MARKET ABUSE REGULATION AND MANDATORY REDEMPTION EVENT ANNOUNCEMENT. IA Capital Structures (Ireland) plc (the Issuer )

Transcription

1 To: Vienna Stock Exchange Wallnerstraße 8 P.O. Box 73 A-1010 Vienna 12 July 2018 MARKET ABUSE REGULATION AND MANDATORY REDEMPTION EVENT ANNOUNCEMENT IA Capital Structures (Ireland) plc (the Issuer ) LIQUIDITY RATE FUND (Series 32) Notes due 2035 ISIN: XS COMMON CODE: (the Notes or the Series and the holders thereof the Noteholders ) 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 contains inside information as defined in Article 7 of the Market Abuse Regulation and is disclosed in accordance with the Issuer's obligations under Article 17 of the Market Abuse Regulations. 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 6 July LIQUIDATION OF THE PORTFOLIO MANAGER The Issuer has been informed by Flexfunds ETP LLC that on November 10, 2017, the Securities Commission of the Bahamas filed an application for the winding up and for the appointment of a provisional liquidator to the Portfolio Manager of the Series, Biscayne Capital Ltd., a Bahamas broker dealer (the Portfolio Manager ). The application granted a Preservation Order freezing all account balances of clients, depositors and customers of the Portfolio Manager and on February 5, 2018, the Securities Commission of the Bahamas placed the Portfolio Manager in liquidation. The liquidation order appointed Deloitte & Touche as the liquidators and stated that anyone having claims against the Portfolio Manager direct all claims to them. Having been put in liquidation, the portfolio manager of this Series is in violation of the Portfolio Management Agreement, which states in part that the portfolio manager would maintain its good standing and that its registrations and qualifications would remain in full force and effect through the terms of the Portfolio Management Agreement and [that it would] notify other parties

2 to this Portfolio Management Agreement if there is a lapse or termination of such registrations.. Pursuant to (e) the Master Portfolio Management Terms (March 2012 Edition) (the Master Portfolio Management Terms ), the Issuer has the right to terminate the appointment of the Portfolio Manager if the Portfolio Manager has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger) and pursuant to (f) of the Master Portfolio Management Terms, the Issuer has the right to terminate the appointment of the Portfolio Manager if the Portfolio Manager seeks or becomes subject to the appointment of an administrator, provisional liquidator, examiner, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets. Pursuant to of the Master Portfolio Management Terms, the Portfolio Management Agreement shall commence on the date of the Portfolio Management Agreement relating thereto and shall continue in force until the first of the following occurs: (a) the repayment, redemption or cancellation in full of the Specified Obligations (b) the effective date of any transfer by entry into of a novation agreement between the parties to the Portfolio Management Agreement and the relevant transferee entity in accordance with Clause 15 of the Master Portfolio Management Terms; and (c) the effective date of the termination or resignation of the Portfolio Manager pursuant to Clause 17 of the Master Portfolio Management Terms, in each case subject to the survival of those provisions expressly intended to survive termination or resignation. MANDATORY REDEMPTION EVENT The Issuer has been informed by GWM Group Inc. (in its role as the Calculation Agent and Arranger) that the following Charged Assets have had interest payment defaults: 1. SG Strategic Income Limited in respect of SBH Diversified Preferred Income Series Variable Return Notes (ISIN: XS ) issued by it (the SBH Notes ). The missed payments occurred on 20 December 2015 in the amount of USD79,758.95, 20 March 2016 in the amount of USD98,508.95, 20 June 2016 in the amount of USD127, and 20 September 2016 in the amount of USD135,688.28; and 2. Diversified Real Estate Development, Ltd in respect of the Series I Variable Return Notes (ISIN: XS ) issued by it (the Diversified Real Estate Notes ). The Diversified Real Estate Notes are a Charged Asset. The missed payment occurred on 31 August 2016 in the amount of USD135,731.25, The Charged Assets held in the Custody Account are scheduled to return interest payments. Where the Charged Assets are in default in funding payments due under the Notes this constitutes a Charged Assets Default pursuant to Condition 2(b)(1) and, consequently, a Mandatory Redemption Event.

3 INTEREST PAYMENTS ON THE NOTES The Issuer has also been informed by GWM Group Inc. (in its role as the Calculation Agent and Arranger) that that the following interest payments in respect of the Notes have not been paid: 1. July 15, 2017 in an amount of $35,018.84; 2. October 15, 2017 in an amount of $35,583.66; 3. January 15, 2018 in an amount of $35,583.66; and 4. April 15, 2018 in an amount of $34, Failure to make interest payments when due in respect of the Notes constitutes an Event of Default however the Notes have become due and repayable as a result of the Charged Assets Default. ACTION Pursuant to Condition 2(b), the Charged Assets Default constitutes a Mandatory Redemption Event and as such all of the Notes are due and repayable. The Early Redemption Date shall be 12 July Pursuant to Condition 2(e) as amended by the Special Conditions of the Notes, the Notes are now subject to mandatory redemption at their Early Redemption Amount (being each Notes pro rata share of the Net Proceeds). The Sales Agent (GWM Group, Inc) shall, on behalf of the Issuer, sell, procure the sale of or by other means realise the Charged Assets. The Early Redemption Payment Date will be 5 Business Days following the day that the Issuer receives the aggregate sales proceeds for the Charged Assets. The Issuer has been informed by the Calculation Agent (GWM Group, Inc) that the Charged Assets are currently illiquid. As the Charged Assets are currently illiquid, Noteholders should be aware that it may take a considerable period of time to realise the Charged Assets. Noteholders should recognize that the Sale Agent may not be able to liquidate the Charged Assets. To the extent that the value of the Charged Assets falls or the Charged Assets cannot be sold a loss of principal under the Notes will result. The Noteholders have no recourse to the Issuer beyond the moneys derived by or on behalf of the Issuer in respect of the Mortgaged Property held in respect of the Notes. In addition, the security constituted by the Constituting Instrument has become enforceable. The Issuer has pursuant to the Constituting Instrument (amongst other things) assigned by way of fixed security assignment in favour of the Trustee, for itself and as trustee for the Secured Parties, all of the its rights, title, benefit and interest in, to and under the Portfolio Management Agreement and all sums derived therefrom. The Trustee may, in its discretion, and, if so directed by an Extraordinary Resolution by the holders of at least one-fifth in aggregate principal amount of the Notes, shall on being indemnified and / or secured and / or prefunded to its satisfaction, but without any liability as to the consequence of such action, enforce the security over the Charged Assets.

4 The Conditions of the Notes do not confer any right on Noteholders to redeem Notes in exchange for Charge Assets. However all Noteholders acting together may request to the Issuer / Sale Agent (contact details below) to receive a pro-rata share of the Charged Assets in lieu of the Early Redemption Amount. In cases where redemption takes place in kind, Noteholders would be required to enter into a note redemption deed whereby they will exchange their Notes for the equivalent in Charged Assets. Such an exchange would release the Issuer from any further obligations to the Noteholders. There can be no assurance that the Issuer will be able to transfer the Charged Assets to Noteholders should a delivery in kind be requested. IMPORTANT NOTICE: This notice is issued by the Issuer and summarises the information provided to it by (i) GWM Group, Inc in its capacity as Arranger, Calculation Agent, Placing Agent and Sale Agent and (ii) Flexfunds ETP LLC in its capacity as Administrator. The information contained herein has not been independently verified by the Issuer. Without prejudice to the foregoing (and without purporting to limit any person's liability for fraudulent misrepresentation), no responsibility or liability is or will be accepted by the Issuer in relation to the accuracy or completeness of this Market Abuse Regulation Announcement and any such liability is expressly disclaimed. These materials are not intended to and do not constitute investment advice. These materials do not constitute or form any part of and should not be constructed as an offer or commitment to sell or issue, a solicitation, recommendation, commitment or invitation to subscribe for, underwrite or otherwise acquire, and should not be construed as an advertisement for, any securities of the Issuer in any jurisdiction or an inducement to enter into investment activity in any jurisdiction.

5 Further Information For further information please contact the Issuer, the Arranger and/or the Calculation Agent: Arranger/Calculation Agent: GWM Group, Inc 34 East Putman Avenue, Suite 112 Greenwich, CT Telephone: +1 (203) Fax: +1 (203) Attention: Amy Hernandez Issuer: IA Capital Structures (Ireland) PLC 4 th Floor 76 Lower Baggot Street Dublin 2 Ireland Attention: The Directors Telephone: iacapitalstructuresplc@sannegroup.com