option to attend by telephone conference).
4.	Evidence of identity of Noteholders is required to be verified electronically prior to the meeting. In order to receive details of the video conference and to attend the meeting, each Noteholder will be required to provide confirmation as to their holding of the applicable Series 2018-F3 Notes and evidence of identity no later than close of business on 5 March 2024 by email to the Trustee at directors@truvacorp.com.
5.	The interested parties that would like to establish their proof of holding to the Legal Noteholder are required to do so through the chain of custodians intermediaries, etc, culminating with a Legal Noteholder, which can be verified by providing the following information (but not limited to): Statements. Custodian reports. Letters from custodian. It is important that the whole chain of custody is established by the interested party and is verifiable by the Trustee.
6.	Noteholders are entitled to appoint one or more proxies to exercise all or an of their rights to attend, speak and vote at the meeting. A proxy need not to be a Noteholder of the Issuer but must attend the meeting to represent a Noteholder. To be validly appointed, a proxy must be appointed using the procedures as set out in the Trust Deed.
7.	Any corporation which is a Noteholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a Noteholder provided that they do not do so in relation to the same notes.
8.	The Trustee reminds Noteholders that the Solution Group has not made any recent payments to the Issuer therefore any payment made will bear a shortfall. In accordance with Condition 23(d) any such shortfall will be borne by the Noteholders.
9.	The documents listed in this announcement will be available to Noteholders only, upon request prior to and on the day of the Meeting. Noteholders should submit a request to the Trustee at directors@truvacorp.com.

NEXT STEPS

Noteholders who have questions in connection with this Notice should make themselves known to the Trustee, arrange for their position in the Series 2017-F1 EUR Notes to be disclosed to the Trustee, and verify their holdings of the Series 2017-F1 EUR Notes to the Trustee.

Noteholders may contact the Issuer by sending an email to directors@truvacorp.com referencing the ISIN of the Series 2017-F1 EUR 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.

20 February 2024