Dublin (pta025/22.09.2022/13:43) - MHC-29039012-1
Company name HFMX Designated Activity Company
Headline Notice to Noteholders of Series 220
22 September 2022
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
Black Tulip Rebel Way Entertainment ETP I (Series 220) Notes due 2023
ISIN: XS1887320544 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 3 October 2018.
The purpose of this notice is to provide Noteholders with an update on the status of the Fund (as
defined below) and to provide notice of the occurrence of a Mandatory Redemption Event with
respect to the Notes.
The Charged Assets for the Notes are principally comprised of participating, non-redeemable, nonvoting
shares (the "Shares") of Black Tulip Rebel Way Entertainment ETP I Limited (the
"Fund"). The Shares were described in a private placement memorandum of the Fund dated 3
October 2018, a copy of which was appended to the Series Memorandum (the "Private Placement
Memorandum"). Black Tulip Media LLC, a Florida limited liability company serves as the
investment manager of the Fund (the "Investment Manager").
Since 31 January 2021, the Calculation Agent has unable to calculate a Net Asset Value per Note
due to the failure of the Investment Manager and the appointed third party administrator of the
Fund to provide supported valuations of the Shares.
STATUS OF THE FUND
In the period since 31 January 2021, a number of attempts have been made on behalf of the Issuer
to contact the Fund and the Investment Manager to request updates on status of the Shares, the
Fund and the investments of the Fund. However, as at the date of this notice, the Issuer has not
received any further updates from either the Fund or the Investment Manager.
The Issuer has however become aware that in the Cayman Islands Gazette of 24 May 2021 (Issue
No.11/2021 http://gazettes.gov.ky/portal/pls/portal/docs/1/13084498.PDF) the Fund is recorded
as having been struck off the Cayman register of companies by the Cayman Registrar of
Companies as at 30 April 2021.
The Issuer does not currently have any further information regarding the reason for the Fund
having been struck off and has requested an explanation from the Fund and the Investment
Manager. The Issuer has also again requested a general update on the status of the Fund. Given
the limited information currently available to the Issuer, it is not in a position to provide an
indication of the implications, if any, for the Notes of the Fund having been struck off.
MANDATORY REDEMPTION EVENT
Condition 2.2 of the Notes, read in conjunction with Special Condition 5.6.1, provides that a
Mandatory Redemption Event shall occur in respect of the Notes to the extent that "the Fund or
the Investment Manager fail to comply in any material respect with the Private Placement
Memorandum, including but not limited to the failure to provide when due any financial statement,
impairment assessment report or independent audit confirmation".
Due to the continuing failure of the Fund and the Investment Manager to provide information
requested on behalf of the Issuer, including the failure of the Fund to provide annual audited
financial statements and quarterly updates that include unaudited financial statements prepared by
the administrator of the Fund, as required by the terms of the Private Placement Memorandum, a
Mandatory Redemption Event has now occurred in respect of the Notes.
The Conditions provide that upon the occurrence of a Mandatory Redemption Event, the Notes
become due and payable and require the Issuer to provide notice of the same to the Trustee and
the Noteholders. This notice constitutes the notice required to be given.
Condition 2.4, read in conjunction with Special Condition 5.4.2, provides that in the event of the
Notes becoming due and payable pursuant to Condition 2.2 following a Mandatory Redemption
Event, the Charged Assets Realisation Agent shall, on behalf of the Issuer sell or procure the sale
or other means of realisation of the Charged Assets and the applicable amount payable (such
amount being the Early Redemption Amount) in respect of each Note will be the pro rata share of
the Net Proceeds of such sale or other means of realisation. 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 proceeds of sale or other means of
realisation of the Charged Assets less any costs, expenses, taxes and duties incurred in connection
with the disposal, liquidation, realisation or transfer of the Charged Assets by the Charged Assets
In accordance with Special Condition 5.4.4, the Early Redemption Amount is payable on the Early
Redemption Payment Date. 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 5.4. The Early Redemption Payment Date may be significantly later than the Early
The occurrence of the Early Redemption Payment Date is therefore contingent upon the receipt by
the Issuer of the Realisable Value, being principally the proceeds of realisation of the Shares.
Accordingly, notwithstanding that the Notes have become due and payable, the payment of any
amounts to Noteholders is contingent on the realisation of the Shares and the receipt of the
proceeds by the Issuer.
Due to the failure of the Fund and the Investment Manager to provide information regarding the
status of the Shares and the Fund, the Issuer is not currently in a position to provide Noteholders
with any indication on when, if at all, it will be possible to realise the Shares or to determine the
Early Redemption Amount and the Early Redemption Payment Date. For these reasons it is also
not possible for the Issuer to specify an Early Redemption Date at the present time. The Issuer will
publish a further notice to Noteholders at such time when it is able to provide further details on
these matters or to specify when the Early Redemption Date will occur.
Noteholders should be aware that as the Early Redemption Amount will depend on the amount
received by the Issuer upon a realisation of the Shares, if it was determined that the Shares have
no value or it is otherwise not possible to realise any value in respect of the Shares, the Early
Redemption Amount would be zero.
The Issuer is continuing to seek clarification of the status of the Shares, the Fund and the
investments of the Fund. The Issuer will publish a further notice for Noteholders once it receives
any further information in respect of these matters or if any developments occur regarding the next
steps for the redemption of the Notes. Noteholders who wish to discuss the possibility of action
being commenced by the Issuer against the Fund are invited to contact FlexFunds Ltd. using the
contact details below.
This notice is for informational purposes only and Noteholders are not required to take any action
at this time.
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