Ignis Crdt Opp Hldng IRSH Notice to Noteholders

  Ignis Crdt Opp Hldng (IRSH) - Notice to Noteholders

RNS Number : 5764P
Ignis Credit Opportunities Holdings
25 October 2012




                 Ignis Credit Opportunities Holdings Limited
                                Frances House
                              Sir William Place
                                St Peter Port
                              GY1 4HQ, Guernsey

                             Company number 48883

                                (the "Issuer")

                                                               25 October 2012

                            NOTICE TO NOTEHOLDERS

                      to the holders of the outstanding

                  €523,246,000 Senior Secured Notes due 2020

                (ISIN: XS0664547386; Common Code: 066454738)

                                      

                U.S.$504,826,000 Senior Secured Notes due 2020

                 (ISIN: XS0664550331; Common Code: 066455033)

                                      

                  £211,060,000 Senior Secured Notes due 2020

                 (ISIN: XS0664556296; Common Code: 066455629)

                                (the "Notes")

                                      

NOTICE IS HEREBY GIVEN  to the holders  of the above  Notes that, with  effect 
from 23 October 2012, Ignis Investment Services Limited has novated all of its
rights and obligations under the Investment Advisory Agreement to Castle  Hill 
Asset Management  LLC  and Castle  Hill  Asset Management  LLP  (collectively, 
"Castle  Hill")  and  that  Castle  Hill  have  been  appointed  as  successor 
Investment Advisors under the Investment Advisory Agreement (the "Novation and
Appointment").

Capitalised terms not otherwise defined herein shall bear the same meanings as
in the Trust Deed.

In connection with  the Novation  and Appointment, certain  changes have  been 
made to  the  Investment  Advisory Agreement  and  certain  other  Transaction 
Documents, by the Issuer and the relevant transaction parties executing on  23 
October 2012 the documents listed in Schedule 1 of the Written Resolution  (as 
defined below) (the "Documents").

The Documents have  been made  available for inspection  by Noteholders,  upon 
production of evidence of  their status as Noteholders,  between 9 a.m. and  5 
p.m. (London  time) on  any weekday  (Saturdays, Sundays  and public  holidays 
excepted) at the registered offices of the Issuer and of the Principal  Paying 
Agent specified below.

As a result of the Novation and  Appointment, the names of the Issuer and  the 
Borrower have been  changed to  remove all  references to  "Ignis" from  their 
names, in accordance with clause 9.6 of the Investment Advisory Agreement.

Noteholder authorisation of the Novation and Appointment, and execution of the
Documents

Pursuant to a written resolution of the beneficial holders of 100 per cent  of 
the Principal Amount Outstanding of the Notes, duly passed on 23 October  2012 
and having effect as an Ordinary Resolution (executed in the form attached  to 
this notice as  Appendix 1) in  accordance with Condition  14(b) (the  Written 
Resolution"), the  Novation  and  Appointment  was  approved  and  BNY  Mellon 
Corporate Trustee Services  Limited as  Trustee was  authorised, directed  and 
instructed to execute the  Documents in order to  give effect to the  Novation 
and Appointment and to take any action as may be necessary in connection with,
or in  order to  give effect  to, the  appointment of  Castle Hill  including, 
without limitation, consenting to the Issuer entering into the Documents.

This notice is given by:



Ignis Credit Opportunities Holdings Limited

Frances House

Sir William Place

St Peter Port

GY1 4HQ, Guernsey



Contact Details and registered office of the Issuer

To the Issuer: Ignis Credit Opportunities Holdings Limited

               Frances House

               Sir William Place

               St Peter Port

               GY1 4HQ, Guernsey

               Attention: The Directors

               Facsimile: +44 1481732125



To the Principal Paying Agent: THE BANK OF NEW YORK MELLON

                               One Canada Square

                               London

                               E14 5AL

                               United Kingdom

                               

                               Attention: Corporate Trustee Administration

                               Facsimile: +44 207 964 4637







                                  APPENDIX 1

                          Form of Written Resolution

                 ignis credit opportunities holdings limited

                           (Company number: 48883)

                                (THE "iSSUER")

                   Written Resolution of the holders of the

       €523,246,000 Senior Secured Notes due 2020 (the "Class A Notes")

     U.S.$504,826,000 Senior Secured Notes due 2020 (the "Class B Notes")

       £211,060,000 Senior Secured Notes due 2020 (the "Class C Notes")

                              (the "Resolution")

                                      

                                      

(A) This Resolution is  made under the trust  deed dated 23  September 
2011 (the "Trust Deed") between, inter alios, the Issuer, BNY Mellon Corporate
Trustee Services  Limited  as trustee  (the  "Trustee") and  Ignis  Investment 
Services Limited  as  investment  advisor ("Ignis").  Capitalised  terms  not 
otherwise defined herein shall bear the  same meanings as in the Trust  Deed. 
This Resolution  shall  take  effect  as  a  written  resolution  pursuant  to 
paragraph 12 of Schedule 4 (Written Resolutions) of the Trust Deed.

(B) By a notice from the Issuer dated 19 October 2012 (the  "Notice"), 
the Noteholders have been informed that Ignis intends to transfer its position
as Investment Advisor under the  Investment Advisory Agreement to Castle  Hill 
Asset Management  LLC  and Castle  Hill  Asset Management  LLP  (collectively, 
"Castle Hill") who are currently acting as Sub-Advisors.

(C) In  connection with  the appointment  of Castle  Hill as  successor 
Investment Advisors,  certain changes  have been  proposed to  the  Investment 
Advisory Agreement and certain other Transaction Documents, by the Issuer  and 
the relevant transaction  parties entering  into the documents  listed in  the 
schedule to this Resolution each in the form made available for inspection  by 
Noteholders on and from the date of the Notice upon production of evidence  of 
their status as Noteholders  between 9 a.m.  and 5 p.m.  (London time) on  any 
weekday (Saturdays, Sundays  and public holidays  excepted) at the  registered 
office of the Issuer at Frances House,  Sir William Place, St Peter Port,  GY1 
4HQ, Guernsey  and the  office of  the Principal  Paying Agent  at One  Canada 
Square, London, E14 5AL, United Kingdom (together, the "Documents").

(D) Each  Noteholder  whose name  and  signature appears  below  HEREBY 
RESOLVES as follows:

(i) The  novation  of  all  the  rights  and  obligations  of  Ignis  as 
Investment Advisor to Castle Hill under the Documents is hereby approved.

(ii) Castle Hill are hereby approved as successor Investment Advisors  in 
place of Ignis under the Investment Advisory Agreement.

(iii) The Trustee is authorised,  directed and instructed to execute  the 
Documents to which it is a party in order to give effect to the appointment of
Castle Hill as  successor investment  advisors under  the Investment  Advisory 
Agreement and to take any action as may be necessary in connection with, or in
order to  give  effect  to such  appointment  including,  without  limitation, 
consenting to the Issuer entering into the Documents.

(iv) Every modification and amendment (and the implementation thereof)  in 
respect of their  rights relating to  the Notes, (whether  or not such  rights 
arise under the Trust Deed, the Conditions or the Notes), resulting from or to
be effected by the  modifications, authorisations and determinations  referred 
to in this Resolution and/or the Documents, is hereby approved.

(v) Without prejudice to the rights of indemnity available to the Trustee
pursuant to the Trust Deed or at law, the Trustee is discharged and exonerated
from any Liability (as defined in the Trust Deed) for which it may have become
or may  become  responsible  under the  Trust  Deed,  the Notes,  any  of  the 
Documents or  any other  deeds or  documents entered  in connection  with  the 
Documents in respect of any act or omission in connection with this Resolution
and its implementation. Any claim against the Trustee arising as a result  of 
any loss  or damage  which may  be suffered  or incurred  as a  result of  the 
Trustee acting upon this Resolution  is irrevocably waived (including but  not 
limited to circumstances where it  is subsequently found that this  Resolution 
is not valid  or binding  on the  holders) and the  Trustee will  not be  held 
liable for any such loss or damage.

(vi) Each  Noteholder whose  name and  signature appears  below  expressly 
agrees and undertakes  to indemnify  and hold  harmless the  Trustee from  and 
against all losses, damages, costs, charges and expenses which may be suffered
or incurred  by it  as a  result of  any claims  (whether or  not  successful, 
compromised or settled), actions, demands  or proceedings brought against  the 
Trustee and against all  losses, costs, charges  or expenses (including  legal 
fees) which the  Trustee may  suffer or  incur which in  any case  arise as  a 
result of the Trustee acting in  accordance with the Resolution and the  Trust 
Deed.

(vii) The Trustee is  hereby authorised and instructed  not to obtain  any 
legal opinions in relation to, or to  enquire into, the power and capacity  of 
any person to  enter into  the Documents, or  the due  execution and  delivery 
thereof by any  party thereto or  the validity or  enforceability thereof  and 
that it shall not be liable  to any Noteholder for any consequences  resulting 
from following this instruction, provided that the foregoing shall not prevent
the Trustee from receiving any legal opinion addressed to it; but, in any such
case, the  Trustee shall  have no  responsibility for  reviewing the  contents 
thereof.

(viii) This  Resolution shall  take effect  as an  Ordinary Resolution  (as 
defined in the Trust Deed) of the Noteholders.

(ix) The provisions  of clause  9.3 (Appointment  of Successor  Investment 
Advisor)  of  the  Investment  Advisory  Agreement  shall  not  apply  to  the 
appointment of Castle Hill as Investment Advisors in place of Ignis.

(x) Any obligation to give notice  in connection with the appointment  of 
Castle Hill as  Investment Advisor in  place of Ignis  (other than the  notice 
referred to in the Notice) is hereby waived.

(xi) On the  date this  Resolution is  signed, each  Noteholder agrees  to 
provide evidence satisfactory to the Trustee of its position as a Noteholder.





Dated: ___________________ 2012



                                  Schedule 1

1. Novation  and Amendment  and Restatement  Deed in  respect of  the 
Investment Advisory Agreement lastdated 23 September 2011, which includes  as 
a schedule, the Amended and Restated Investment Advisory Agreement.

2. Deed  of Termination  in respect  of the  Investment  Sub-Advisory 
Agreement last dated 23 September 2011.

3. Deed  of Termination  in  respect of  Services Agreement  dated  2 
February 2010.

4. Novation and Supplemental Trust Deed in respect of the Trust  Deed 
dated 23  September  2011, which  includes  as  a schedule,  the  Amended  and 
Restated Trust Deed.

5. Novation  and Amendment  and Restatement  Deed in  respect of  the 
Agency Agreement dated 23  September 2011, which includes  as a schedule,  the 
Amended and Restated Agency Agreement.

6. Novation  and Amendment  and Restatement  Deed in  respect of  the 
Custodial Agreement dated 23 September 2011, which includes as a schedule, the
Amended and Restated Custodial Agreement.

7. Amendment  and  Restatement  Deed  in  respect  of  Tracking  Loan 
Facility Agreement dated 23 September 2011  which includes as a schedule,  the 
Amended and Restated Tracking Loan Facility Agreement.



 This announcement has been issued through the Companies Announcement Service
                                      of

                          the Irish Stock Exchange.





                                      

                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


ISEUVOVRUAARUAA -0- Oct/25/2012 15:32 GMT