Dublin (pta/14.09.2022/11:11) -
Issuer name IA Capital Structures (Ireland) plc
Headline Notice to Noteholders of Series 23
13 September 2022
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE
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 OWNERS IN A
If you are in any doubt as to the meaning of this notice, 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, 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.
NOTICE FROM THE CALCULATION AGENT TO NOTEHOLDERS
FlexInvest Securities, Inc. d/b/a GWM Group, Inc.
(the "Calculation Agent")
Shard Alliance (Series 29) Notes due 2035
ISIN: XS1224713658 COMMON CODE: 122471365
(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 dated 2 August 2015 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 pricing of the Notes.
The entire net proceeds of the Notes are invested in non-voting, participating Class A shares
(together with certain related rights as described in the Series Memorandum) of Shard Alliance Co
Ltd. ("Shard Alliance"), a British Virgin Islands company limited by shares and incorporated in
the British Virgin Islands (the "Class A Shares").
Shard Alliance has failed to provide Audited Financial Statements for the 2020 Financial Year,
due 31 July 2021, and Audited Financial Statements for the 2021 Financial Year, due 31 July 2022.
Given the failure of Shard Alliance to deliver valuation information in compliance with the audit
and valuation requirements the Calculation Agent is unable to determine a value for the Class A
Shares or the Notes at this time. The Calculation Agent will not provide a NAV Report until the
value of the Class A Shares and the Notes can be determined.
Notwithstanding the above, the decision not to publish a summary of the NAV Report on
Bloomberg nor disseminate the NAV to SIX Financial Information USA Inc. and to the Vienna
Stock Exchange may cause some pricing platforms, custodians, and other financial institutions to
(i) report a value for the Notes of zero, (ii) report the last published NAV price (being 150.02 as
of 28 February 2022) or (iii) designate pricing unavailability. Noteholders should be aware that
notwithstanding the manner in which pricing platforms, custodians, and other financial institutions
are reporting the value of the Notes, the Calculation Agent is not reporting a NAV price of the
Notes at this time and Noteholders should not rely on any reported price as reflecting the
Calculation Agent's determination of the current value of the Notes.
The Calculation Agent will provide further information to the Noteholders once available.
This Notice has not been formulated by the Trustee who expresses no view on it and the Trustee
expresses no opinion as to the actions (if any) the Noteholders may take in respect of this Notice.
The information contained herein has not been independently verified by the Trustee and the
Trustee makes no representation that all relevant information has been disclosed to Noteholders in
or pursuant to this Notice. In accordance with normal practice, the Trustee expresses no view as
to the truth, veracity, accuracy or completeness of the contents of this Notice. Accordingly, the
Trustee recommends that Noteholders consider seeking their own financial, tax, accounting,
investment and legal advice in respect of this Notice.
No responsibility or liability is or will be accepted by the Trustee in relation to the accuracy or
completeness of this Notice or any other written or oral information made available to any person
receiving this Notice or its advisers and any such liability is expressly disclaimed. This Notice is
made without prejudice to any and all of the Trustee's rights under the Conditions of the Notes and
the transaction documents relating to the Notes, all of which are expressly reserved.
This notice is for informational purposes only.
For further information with regard to the Notes, please contact:
IA Capital Structures (Ireland) plc
116 Mount Prospect Avenue, Clontarf
Dublin 3 Dublin
|Contact Person:||Arun Dawani|
|Stock Exchange(s):||Vienna MTF in Vienna|