National Storage Mechanism | Additional information
RNS Number : 4672M
Truva Services Limited
29 April 2024
 

THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE Series 2017-F4 GBP Notes (AS DEFINED BELOW).

THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE Series 2017-F4 GBP 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-F4 GBP 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 NOTEHOLDERS MEETING 24 MAY 2024

 

AUDLEY FUNDING PLC

(a public limited company under the laws of England and Wales with registration number 10364982 (the "Issuer"))

 

SERIES 2017-F4 GBP NOTES

ISIN: GB00BF2NNL31

£50,000,000 SECURED NOTES DUE 2037

 (the "Series 2017-F4 GBP Notes")

 

Under the £200,000,000 Secured Medium Term Note Programme (the "Programme")

 

Truva Services Limited (the "Trustee") has prepared this announcement to assist Noteholders and related investors in the Series 2017-F4 GBP Notes.

In relation to the issue of the Series 2017-F4 GBP Notes, the Issuer has published or entered into the following relevant documents:

(a)         

listing particulars dated 14 November 2016, setting out information relating to the Issuer's £200,000,000 Secured Medium Term Note Programme;

(b)         

a trust deed dated 14 November 2016 (the "Trust Deed") between the Issuer and the Trustee;

(c)         

a supplemental trust deed dated 30 June 2017 between the Issuer and the Trustee in relation to the Series 2017-F4 GBP Notes (the "Supplemental Trust Deed"). The Supplemental Trust Deed contains the terms and conditions applicable to the Series 2017-F4 GBP Notes (the "Conditions");

(d)         

a deed of charge dated 14 November 2016 between the Issuer and the Trustee (the "Deed of Charge");

(e)         

a registry services agreement dated 28 September 2016 entered into between the Issuer and Avenir Registrars Limited as paying agent and registrar (the "Registrar") (the "Agency Agreement"); and

(f)          

a servicer agreement dated 14 November 2016 between the Issuer, the Trustee and Bedford Row Capital plc (formerly known as Bedford Row Capital Advisers Ltd), 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 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 16 June 2017 (the "Investement Memorandum"), the Issuer used the proceeds from the Series 2017-F4 GBP Notes, less certain costs and expenses, to purchase shares in Metatron Global Fund, a Category 1 Business Company with company registration number 71424 C1/GBL, incorporated under the laws of the Republic of Mauritius as a private company limited by shares under the Companies Act 2001 and regulated by the Financial Services Act 2007 and the Securities Act 2005 (ISIN Code MU0329S00005 and Sedol code B4KW274) (the "Fund").

2.     

The ability of the Issuer to meet its obligations to pay amounts due under Series 2017-F4 GBP 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 Fund.

3.     

The obligations of the Issuer in respect of the Series 2017-F4 GBP Notes were secured in favour of the Trustee (for the benefit of the Noteholders and certain other secured creditors of the Issuer) by fixed and floating charges over the Issuer's rights including the Issuer's Collateral Accounts and the property, undertaking and assets of the Issuer.

4.     

As at 2 April 2024, when confirmation was provided to the Trustee, the Issuer had 3,367,080 units of the Series 2017-F4 GBP Notes outstanding.

EVENT OF DEFAULT UNDER THE Series 2017-F4 GBP Notes

1.     

On 23 October 2023, the Trustee gave written notice to the Issuer, and relevant third parties, declaring that an Event of Default of the Series 2017-F4 GBP Notes had occurred and that the Series 2017-F4 GBP Notes were immediately due and payable, and that the Security is enforceable pursuant to the Deed of Charge.

2.     

On 9 November 2023, the Trustee informed the Noteholders (RNS: 0077T) that it had given notice to the Issuer declaring that all of the Series 2017-F4 GBP Notes were immediately due and payable together with any accured interest, in accordance with Condition 13 (Events of Default) 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.

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-F4 GBP 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.

NOTEHOLDERS MEETING 24 MAY 2024

1.   

The Trustee is convening a meeting of Noteholders to consider matters relating to the Series 2017-F4 GBP Notes. At this meeting the Trustee will hear requests from Noteholders about any steps they may want the Trustee to take in respect of the Series 2017-F4 GBP Notes.

2.   

The meeting of Noteholders will be held online by way of video conference at 12:00 p.m. on 24 May 2024 (with the option to attend by telephone conference).

3.   

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 2017-F4 GBP Notes and evidence of identity no later than close of business on 20 May 2024 by email to the Trustee at directors@truvacorp.com.

4.   

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.

5.   

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. A form of proxy is available upon request to the Trustee at directors@truvacorp.com.

6.   

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.

7.   

The Trustee reminds Noteholders that the Fund 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.

8.   

The documents listed in this announcement will be available to Noteholders only, upon request prior to and on the day of the noteholders 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-F4 GBP Notes to be disclosed to the Trustee, and verify their holdings of the Series 2017-F4 GBP Notes to the Trustee.

Noteholders may contact the Trustee by sending an email to directors@truvacorp.com referencing the ISIN of the Series 2017-F4 GBP Notes and "Audley Funding Plc" in the subject line of the email.

The Trustee would like to inform Noteholders that it has neither authorised nor instructed any party to represent it or to solicit funds on its behalf. Noteholders should not pay any money to any person purporting to represent the Issuer or the Trustee.

This announcement is given by Truva Services Limited in its capacity as Trustee.

29 April 2024

 

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