Truva Services Limited

19 January 2024

 
 THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND 
  BENEFICIAL OWNERS OF THE Series 2016-CI8 Notes (AS DEFINED BELOW). 
 THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE Series 2016-CI8 Notes AND PERSONS TO WHOM 
  IT MAY OTHERWISE BE LAWFUL TO DISTRIBUTE IT ("RELEVANT PERSONS"). IT IS DIRECTED ONLY AT RELEVANT 
  PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 
 IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF THE Series 2016-CI8 
  Notes, YOU SHOULD IMMEDIATELY FORWARD THIS NOTICE 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. 
 THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER 
  FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR 
  SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION. 
 
 
                                TRUSTEE NOTICE TO NOTEHOLDERS 
 
                                       ESCHER MARWICK PLC 
 (incorporated as a public limited liability company under the laws of England and Wales with 
                          registration number 10112860 (the Issuer) ) 
 
                                   SERIES 2016-CI8 GBP NOTES 
                                      ISIN: GB00BDH37892 
                     GBP50,000,000 8.5% FIXED RATE SECURED NOTES DUE 2021 
                                (the "Series 2016-CI8 Notes") 
 
                  Under the GBP500,000,000 Secured Medium Term Note Programme 
                                      (the "Programme") 
 
 
 Truva Services Limited (the "Trustee") has prepared this announcement to assist Noteholders 
  and related investors in the Series 2016-CI8 Notes. If Noteholders or investors are in any 
  doubt as to the action they should take, they should seek their own financial and legal advice, 
  including as to any tax consequences, immediately from their stockbroker, solicitor, accountant 
  or other independent financial or legal adviser . 
 Capitalised terms used but not defined in this Notice shall have the same meaning given to 
  them in the Conditions the Series 2016-CI8 Notes. 
 Any references in this Notice to the Trustee shall, as the context may require, be construed 
  to refer to the Trustee acting pursuant to, and in accordance with, the Trust Deed and/or 
  the Deed of Charge.

BACKGROUND

 
 On 27 October 2023 the Trustee issued a notice to Noteholders ( 
  an update on events that had occurred as well as setting out the action that was to be taken 
  by the Trustee. This notice provides a further update and the details of the Initial Distribution 
  as defined in the notice of 27 October 2023 from the moneys received from the Just Cash Flow 
  PLC (in Administration).

ACTIONS TAKEN BY THE TRUSTEE

 
 1.      In accordance with clause 2.5 (Payment After a Default) of the Trust Deed, the Agents are 
          required, following receipt of the enforcement notice given by the Trustee, to hold all amounts 
          held in respect of the Series 2016-CI8 Notes to, or to the order of, the Trustee. 
 2.      The Trustee then requested that all moneys standing to the credit or account of the Issuer 
          and the Servicer and all other assets be sent to the Trustee. The Trustee received amounts 
          totaling to GBP165,722.35, from the Servicer. 
 3.      In accordance with the order of application set out in Condition 4 (Status and Application 
          of Moneys) of the Conditions and clause 6.1 (Priority of Payments) of the Deed of Charge, 
          all moneys received by the Trustee shall be held on trust and applied in accordance with the 
          priority of payments as set out in Condition 4 (Status and Application of Moneys) of the Conditions 
          as follows: 
 (i)     first, in or towards satisfaction of (x) the costs, expenses, fees or other remuneration and 
          indemnity payments (if any) and any other amounts incurred by the Trustee in preparing and 
          executing the trusts and performing any obligations under the Transaction Documents; (y) the 
          costs, expenses, fees or other remuneration and indemnity payments (if any) and any other 
          amounts payable to any Receiver, including in the case of either the Trustee or a Receiver 
          the costs of enforcing and/or realising any Security; 
 (ii)    second, in or towards satisfaction of the costs, expenses, fees or other remuneration and 
          indemnity payments (if any) and any other amounts payable to the Agents under the Transaction 
          Documents; 
 (iii)   third, in or towards payment of all arrears of interest remaining unpaid in respect of the 
          Notes or Coupons and all principal monies due on or in respect of the Notes; and 
 (iv)    fourth, the balance (if any) in payment to the Issuer. 
 4.      On 18 September 2023 and 26 October 2023, the Trustee applied the moneys it held on trust 
          in accordance with the priority of payments to satisfy unpaid and accrued costs for the period 
          March 2023 to November 2023 and falling under paragraph (i) of Condition 4. The Trustee was 
          unable to make any other payments as there were insufficient funds to make further distributions. 
 5.      The Trustee is maintaining detailed records of the allocation and distribution to ensure transparency 
          and provide a clear account of how the moneys are distributed (the "Distribution Report"). 
 6.      Following the entry into the Servicing Agreement and Consultancy Agreement which has facilitated 
          amongst other things, the Loan Servicing and the collections of interest and principal, the 
          Trustee has received payments from the Joint Administrators of GBP782,808.00 on 11 December 
          2023 and GBP395,000.00 on 21 December 2023. 
 7.      As at 18 January 2024 the outstanding interest is GBP8,579,225.50 and the outstanding principal 
          in respect of the Series 2016-CI8 Notes is GBP 37,726,783.00. 
 8.      The Trustee is now able to determine how much principal and interest it will be able to distribute 
          to the Noteholders in accordance with the priority of payments. The Trustee has calculated 
          that the amounts it can distribute are as follows: (i) trustee fees and legal costs in the 
          sum of GBP23,278.20; ii) costs, expenses, fees to the Agents in the sum of GBP25,957.50; and 
          (iii) GBP1,128,572.30 in interest (together, the "Initial Distribution" as referred to in 
          the Notice referred to above ). 
 9.      In accordance with the Agency Agreement, the Trustee will make arrangements to pay the Initial 
          Distribution to the Paying Agent for onward distribution to those Noteholders holding through 
          CREST. The Initial Distribution will be made to the persons shown as the Holder in the register 
          at the close of business on the record date of 18 January 2024. The Paying Agent will then 
          make all payments on 30 January 2024. 
 10.     The Trustee has been informed by the Paying Agent that some Noteholders hold their holding 
          in certificated form and not via CREST. The Paying Agent has further informed the Trustee 
          that it does not have the requisite bank details for these Noteholders. The Trustee will hold 
          on trust the Initial Distribution amounts to the Noteholders that hold their holding in certificated 
          form. 
 11.     On 18 January 2024 the Joint Administrator informed the Trustee that it intended to make further 
          distributions throughout the year. The Trustee will continue to liaise with the Joint Administrators, 
          the Issuer and the Servicer on these further distributions will notify the Noteholders in 
          due course. 
 12.     Any shortfall amounts in relation to the Series 2016-CI8 Notes will constitute a shortfall 
          in accordance with the Conditions of the Series 2016-CI8 Notes.

NEXT STEPS

 
 Noteholders that hold notes in certificated form should make themselves known to the Trustee 
  in order for it to be able to arrange for them to receive the Initial Distribution. 
 The Distribution Report will be available on demand to the Noteholders who will make themselves 
  known to the Trustee and arrange for their position in the Series 2016-CI8 Notes to be disclosed 
  to the Trustee and verify their holdings of the Series 2016-CI8 Notes to the Trustee. 
 Noteholders can contact or direct the Trustee by sending an email to directors@truvacorp.com 
  referencing the ISIN of the Series 2016-CI8 Notes and "ESCHER MARWICK PLC" in the subject 
  line of the email. 
 This announcement is given by Truva Services Limited in its capacity as Trustee. 
 19 January 2024

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January 22, 2024 02:00 ET (07:00 GMT)