THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.
DUCHESS VI CLO B.V.
to the holders of the
€52,500,000 Class F Secured Income Notes due 2022
(Regulation S ISIN: XS0262897696/Rule 144A ISIN: US26410MAF77/Rule 144A CUSIP: 26410MAF7)
€1,000,000 Class J Combination Notes due 2022
(Regulation S ISIN: XS0262900078/Rule 144A ISIN: US26410MAG50/Rule 144A CUSIP: 26410MAG5)
of the Issuer presently outstanding
(the Noteholders and the Notes, respectively)
REFERENCE IS MADE to the Notices dated 10 January 2018 and 26 January 2018, given to the Noteholders by the Issuer, in which Noteholders were notified, inter alia, that, pursuant to Condition 7(b)(i)(A), the Notes will be redeemed by the Issuer on the next Payment Date, being 1 February 2018 (the Redemption Date).
NOTICE IS HEREBY GIVEN to the Noteholders that, prior to the Redemption Date, the Collateral Manager requested payment of an Incentive Collateral Management Fee under the priorities of payment set out in Condition 11 (Enforcement) (the Enforcement Proceeds Priority of Payments).
As a result of the Collateral Manager's request, a question arose as to the correct interpretation of the Transaction Documents in relation to how any Incentive Collateral Management Fee should be calculated under the Enforcement Proceeds Priority of Payments. The Collateral Manager therefore requested the Collateral Administrator to reserve the amount of EUR12,124,252.73 claimed by the Collateral Manager as being due in respect of the Incentive Collateral Management Fee (the Reserve) and the Trustee instructed the Collateral Administrator to place the Reserve in escrow pending final determination of the interpretation question. Following the Redemption Date, the Issuer received further proceeds in relation to the liquidation of the Portfolio, in the amounts of EUR14,196,335.26 and £1,524,846.15 as at the close of business (London time) on 12 April 2018 (together, the Further Funds). The Collateral Manager has also requested that a portion of the Further Funds be applied in payment of an Incentive Collateral Management Fee under the Enforcement Proceeds Priority of Payments. Accordingly, the Reserve and the Further Funds have been retained, in order to be distributed in accordance with the Enforcement Proceeds Priority of Payments after the correct application of the Reserve and Further Funds has been determined. For the avoidance of doubt, all available funds other than the Reserve and the Further Funds were distributed on the Redemption Date in accordance with the Enforcement Proceeds Priority of Payments.
Following the Redemption Date, a Class F Noteholder contacted the Trustee disputing the Collateral Manager's interpretation of the Transaction Documents in relation to how any Incentive Collateral Management Fee should be calculated under the Enforcement Proceeds Priority of Payments. The Trustee understands that the Class F Noteholder and the Collateral Manager have been unable to reach an agreement as to the interpretation of the relevant provisions of the Transaction Documents. Accordingly, the Trustee intends to issue proceedings under part 8 of the Civil Procedure Rules to obtain a court decision on the question of interpretation. Noteholders who are interested in participating in such part 8 proceedings should contact the Trustee by email to: [email protected] by no later than 5:00pm (London time) on 30 April 2018.
Capitalised terms used but not defined in this Notice shall have the meanings given to them in or pursuant to the Trust Deeds in relation to the Notes each dated 17 August 2006 between the Issuer and the Trustee and/or the Terms and Conditions of the Notes set out therein.
This Notice is given by
Deutsche Trustee Company Limited as Trustee
Dated 16 April 2018
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
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