Dublin (pta/15.09.2022/15:42 UTC+2)
Company name IA Capital Structures (Ireland) plc
Headline Notice to Noteholders of Series 76
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.
NOTICE FROM THE ISSUER TO NOTEHOLDERS
IA Capital Structures (Ireland) plc
Retail Holdings (Series 76) Notes due 2019
ISIN: XS1457633474 COMMON CODE: 145763347
(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 July 2016.
The purpose of this notice is to provide Noteholders with an update on the status of the Notes and
the Charged Assets for the Notes.
The Charged Assets for the Notes are principally comprised of the rights of the Issuer as lender
against Iasacorp International S.A.C. as borrower (the "Borrower") pursuant to an unsecured term
loan agreement originally dated 29 July 2016 and as most recently amended and restated on 28
April 2017 (the "Unsecured Loan Agreement"). Pursuant to a portfolio management agreement
dated 29 July 2016, the Issuer appointed BiscayneAmericas Advisers LLC as the portfolio
manager in respect of the Notes (the "Portfolio Manager").
The rights of the Issuer against the Borrower under the Unsecured Loan Agreement were acquired
by it following (i) the novation by Brazilian Industrial IC to the Issuer of its rights under a
promissory note dated March 31 2016 entered into between the Borrower, as borrower and
Brazilian Industrial IC as lender, the outstanding principal amount of which at the time of the
novation was USD 4,192,065 and (ii) the novation by Latam Retail I IC to the Issuer of a
promissory note dated June 26 2015 entered into between the Borrower, as borrower and Latam
Retail I IC as lender, the outstanding principal amount of which at the time of the novation was
USD 3,333,333.34 (the obligations of the Borrower under such promissory notes being the
"Novated Obligations"). In return for the transfer of the Novated Obligations, the Issuer delivered
Notes with a principal amount of USD 4,187,000 to the order of Brazilian Industrial IC and Notes
with a principal amount of USD 3,349,000 to the order of Latam Retail I IC. Following the
novation to the Issuer of the rights under the promissory notes, it was agreed by the Issuer and the
Borrower that such rights would be replaced by the rights and obligations under the Unsecured
Loan Agreement. In addition to acquiring the rights in respect of the Novated Obligations, the
Issuer advanced a new loan pursuant to the Unsecured Loan Agreement in the amount of USD
The Issuer understands, based on information currently available to it, that the Portfolio Manager,
the Borrower, Brazilian Industrial IC, and Latam Retail IC are likely related parties.
The payment obligations of the Borrower under the Unsecured Loan Agreement became due and
payable on 1 August 2019 (the "Loan Maturity Date"). As detailed in a previous notice of the
Issuer in respect of the Notes dated 12 August 2019 (the "Previous Notice"), the Issuer (as lender)
did not receive payment of the amounts due under the Unsecured Loan Agreement on the Loan
The failure of the Borrower to make the payments due on the Loan Maturity Date constituted a
Charged Assets Default and pursuant to Condition 2(b) the Notes became due and repayable as
provided by Condition 2(e).
In addition, in accordance with Condition 2(e)(3), as a consequence of the Notes becoming due
and payable pursuant to Condition 2(b), the security granted by the Issuer in respect of the Notes
became enforceable. The Issuer is not aware of any steps having yet been taken to enforce the
The Conditions provide that if the Notes become due and repayable in accordance with Condition
2(b), each Note will be redeemed by a payment of the Early Redemption Amount on the Early
Redemption Payment Date.
The Early Redemption Amount payable in respect of each Note is an amount equal to its pro rata
share of the Net Proceeds. The calculation of the Net Proceeds is dependent on the determination
of the Realisable Value. The Realisable Value consists of an amount determined by the Calculation
Agent, being the pro rata share of the proceeds of sale or other means of realisation of the Charged
Assets (including for the avoidance of doubt any repayments or prepayments of principal under
the Unsecured Loan Agreement) or any proportion thereof, as determined by the Calculation
Agent, in respect of one Note less any costs, expenses, taxes and duties incurred in connection
with the disposal, liquidation, realisation or transfer of the Charged Assets by the Sale Agent or
any Agent of the Issuer.
The Early Redemption Payment Date means five (5) Business Days following the day that the
Issuer receives the aggregate Realisable Value pursuant to Special Condition (IV).
The occurrence of the Early Redemption Payment Date is therefore contingent upon the receipt by
the Issuer of the Realisable Value, being principally the amounts due under the Unsecured Loan
Agreement. Accordingly, notwithstanding that the Notes have become due and payable, the
payment of any amounts to Noteholders is contingent on the receipt of proceeds of realisation of
the Charged Assets.
As disclosed in the Previous Notice, the Borrower provided written notice that it was unable to
pay the principal amount and interest required under the terms of the Unsecured Loan Agreement
on the Loan Maturity Date.
Pursuant to clause 10.1.1. of the Unsecured Loan Agreement, the failure of the Borrower to pay
any amount payable by it under the Unsecured Loan Agreement on the date it falls due constitutes
an Event of Default and default interest of twelve per cent (12.00%) accrues daily on the unpaid
amount until such time as it is paid.
As detailed in the Previous Notice, the Portfolio Manager proposed a payment plan for the payment
of the amounts owed, together with all costs, fees and expenses (including default interest) (the
"Payment Plan"). A copy of the Payment Plan was appended to the Previous Notice. The Payment
Plan contemplated that the payments would be made in seven (7) installments (the "Payment
Dates") with 1 November 2020 being the proposed final Payment Date. As advised in the Previous
Notice, the Payment Plan was only an estimate of the amounts that would be paid by the Borrower
and the Issuer was unable to provide any assurances to Noteholders that it would be in a position
to distribute these amounts to Noteholders following the Payment Dates.
DEVELOPMENTS SINCE PREVIOUS NOTICE
Following the Previous Notice, the Issuer received a number of payments in discharge of the
unpaid amounts under the Unsecured Loan Agreement. The Issuer understands that these payments
were made with funds provided by the main shareholder of the Borrower. On 20 August 2019, a
payment consisting of USD 500,000 in respect of outstanding interest under the Unsecured Loan
Agreement was received. On 16 December 2019 a further payment of USD 499,870 in respect of
outstanding interest under the Unsecured Loan Agreement was received. The Issuer used the
payments of outstanding interest it received to fund distributions in respect of the Notes on 9
September 2019 and 19 December 2019. In addition to the payments in respect of outstanding
interest, the Issuer also received payments in respect of outstanding fees in connection with the
Unsecured Loan Agreement. A payment of USD 164,615.00 was received on 13 August 2019, a
payment of USD 8,920.00 was received on 4 September 2019 and a payment of USD 63,167.53
was received on 9 October 2019.
As at 14 September 2022, the amounts outstanding from the Borrower in respect of the Unsecured
Loan Agreement are approximately USD 8,000,000 in principal and USD 4,999,743.96 in interest
(this includes default interest). In addition, approximately USD 263,085.04 in respect of
outstanding fees is payable by the Borrower to the Issuer.
Additionally, litigation was initiated in April 2020 in Miami-Dade County, Florida in the United
States against the Borrower and the Portfolio Manager that concerns investments made in the
Notes. On 1 September 2022, parties to the litigation notified the Court that they had reached a
settlement of all the claims, including the claims against the Borrower and the Portfolio Manager.
RELATED PARTY COMMUNICATION
In the period since the previous Notice, a number of attempts were made on behalf of the Issuer to
contact the Borrower and the Portfolio Manager to request an update on when the Borrower would
be in a position to repay the outstanding amounts. On 15 July 2022 the Issuer received a
communication from Iasa Corporation S.A. which the Issuer understands is a related party of the
Borrower (the "Related Party") (the "Related Party Communication") in which it advised that
it was looking to repay the outstanding amounts under the Unsecured Loan Agreement by a
number of possible means , including: (i) asset disposals, (ii) cash flow from related entities, and
finally, (iii) an institutional investor who is interested in financing the business and/or making an
offer to purchase the outstanding amounts under the Unsecured Loan Agreement held by the
Issuer. The Related Party did not provide a firm timeline for when further payments would be
made under the Unsecured Loan Agreement but indicated that it would be provide further
information in the following weeks.
BANKRUPTCY OF THE BORROWER
The Issuer has been informed that a liquidator to the Borrower filed a petition for the bankruptcy
of the Borrower before the Peruvian courts which was granted and made publicly available on 18
May 2022. The Issuer understands that following a declaration of bankruptcy, it may no longer be
possible to recover directly from the Borrower any outstanding debts which remain unpaid.
In light of the above, Issuer is not able to provide any indication of the prospects of further amounts
being received under the Unsecured Loan Agreement which will impact the ability of the Issuer to
make further payments under the Notes.
CALCULATION OF THE NET ASSET VALUE OF THE PORTFOLIO
The Calculation Agent is currently unable to calculate a Net Asset Value of the Portfolio due to
the lack of information regarding the value, if any, of the Issuer's rights under the Unsecured Loan
Agreement. To the extent that the Calculation Agent determines, whether following the receipt of
further information or otherwise, that it is able to calculate a Net Asset Value of the Portfolio, a
further update will be issued to Noteholders. Noteholders should be aware that any previously
published Net Asset Value of the Portfolio should not be considered as an indication of the current
Net Asset Value of the Portfolio.
The Issuer is assessing the next steps and as part of its assessment the Issuer will continue to seek
clarification of whether there is any prospect of further amounts being recovered from any party
in respect of the outstanding amounts under the Unsecured Loan Agreement. If it is established
that despite the intention expressed by the Related Party in the Related Party Communication to
make further payments, there is no prospect of further amounts being received under the Unsecured
Loan Agreement, the next steps may include a final redemption of the Notes at zero The Issuer
will publish a further notice for Noteholders once it has determined the next steps.
This notice is for informational purposes only and Noteholders are not required to take any action
at this time. Noteholders who wish to discuss the possibility of action being commenced by the
Issuer in respect of the Unsecured Loan Agreement are invited to contact FlexFunds Ltd. using the
contact details below.
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.
For further information please contact FlexFunds Ltd:
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman KY1-1002
Telephone: +1 (646) 820 8001
IA Capital Structures (Ireland) plc