Solar Financing 2012-1 Plc Notice to Noteholders (1177N)
September 27 2021 - 11:27AM
UK Regulatory
TIDM16LO
RNS Number : 1177N
Solar Financing 2012-1 Plc
27 September 2021
NOTICE TO NOTEHOLDERS
SOLAR FINANCING 2012-1 PLC
(Registered in England and Wales under number 8212154)
(the "Issuer")
GBP40,000,000 Secured RPI-Linked Notes due 2039
(the "Notes")
NOTICE IS HEREBY GIVEN AS FOLLOWS:
We refer to the listing particulars dated 9 November 2012 in
relation to the Notes. Capitalised terms not otherwise defined in
this notice shall have the meanings given to them in such listing
particulars.
The Original OpCo Borrower has requested, and the Controlling
Party has granted, certain consents in accordance with the Borrower
Loan Agreement in relation to:
(a) the Original OpCo Borrower entering into a loan agreement as lender with a commitment of GBP15,000,000 and a longstop maturity date of 21 July 2036 to on-lend Released Funds to a connected entity of it as an alternative to distributing such Released Funds to its shareholders (the "On-Lending Arrangements"); and
(b) the Parent Borrower entering into a new supply of services
agreement with Green Nation Ltd on or before 30 January 2022, which
is to replace the existing Supply of Services Agreement (as defined
in the Master Definitions Schedule) as amended and restated or
varied from time to time)) (the "Supply of Services
Agreement").
in each case, pursuant to a consent letter dated 27 September
2021 (the "Consent Letter" and the consents pursuant to the Consent
Letter, the "Consents").
The Consents have been granted subject to a number of conditions
including (among other things) that:
(a) the Borrower Security Trustee obtains the benefit of a
perfected security interest in the On-Lending Arrangements and the
Supply of Services Agreement;
(b) the terms of the On-Lending Arrangements at all times include:
(i) a mandatory prepayment provision, to take effect upon the
occurrence of a Loan Event of Default under clause 22.8 (Ownership
of the Borrowers) of the Borrower Loan Agreement; and
(ii) a mandatory prepayment provision under which all loans
advanced thereunder become due and payable if there is any material
adverse change in any applicable law or any published practice or
published concession of HMRC which will affect the Original OpCo
Borrower by wholly preventing the use of or countering the
availability of any:
(A) non-trading loan relationship deficits by the Original OpCo Borrower; or
(B) carried-forward losses by the Original OpCo Borrower;
(c) the Original OpCo Borrower's existing (whether arising in
the current or any historic accounting period) non-trading loan
relationship deficits shall not be used or applied with respect to
any non-trading profits other than such non-trading loan
relationship credits or other non-trading profits arising under or
in respect of the On-Lending Arrangement (without the consent of
the Controlling Party (with any response to a request for consent
not to be unreasonably delayed));
(d) the Original OpCo Borrower shall not (and shall procure that
certain of its related parties do not) (the Original OpCo Borrower
and such related parties together the "Corporate Group") write off
or otherwise impair any non-trading loan relationship debits or
deficits in respect of the On-Lending Arrangements (without the
consent of the Controlling Party (with any response to a request
for consent not to be unreasonably delayed)) and not knowingly take
any step that would directly and materially prejudice the
availability of any non-trading loan relationship debit or deficit
to the Original OpCo Borrower (without the consent of the
Controlling Party (with any response to a request for consent not
to be unreasonably delayed));
(e) the Original OpCo Borrower shall not make any loans under
the On-Lending Arrangements and all amounts owing thereunder shall
be immediately repaid if the Corporate Group has aggregate income
profits and chargeable gains for UK corporation tax purposes of
GBP5,000,000 in any one accounting period (without the consent of
the Controlling Party (with any response to a request for consent
not to be unreasonably delayed)); and
(f) the Original OpCo Borrower shall notify the Controlling
Party promptly if the Corporate Group ceases to be a "small
company" for the purpose of UK transfer pricing legislation and the
Controlling Party and the Original OpCo Borrower shall consider and
agree in good faith any changes necessary to the On-Lending
Arrangements as a result of such change in status.
In connection with the matters set out in this notice and at the
direction of the sole Noteholder acting by way of written
resolution, the Issuer and the Note Trustee have also entered into
the Consent Letter.
SOLAR FINANCING 2012-1 PLC
Dated: 27 September 2021
For further information, please contact:
Solar Financing 2012-1 PLC
Attention: The Directors
e-mail: directors-uk@intertrustgroup.com
NOTHING IN THIS NOTICE CONSTITUTES AN OFFER TO SELL OR ISSUE OR
THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES IN
THE UNITED STATES OR ANY OTHER JURISDICTION.
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END
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