THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE AFFECTED Series (AS DEFINED BELOW). |
THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE AFFECTED Series 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 RELEVANT NOTEHOLDERS. IF RELEVANT 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 AFFECTED Series, 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 ISSUERS (AS DEFINED BELOW) OR ANY OTHER ENTITY IN ANY JURISDICTION. |
TRUSTEE NOTICE TO NOTEHOLDERS (THE "NOTICE") |
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ESCHER MARWICK PLC |
(incorporated as a public limited company under the laws of England and Wales with registration number 10112860) |
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SERIES 2016-6 GBP NOTES |
ISIN: GB00BD0FRG07 |
£200,000,000 5.5% FIXED AND FLOATING RATE SECURED NOTES DUE 2036 |
(the "Series 2016-6 GBP Notes") |
|
SERIES 2017-F1 EUR NOTES |
ISIN: GB00BF0L7628 |
€350,000,000 7% FIXED RATE SECURED NOTES DUE 2022 |
(the "Series 2017-F1 EUR Notes") |
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under the £500,000,000 Secured Medium Term Note Programme |
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DOVER HARCOURT LIMITED |
(a private limited company under the laws of England and Wales with registration number 10537069) |
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SERIES 2017-CI1 NOTES |
ISIN: GB00BYMV4732 |
£50,000,000 7% FIXED RATE SECURED EXCHANGE TRADED PRODUCT DUE 2027 |
(the "Series 2017-CI1 Notes") |
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Under the £400,000,000 Secured Note Programme |
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BALISE SPRINGS LIMITED |
(a private limited company under the laws of England and Wales with registration number 10843318) |
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SERIES 2018-F3 NOTES |
ISIN: GB00BGDYG020 |
£100,000,000 SECURED NOTES DUE 2028 |
(the "Series 2018-F3 Notes") |
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Under the £2,000,000,000 Secured Medium Term Exchange Traded Product Programme |
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(Escher Marwick Plc, Dover Harcourt Limited and Balise Springs Limited, together referred to as the "Issuers") |
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(the Series 2016-6 GBP Notes, Series 2017-F1 EUR Notes, Series 2017-CI1 Notes, Series 2018-F3 Notes, together referred to as the "Affected Series") |
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Truva Services Limited acts as the trustee for the Affected Series (the "Trustee"). The Trustee has prepared this Notice to assist relevant Noteholders and investors in the Affected Series. The Trustee is releasing a single Notice relating to the Affected Series rather than separate notices due to lack of funds held within the segregated issuer accounts for each of the Affected Series. The Trustee confirms that as of the date of this Notice, no funds have been received from the Issuers or the Servicer in respect of the Affected Series to cover costs incurred as a result of the events of default of the Affected Series. |
Capitalised terms used but not defined in this Notice shall have the same meaning given to them in the relevant listing particulars and the trust deeds for each of the programmes in relation to each Affected Series . |
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 deeds for the programmes. |
On 20 February 2024 the Trustee published announcements (RNS numbers: 8310D, 8321D, 8250D, 8322D) convening informal Noteholders meetings (the "Meetings") to consider matters relating to the Affected Series. The Meetings were held separately for each Affected Series via video conference on the following dates: |
· 11 March 2024 for the Series 2018-F3 Notes; · 12 March 2024 for the Series 2017-CI1 Notes; · 12 March 2024 for the Series 2016-6 GBP Notes; and · 13 March 2024 for the Series 2017-F1 EUR Notes. |
NOTICE IS HEREBY GIVEN that, no legal Noteholders nor interested parties of the Affected Series attended the Meetings. |
As at the date of this Notice the Trustee has received no instructions from the relevant Noteholders of the Affected Series to initiate any proceedings and/or take any steps or action. |
SHORTFALL AND TERMINATION OF THE AFFECTED SERIES |
In the absence of any instructions being received from relevant Noteholders, the Issuers, in accordance with the Conditions of each of the Affected Series may declare a shortfall and any such shortfall will be borne by the relevant Noteholders. |
The Trustee has been informed by the Issuers that, it has not received moneys to be able to make distributions in respect of the Affected Series and has declared a shortfall. The Issuers will now proceed to terminate the Affected Series. |
NEXT STEPS |
Relevant Noteholders who have questions in connection with this Notice should make themselves known to the Trustee, arrange for their position in the Affected Series to be disclosed to the Trustee, and verify their holdings of the Affected Series to the Trustee. |
Relevant Noteholders may contact the Trustee by sending an email to directors@truvacorp.com referencing the ISIN of the Affected Series and the name of the Issuers in the subject line of the email. |
This announcement is given by Truva Services Limited in its capacity as Trustee. |
5 April 2024 |