Dublin (pta017/15.03.2023/12:16 UTC+1)
Company name IA Capital Structures (Ireland) plc
Headline Notice to Noteholders of Series 172
15 March 2023
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
Atena Commodities Arbitrage Note (Series 172) Notes due 2020
ISIN: XS1731049281 COMMON CODE: 173104928
(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 12 December 2017 as supplemented by a Supplement to the Series Memorandum dated 29 January 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 final redemption of the Notes and the status of the Charged Assets for the Notes.
The entire net proceeds of the Notes were used to make a loan (the "Loan") to Atena Financial Advisory Sagl (the "Borrower") pursuant to the Term Loan Agreement, dated 12 December 2017 and amended and restated on 29 January 2021 (the "Amended and Restated Term Loan Agreement").
The Amended and Restated Term Loan Agreement requires the Borrower to make payments of interest under the Loan on the last Business Day in December of each year. The Borrower was required to make a payment of EUR 41,569.44 as a payment of interest under the Loan on 30 December 2022 and failed to pay such amount on such date (the "December Missed Interest Payment"). The December Missed Interest Payment became an Event of Default on 13 February 2023 following the expiration of the applicable thirty (30) Business days cure period under Clause 12.1.1 of the Amended and Restated Term Loan Agreement (the "Interest Payment Event of Default").
A previous notice in relation to the Interest Payment Event of Default was published on 14 February 2023, a copy of which is included as Appendix I to this notice (the "Previous Notice") As detailed in the Previous Notice: (i) an event of default by the Borrower under the Amended and Restated Term Loan Agreement occurred due to the Interest Payment Event of Default and as such, the Issuer has the right, amongst other things, to declare all outstanding amounts under the Amended and Restated Term Loan Agreement immediately due and payable; and (ii) a Mandatory Redemption event under the Notes has occurred and the Notes have become due and payable.
DEVELOPMENTS SINCE PREVIOUS NOTICE
In the period since the Previous Notice, the Arranger, on behalf of the Issuer, has made multiple attempts to contact the Borrower with respect to the December Missed Interest Payment but has not received any response from the Borrower thus far.
DISSOLUTION OF THE COMPANY
Following searches conducted on behalf of the Issuer in the Central Business Names Index ("Zefix") in Switzerland regarding the Company (https://www.zefix.ch/en/search/entity/list/firm/1308223), the Issuer has become aware that with the decision of the District Court of Lugano on 5 December 2022 the dissolution of the Company was declared and liquidation of the Company was ordered (the notice is appended hereto as Appendix II).
Clause 12.1.9 of the Amended and Restated Term Loan Agreement provides that the Borrower's dissolution constitutes an event of default. The event of default has occurred on the date of the Company's dissolution (such event of default occurred prior to the Interest Payment Event of Default). As such, the Issuer has the right, amongst other things, to declare all outstanding amounts under the Amended and Restated Term Loan Agreement immediately due and payable.
The Issuer does not have any further information at this time regarding the circumstances of the dissolution of the Company. Furthermore, the Issuer is not in a position to provide any guidance on the implications of the dissolution for the prospects of any value being recovered in respect of the Loan.
In light of matters described above, the Issuer remains unable to provide Noteholders with any indication of when it will be possible to determine the Redemption Amount and the Final Maturity Payment Date.
The Issuer is continuing to seek clarification of the status of the Company and of the Loan. 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 final redemption of the Notes. Noteholders who wish to discuss the possibility of action being commenced by the Issuer are invited to contact FlexFunds Ltd. using the contact details below.
REDEMPTION AT ZERO
Noteholders should be aware that the Redemption Amount will depend on the amount received by the Issuer upon the Loan repayment. If the Borrower does not repay the Loan, the Redemption Amount will be zero.
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
IA Capital Structures (Ireland) plc
(Notice of 14 February 2023)
(Notice of Dissolution)