Dublin (pta035/22.05.2023/16:23 UTC+2)
Company name IA Capital Structures (Ireland) PLC
Headline Notice to Noteholders of Series 201
19 May 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 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 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
IA Capital Structures (Ireland) PLC
(the "Issuer" and "Lender")
Belmont Place (Series 201) Notes due 2023
ISIN: XS1799977548 COMMON CODE: 179997754
(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 5 October 2018 as amended and restated on 24 April 2018 and the Conditions of the Notes as same may be amended and / or supplemented from time to time.
The purpose of this notice is to inform Noteholders of the extension of the Loan Repayment Date (as defined below) and a writedown of the principal amount owed by the Borrower under the Loan Agreement (as defined below) pursuant to an Extraordinary Resolution dated 3 May 2023.
Pursuant to the Term Loan Agreement dated 18 April 2018 between the Issuer as lender and Mizecor S.A. as borrower (the "Borrower") (the "Loan Agreement"), the Lender made a loan to the Borrower in an amount equal to the note proceeds from the issue of the Notes (the "Principal Amount"), which the Borrower was required to repay together with any accrued but unpaid interest (together, the "Outstanding Amount") on 14 April 2023 (the "Loan Repayment Date"), pursuant to clause 6.1 (Repayment) of the Loan Agreement. Furthermore, clause 12.1.1 (Events of Default) provides that failure to pay any amount payable by the Borrower following the expiration of a twenty (20) Business Day period following the date such amount falls due will amount to an Event of Default.
EXTENSION AND WRITEDOWN OF LOAN
On 23 March 2023, the Borrower notified the Issuer that it was: (i) not in a position to repay the Outstanding Amount on the Loan Repayment Date, which amounted to USD3,464,450; or, (ii) make such payment on or within twenty (20) Business Days of the Loan Repayment Date.
Following discussions between the Borrower and the Lender, the Borrower proposed that it would make a payment of an amount less than the Outstanding Amount on or before 31 December 2023 (subject to the Borrower's right to further extend the Loan Repayment Date as described below). Such proposal was submitted to Noteholders for consideration by way of an Extraordinary Resolution.
Accordingly, an Extraordinary Resolution dated 3 May 2023 was passed, pursuant to which the Noteholders agreed that: (a) the Borrower shall make a payment of USD 2,330,000 (the "Settlement Amount") on or before 31 December 2023 (the "Final Payment Date") in full and final discharge of its obligations under the Loan Agreement; (b) the Borrower may, in its discretion, by notice to the Lender extend the Final Payment Date by three months at a time, provided that no more than two extensions shall be permitted; and (c) the Issuer is consented, instructed, and empowered to issue a waiver letter (the "Waiver Letter"), waiving the Borrower's obligation to pay the Outstanding Amount and any Event of Default under the Loan Agreement arising from the failure to make the payment of the Outstanding Amount on or within twenty (20) Business Days of the Loan Repayment Date (the "Waiver"). The Waiver was issued pursuant to the Waiver Letter dated 12 May 2023.
For the avoidance of doubt, in the event that the Settlement Amount is not paid by the Borrower on or before Final Payment Date, the Outstanding Amount shall remain payable in full in accordance with the requirements of clause 6.1 (Repayment) of the Loan Agreement.
It is to be noted that the Scheduled Maturity Date has not been amended. Accordingly, the Notes will be redeemed on the Final Maturity Payment Date, which is expected to occur upon receipt of the Settlement Amount.
No action is required from Noteholders at this time. The Issuer will issue a further communication to Noteholders when the Final Maturity Payment Date is confirmed.
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