IA Capital Structures (Ireland) plc: Latam Hospitality FlexETP Loan (Series 96) Notes due 2026

Dublin (pta025/08.07.2025/16:48 UTC+2)

Company name IA Capital Structures (Ireland) plc
Headline Notice to Noteholders of Series 96

4 July 2025

REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (THE "MARKET ABUSE REGULATION") REQUIRES DISCLOSURE OF INSIDE INFORMATION RELATING TO THE ISSUER AND THE NOTES.

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION AND IS THEREFORE DISCLOSED IN ACCORDANCE WITH THE ISSUER'S OBLIGATIONS UNDER ARTICLE 17 OF THE MARKET ABUSE REGULATIONS.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.

If you have recently sold or otherwise transferred your entire holding(s) of the 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.

MARKET ABUSE REGULATION ANNOUNCEMENT
NOTICE FROM THE ISSUER TO NOTEHOLDERS
IA CAPITAL STRUCTURES (IRELAND) PLC

Relating to Latam Hospitality FlexETP Loan (Series 96) Notes due 2026
ISIN: XS1539826518 COMMON CODE: 153982651
(the "Notes" or the "Series" and the holders thereof the "Noteholders")

Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Series Memorandum in relation to the Notes dated 29 December 2016 as supplemented by a Supplement to the Series Memorandum dated 25 March 2021 and the Conditions of the Notes as the same may be amended and / or supplemented from time to time.

The purpose of this notice is to provide Noteholders with an update on the status of the Notes, inform Noteholders that the Borrowers have missed interest payments under the Loans, and provide Noteholders with the next steps currently being considered with respect to the events described in this notice.

BACKGROUND

The Loans

The entire net proceeds of the Notes, USD 9,311,600, were used to make loans to Rancho Real Estate S.A. de C.V. and Prime Real Estate of Cabo S.A. de C.V. (the "Borrowers") in equal amounts pursuant to Unsecured Loan Agreements, dated 29 December 2016 (the "Loans") and amended on 25 March 2021(the "Amended Loans"). The terms of the Amended Loans provide for interest to accrue thereunder, payable quarterly.

Portfolio Manager Resignation, Informational Requests, and Missed Interest Payments

The Portfolio Manager of the Series (the "PM") was responsible for providing the Issuer and Series Agents with ongoing compliance and financial information required from the Borrowers for the proper functioning of the Series. However, the PM resigned on 7 November 2023 while information was outstanding for the third quarter of 2023. The Noteholders were notified of the PM's resignation by notice dated 31 January 2024.

Because of the outstanding compliance information, transactions in the series were frozen at the end of the second quarter of 2023, including distribution to Noteholders of interest payments. Around that time, the Calculation Agent, on behalf of the Issuer, contacted the Borrowers directly to obtain the outstanding information.Subsequently, the Borrowers provided some of the information, which the Issuer in April 2025 deemed sufficient to unfreeze the transactions in the series. At this time, however, the Borrowers informed the Calculation Agent that they could not make any further interest payments, including those outstanding. The Borrowers have communicated their desire to engage with Noteholders in order to negotiate amended terms for the Amended Loans.

MISSED INTEREST PAYMENT AND DECLARE AN EVENT OF DEFAULT

The Amended Loans require the Borrowers to make quarterly interest payments. While the transactions in the series were frozen, the borrowers did not make interest payments originally due on 31 March 2024, 30 June 2024, 30 September 2024, 31 December 2024, and 31 March 2025, respectively. These payments totalled USD 465,324.92 (USD 232,662.46 for each Borrower).

Given no progress has been made by the Borrowers in addressing the outstanding interest payments, the Issuer served notices (the "Demand Notices") on each of the Borrowers on 27 June 2025 that failure to pay the interest owed (the "Missed Interest Payments") within 5 days of receipt of the letter would constitute an Event of Default and that the Issuer would become entitled to exercise all rights and remedies under the Loan Agreement and Promissory Note, including the declaration that all Obligations payable by the Company shall become immediately due and repayable, as specified in Clause 8 (Rights of Holder Upon Default) of the Promissory Note (the "Issuer's Rights on Default"). The Borrowers failed to make the required interest payments and therefore an Event of Default occurred under each Promissory Note 5 days after receipt of the Demand Notices by the Borrowers, on 2 July 2025. The Issuer is now entitled to exercise the Issuer's Rights on Default.

Noteholders should be aware that the Borrowers have requested an open line of communications, mediated via the Calculation Agent, to negotiate amendments and restatements to the Amended Loans. Any such amendments and restatement would be subject to Issuer and Trustee approval, and it is likely that the Trustee would require an Extraordinary Resolution of Noteholders before agreeing to any such amendment and restatement.

Noteholders should also be aware that the occurrence of an Event of Default under the Loans constitutes an Additional Mandatory Redemption Event under the Notes and the Notes are now subject to mandatory redemption in accordance with Condition 2(b) of the Notes which provides that "The Issuer shall give notice to the Trustee and the Noteholders in accordance with Condition 7 that the Notes are due and repayable at the amounts specified in Condition 2(e) as soon as reasonably practicable after becoming aware of such event or circumstance."

This notice constitutes the notice referred to above and a copy of this notice is being sent to the Trustee.

NEXT STEPS

The Notes are now subject to mandatory redemption. However, the Borrowers indicated that they are not in a position to repay the Amended Loans in full, should the Issuer demand such repayment. The Amended Loans are unsecured and so, were the Issuer to require immediate repayment of all amounts owed under the Loans, the Borrower may not be in a position to make such repayment for an undetermined timeframe.

In light of the above, the Issuer, through the Calculation Agent, is currently in discussions with the Borrowers with respect to next steps that should be taken. The Issuer will issue a further notice to the Noteholders once more information is available with respect to such next steps.

Noteholders should be aware that the Trust Deed provides that upon a request in writing from Noteholders holding the requisite principal amount of the Notes for the time being outstanding, the Issuer and Trustee shall, convene a meeting of Noteholders and such meeting would give Noteholders the right to give certain instructions and directions to the Issuer and Trustee in accordance with the provisions of Schedule I of the Trust Deed.

FURTHER INFORMATION

For further information with regard to this notice, please contact:
FlexFunds Ltd.
noteholder.support@flexfunds.com

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