RCS - Neutral Cap Fin PLC - Notice to Noteholders - NF2

CentricaAnnouncement

03/05/2024 19:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240503:nRSC2648Na&default-theme=true

RNS Number : 2648N  Neutral Capital Finance PLC  03 May 2024

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE
REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL
DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE
REQUESTED TO EXPEDITE THE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE
SECURITIES IN A TIMELY MANNER.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE
ACTION THEY SHOULD TAKE, IF ANY, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN
INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (IF THEY ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY
AUTHORISED INDEPENDENT FINANCIAL ADVISER AND TAKE SUCH OTHER ADVICE FROM THEIR
OWN PROFESSIONAL, TAX AND LEGAL ADVISERS AS THEY DEEM NECESSARY.

 

3 May 2024

NOTICE TO NOTEHOLDERS

NEUTRAL CAPITAL FINANCE PLC

(Incorporated in England and Wales with registered number 11846211)

 

to the holders of those of the Series 2021-NF2 notes issued by the Issuer on
26 April 2021 with

ISIN: GB00BMF1KF67

(the "Noteholders" and the "Notes", respectively)

Unless otherwise defined in this Notice, capitalised terms used in this Notice
shall have the meanings ascribed to them in the Trust Deed dated 12 April 2019
(as supplemented, restated or amended from time to time) between the Issuer
and Note Trustee (the "Trust Deed").

Event of Default under the Loan Agreement

The Issuer hereby confirms to Noteholders that Neutral Fuels Overseas Holdings
Ltd (the "Borrower") has failed to pay interest due up to and including 26
April 2024 to the Issuer (as lender) in an amount of US$151,831.10 pursuant to
the terms of the Loan Agreement and that, as of 2 May 2024, this constitutes
an Event of Default under the terms of the Loan Agreement and consequently
constitutes an Event of Default under Condition 13(h) of the Notes.

Right to direct the Note Trustee

Pursuant to Condition 13 (Events of Default), if an Event of Default has
occurred and is continuing, the Note Trustee at its discretion may, and if so
requested in writing by the holders of at least one-quarter of the aggregate
principal amount of the Notes then outstanding or if so directed by an
Extraordinary Resolution of the Noteholders shall (subject to the Note Trustee
having been indemnified and/or secured and/or prefunded to its satisfaction),
give written notice to the Issuer (an "Acceleration Notice") declaring the
Notes to be immediately due and payable, whereupon they shall become
immediately due and payable at their Early Redemption Amount together with
accrued interest without further action or formality.

The Security shall become enforceable upon the service of an Acceleration
Notice by the Note Trustee on the Issuer.

Pursuant to Condition 18 (Enforcement), if an Acceleration Notice is served by
the Note Trustee on the Issuer, the Note Trustee may at any time at its
discretion and without notice, take such action under or in connection with
any of the Transaction Documents or the Notes or the Coupons as it may think
fit (including, without limitation, directing the Security Trustee to take any
action under or in connection with any of the Transaction Documents or, at any
time after the security has become enforceable, to take steps to enforce the
Security). The Note Trustee shall not be bound to take any such action unless
(i) it shall have been directed by an Extraordinary Resolution of Noteholders
or so requested in writing by the holders of at least one-quarter in principal
amount of the Notes then outstanding and (ii) it shall have been indemnified
and/or secured and/or prefunded to its satisfaction. The Security Trustee
shall not, and shall not be bound to, take any such action unless (i)
instructed by the Note Trustee and (ii) it shall have been indemnified and/or
secured and/or prefunded to its satisfaction.

No Further Action by Note Trustee

For the avoidance of doubt (but without prejudice to the exercise of any
discretion, power or authority which the Note Trustee is required, expressly
or impliedly, to exercise in or by reference to the interests of the
Noteholders under the Trust Deed), the Note Trustee will not take any further
action without the request or direction (including indemnification) of the
holders as described above.

Queries regarding the circumstances surrounding this default may be addressed
to the Calculation Agent:

ZigZag Management Experts LLC

Unit No:423 DMCC Business Centre

Level No 5 Jewellery & Gemplex 2

Dubai

United Arab Emirates
info@zigzag-me.com (mailto:info@zigzag-me.com)

Ref: 2021-NF2

Potential Event of Default under the Notes

The Issuer hereby notifies Noteholders that, without payment of interest from
the Borrower to the Issuer pursuant to the terms of the Loan Agreement, the
Issuer was unable to pay its coupon due on the Interest Payment Date falling
on 26 April 2024 in an amount of US$151,831.10. Should this continue for a
period of 14 days from 26 April 2024 an Event of Default under Condition 13(a)
of the Notes will occur.

Noteholder Contact

In order to facilitate communications with Noteholders, Noteholders should
make themselves known to the Note Trustee by contacting it by e-mail using the
contact details below.  Any such communication should make reference to the
Issuer and disclose the identity of the Noteholder, the aggregate nominal
amount of Notes held by the Noteholder and the details of the person(s) who
shall represent the Noteholder.

All Noteholders must verify their holdings when contacting the Note Trustee by
providing proof of holding (with a supporting custodian letter (if
applicable)), in each case disclosing the information set out above.

Persons who hold the Notes beneficially through CREST may also disclose their
identity to the Note Trustee in accordance with the above paragraph.  The
Note Trustee will require the Notes of any Noteholder that gives any direction
to the Note Trustee to be blocked in CREST.  Further instructions will be
provided in connection with this process on request.

Correspondence to the Note Trustee should be addressed to
security@woodsidesecretaries.co.uk (mailto:security@woodsidesecretaries.co.uk)
with the ISIN of the Notes and "Neutral Capital Finance Plc" in the subject
line of the email.

This notice is given by the Issuer.

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NRABRGDUCBGDGSX