2020.04.16 Update To Bondholders PDF

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This letter does not constitute advice to any Bondholder

To: All holders of mini-bonds issued by Blackmore Bond PLC, as detailed below.

16 April 2020

Re: Blackmore Bond PLC ("PLC")

Information from Oak Fund Services (Guernsey) Limited (previously called


International Administration Group (Guernsey) Limited), in its capacity as security
trustee (the “Trustee”) in respect of the Bonds issued by PLC (the Bonds)

We write further to our letters to holders of the Bonds (the Bondholders) dated 5 February
2020 and 9 March 2020. Details of the Bonds are as set out in our letter of 5 February 2020.

Bondholders are referred to the important notice at the end of this document.

We write to provide an update to Bondholders in relation to a number of matters and to provide


Bondholders with information as set out in this letter. Please note that this update is being sent
to Bondholders in hard copy and by email (where possible). Bondholders who receive this
update in hard copy only will not receive a copy of the 10-page Annex to this update; however,
it will be provided by email. Bondholders who have not received a copy of the Annex by email
and would like to receive one are asked to inform the Trustee using the contact details at the
end of this document, specifying whether they would like a hard copy of the Annex or providing
an email address to which a soft copy can be sent.

1 Update

1.1 The PLC proposal

1.2 As noted in our letter of 9 March 2020, the Trustee is aware that PLC informed the
Bondholders on 6 February 2020 that it was preparing a proposal to the Bondholders.
The Trustee is aware that PLC indicated that it would provide this proposal within one
month and informed the Bondholders that a ‘Big 4’ accountancy firm would be retained
to assist PLC prepare the proposal.

1.3 The Trustee understands that, to date, PLC has not put forward any proposal to
Bondholders. In addition, on 20 March 2020 the Trustee was informed by PLC that the
‘Big 4’ Accountancy firm that had been engaged had ceased to act. PLC subsequently
informed the Trustee that a replacement accountancy firm, Dow Schofield Watts, was
appointed on 23 March 2020.

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1.4 The Trustee is aware that, in its update of around 27 March 2020, PLC informed
Bondholders that it is waiting for a number of property valuations to be completed
before it can make its proposal and that Covid 19 has delayed matters. PLC has not,
however, provided the Trustee with a clear timetable for when it intends to put its
proposal to Bondholders.

1.5 Appointment of receivers in respect of Blackmore SPV 13 Ltd and Blackmore


SPV 14 Ltd

1.6 The Trustee has recently become aware that on 9 March 2020 third party lenders in
the KSEYE group of companies (see Annex A) appointed Receivers over the assets of
PLC’s subsidiary special purpose vehicle (SPV) entities Blackmore SPV 13 Ltd (SPV
13) and Blackmore SPV 14 Ltd (SPV 14), including over the properties at Malden
Lodge, Woolton Road, Childwall, Liverpool, L16 8NF and 76 Holloway Head,
Birmingham, B1 1NU (although those properties do not appear to fall within the
security package the Trustee holds on behalf of the Bondholders).

1.7 The Trustee has notified ION Insurance Group S.A. (ION), the Guarantor for the
Capital Guarantee Scheme for the Series 1 Bonds, of the appointment of Receivers in
respect of SPV 13 and SPV 14 as required by the terms of that Capital Guarantee
Scheme. The Trustee is liaising with both ION and Northernlight Surety Company,
S.R.L. (the Guarantor for the Capital Guarantee Schemes for the Series 2 to 6 Bonds)
generally.

1.8 Purported direction to enforce

1.9 On 17 March 2020, the Trustee received a purported direction from Goji Financial
Services Limited (Goji) (in its capacity as the ISA Manager of the Series 4 Bonds) on
behalf of all of the Series 4 Bondholders to enforce the Security in accordance with the
terms of the Series 4 Bond Instruments. The Trustee is seeking to determine the
validity of this direction and has sought to clarify with Goji the basis on which it
purports to be entitled to direct the Trustee on behalf of the holders of all of the Series
4 Bonds to enforce the security.

1.10 New security interests granted in respect of certain properties

1.11 Very recently, the Trustee has become aware that certain loans and accompanying
security have been entered into by certain of the Companies (as defined below) during
February and early April 2020, which may well impact on the security position of the
bondholders.

1.12 These comprise1:

1.12.1 The charges entered into in February 2020 referred to in section 2.3.1(c)
below (in respect of which the Trustee has made certain enquiries of PLC, as
noted below);

1
Note: please see Annex A for the definitions of the Properties.

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1.12.2 Two charges granted by Blackmore SPV 2 Ltd in favour of West One Loan
Limited on 1 April 2020 in respect of the Church Farm Property (securing
lending provided to Blackmore SPV 16 Ltd);

1.12.3 Charge granted by Blackmore SPV 3 Ltd in favour of West One Loan Limited
on 1 April 2020 in respect of the St Augustine’s Property (securing lending
provided to Blackmore SPV 16 Ltd);

1.12.4 Charge granted by Blackmore SPV 13 Ltd in favour of West One Loan Limited
on 1 April 2020 in respect of the Malden Lodge Property (securing lending
provided to Blackmore SPV 16 Ltd); and

1.12.5 Charge granted by Blackmore Longridge Limited in favour of West One Loan
Limited on 1 April 2020 in respect of the Longridge Property (securing lending
provided to Blackmore SPV 16 Ltd).

1.13 The security trustee’s role and investigations

1.14 As explained in our letter of 5 February 2020, the role of the Trustee is to hold the
security granted for the benefit of the Bondholders of each series as a whole and the
Trustee will take steps to enforce the security if validly instructed to do so, according
to and subject to the terms of the transaction documents (referred to further below).

1.15 The Trustee has (as noted in our letter of 9 March 2020) been undertaking a review of
the arrangements in place intended to protect the position of Bondholders and
continuing to press PLC to provide information.

1.16 The Trustee now wishes to provide further information to the Bondholders to enable
them to consider (with their advisers) how to proceed. Details of the information the
Trustee is providing to Bondholders is set out below.

2 Information

2.1 The Trustee has established an online data room containing documents and
information relating to the Bonds. All Bondholders for whom we have an email address
will shortly receive an email inviting them to access the data room which is managed
by a company called Datasite. The email will give instructions on how to access the
data room. If the Trustee does not hold an email address for you and/or you do not
receive an email inviting you to access the data room by 24 April 2020 please contact
the Trustee using the contact details provided below. We remind Bondholders
accessing the data room of the confidential nature of the documents and
information contained therein and, by accessing the data room, the
Bondholders acknowledge and agree that they will keep the documents and
information contained therein confidential. Please note that this does not
affect Bondholders’ ability to share the information and documents with your
professional advisers so that you can take advice on the position, if you wish
to do so.

2.2 The Trustee has uploaded the following categories of documents to the data room and
a schedule of the documents within each category is enclosed at Annex A:

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2.2.1 Copies of the transaction documents held by the Security Trustee in respect
of each series of Bonds referred to in the Trustee’s letter of 5 February 2020
(the Transaction Documents). As explained in that letter, these documents
set out the rights of the Bondholders in relation to each series of Bonds.

2.2.2 Copies of the following security documents, which provide details of the
security the Trustee holds on behalf of Bondholders over the assets of PLC
and its subsidiary SPV entities (together with PLC the Companies) that could
be enforced if the Trustee is validly directed to do so by the Bondholders:

(a) The Omnibus Charge in favour of the Trustee dated 26 September


2017 granted by PLC and its 16 subsidiary companies, Blackmore
SPV 1 Ltd to Blackmore SPV 16 Ltd.

(b) Additional charge documents registered at Companies House against


the Companies, in favour of various third party lenders.

(c) Other documents held by the Security Trustee relating to the security
arrangements, including agreements between the Trustee and third
party lenders which provide consent for security to be granted in
favour of third party lenders and (in many cases) agree that the third
party lender’s security will have priority over the security held by the
Trustee (as permitted by the Transaction Documents), certain Deeds
of Subordination and Deeds of Partial Release, as described more
fully in Annex A.

(d) Forms RM01 filed at Companies House giving notice of the


appointment of receivers in respect of SPV 13 and SPV 14.

2.2.3 Copies of the Capital Guarantee Schemes for each series of Bonds. These
documents provide details of the terms of the guarantees put in place by PLC,
which PLC described in the various Information Memoranda as providing
protection to ensure that investors are repaid any shortfall in the event of an
insolvency in respect of each series (up to a maximum of £75,000 per investor
in respect of the Series 1 Bonds).

2.2.4 Accounts filed at Companies House in respect of the Companies, as listed in


section 4 of Annex A.

2.2.5 In addition to the unaudited accounts for each of the SPVs that have been
filed at Companies House, we have included unaudited draft accounts of PLC
for the year ended 31 December 2018. Bondholders may be aware that the
audited accounts of PLC for the year ended 31 December 2018 have missed
their filing deadline under company law. We make no comment on whether
these draft accounts provided to us by PLC would still disclose the same
financial position and result should they be subject to a complete audit
process. In this regard, we note that PLC’s management has informed us
that Charterhouse (Accountants) Limited have been appointed as
replacement auditors in place of Grant Thornton UK LLP. We have been given
no information on when the audited accounts will be ready.

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2.3 In addition to the above, the Trustee is continuing to raise queries with and request
information from PLC, in particular (but not limited to) the following issues:

2.3.1 Discrepancies in relation to the security the Trustee holds on behalf of the
Bondholders and its priority against security interests granted to other third
party lenders by the Companies, in particular:

(a) Queries in relation to the ownership of the property at Chapel Hill,


Longridge, Preston, PR3 2YB (the Longridge Property) as the Land
Registry Title Register shows that this property is owned by
Blackmore Longridge Limited rather than by Blackmore SPV 8 Ltd.

(b) Queries in relation to the ownership of the Ealing Property and the
Oxshott Property as the Land Registry Title Register shows that these
properties are owned by Lusso Ealing LLP and Lusso Oakshade LLP
respectively.

(c) Queries in relation to third party loans and accompanying security in


respect of the Ealing Property and the Oxshott Property, in
particular:

(i) Details of the charges recently granted by Lusso Ealing LLP


in favour of Hbb Bridging Loans Limited on 7 February 2020
in respect of the Ealing Property;

(ii) Details of the charges granted by Lusso Oakshade in favour


of GFC 1 Limited on 27 February 2020 in respect of the
Oxshott Property; and

(iii) Details of whether these charges rank in priority to the


security granted in favour of the Trustee that is held for the
Bondholders.

2.3.2 Further information in relation to the Capital Guarantee Schemes.

2.3.3 Details of redemption requests that have been delivered to PLC by certain
Bondholders in accordance with Condition 4.2 of the Bond Instruments
(Condition 4.3 for the Series 5 Bond Instruments).

2.4 PLC has provided the Trustee with information regarding certain of these queries,
which the Trustee is currently reviewing with its advisers. The Trustee will provide a
further update to Bondholders and upload further information to the data room once
the information received to date and any other information received has been
reviewed, as the Trustee considers appropriate.

3 Enforcement of security

3.1 It is strongly recommended that Bondholders consider their position by reference to


the Transaction Documents and the information that has been uploaded to the data
room.

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3.2 The Trustee’s letter of 6 February 2020 notified Bondholders that there has been an
event of default under the Transaction Documents. Bondholders are referred to that
letter, reminding them of the need to provide instructions to the Trustee if they would
like the Trustee to act.

3.3 The Trustee reminds Bondholders of the following information.

3.3.1 The security in favour of Bondholders is described in the Information


Memoranda and Bond Instruments. The Trustee does not comment on the
adequacy of such security.

3.3.2 The Trustee will take steps to enforce the security if instructed to do so,
according to and subject to the terms of the Transaction Documents.

3.3.3 The Trustee will act (or refrain from acting) as directed by the Bondholders in
accordance with and subject to the terms of the Transaction Documents.

3.3.4 The Bondholders of any series of Bonds may by:

(a) special resolution or

(b) written notice to PLC from Bondholders holding more than 50% in
nominal value of the Bonds of the series then in issue,

direct the Trustee to exercise any or all of its rights, remedies, powers or
discretions under any security document.

3.3.5 A special resolution needs to be passed at a meeting of Bondholders, and


detailed provisions as to how such a meeting is called are set out in Schedule
3 of the Bond Instruments. We refer Bondholders to the detailed terms of the
Information Memoranda and Bond Instruments, as well as the Trust Deed. In
particular, Bondholders are referred to the provisions in Clause 1 of Schedule
3, which stipulate the power to call a meeting of Bondholders vests with PLC
on receipt of a written request from not less than one-quarter in principal
amount of the Bonds outstanding per series.

Important Notice

The Trustee provides the information above for the information of Bondholders but makes no
representation as to the accuracy or completeness thereof and cannot accept liability for any
loss caused by any inaccuracy therein. The Trustee makes no recommendation to Bondholders
and gives no legal or investment advice herein or in respect of the Bonds generally, and
Bondholders may not rely on information provided to the Trustee or otherwise on the views of
the Trustee, wherever expressed.

Bondholders should take their own independent legal and financial advice.

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Contacting Us

Bondholders who have any queries regarding this letter may contact the Trustee at:

Address: Oak Fund Services (Guernsey) Limited


PO Box 282
Regency Court
Glategny Esplanade
St. Peter Port
Guernsey, GY1 3RH

Attention: Shareholder services

Email: [email protected]

Bondholders will appreciate that our staff are currently working from home and our phone lines
are not fully manned at all times. Accordingly, we ask that you contact us by email in the first
instance. Please note that we can only assist you with the contents of this letter and the data
room and cannot offer you advice in any way as to their contents or interpretation. We also
note that we are not responsible for the management of the data room, and accordingly you
should contact the Datasite help desk for assistance with access to the data room.

For speed, this letter is being sent to Bondholders by email, but because the documentation
requires it, a copy of this letter will also be sent by post to Bondholders at such addresses as
have been provided to the Trustee by PLC.

Yours faithfully

For and on behalf of


Oak Fund Services (Guernsey) Limited

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Annex A2

1. Transaction Documents

1 Security Trust Deed date 26 September 2017 between the Trustee and Blackmore Bond plc (it should be noted that this document replaced
earlier security trust deeds);

2 Information Memorandum for each series of bonds, as noted in the below table;

Series; Information Memoranda and Bond Instruments Interest and Term


Series 1: Information memorandum dated 3 October 2016 A1: 8.9% p.a.; 4 years
A2: 9.9% p.a.; 5 years
Series 2: Information memorandum dated July 2017 B1: 7.5% p.a.; 4 years
B2: 8.5% p.a.; 5 years
Series 3: Information memorandum dated 28 September 2017 C: 6.5% p.a.; 3 years

Series 4: Information memorandum dated 19 January 2018 D1: 6.5% p.a.; 3 years
D2: 8.5% p.a.; 5 years
Series 5: Information memorandum 27 September 2018 E1: 7.9% p.a.; 3 years
E2: 9.9% p.a.; 5 years
Series 6: Information memorandum 22 November 2018 F1: 7.9% p.a.; 3 years
F2: 9.9% p.a.; 5 years

3 The Bond Instruments issued by Blackmore Bond PLC for each series of bonds.

2
Bondholders are referred to the covering letter as to the completeness of the records to be loaded into the data room. It should be noted that the documents in the data room are the
versions of those documents which are held by the Trustee.

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2. Charge Documents

Entity Property (of which entity is Charges registered at Companies House4 Other documents relating to the
Registered Proprietor)3 charges

Blackmore None known to the Trustee 1 Omnibus Guarantee and Charge dated 26.09.2017 Deed of Subordination dated 28.08.2019
Bond Plc Parties: (1) Blackmore Bond plc and others,5 (2) Parties: (1) Security Trustee, (2) Assetz
Security Trustee (on behalf of Bondholders) Capital Trust Company Limited

2 Debenture dated 16.11.2017


Parties: (1) Blackmore Bond plc, (2) Amicus Finance
Plc

3 Debenture dated 11.12.2017


Parties: (1) Blackmore Bond plc, (2) Amicus Finance
Plc

Blackmore None known to the Trustee Omnibus Guarantee and Charge dated 26.09.2017 None
SPV 1 Ltd Parties: (1) Chargors, (2) Security Trustee (on behalf of
Bondholders)

Recorded as satisfied on 06.11.2017

Blackmore 1 St Andrews Hall, Lower 1 Omnibus Guarantee and Charge dated 26.09.2017 1 Letter from Security Trustee to Nextius
SPV 2 Ltd Church Street, Colyton (EX24 Parties: (1) Chargors, (2) Security Trustee (on behalf Finance VCIC AIFLNP Ltd dated
6ND) (Title Number of Bondholders) 03.06.2019
DN551377). Registered
proprietor on 20.09.2018. 2 Debenture dated 03.06.2019 2 Letter from Security Trustee to two
Parties: (1) Blackmore SPV 2 Ltd, (2) Nextius Finance individuals dated 20.08.2019
VCIC AIFLNP Ltd

3
The contents of this column are based on information received by the Trustee from Blackmore Bond Plc, and Land Registry records.
4
This list is confined to those charges which, according to Companies House records, are outstanding, subject to a small number of exceptions as referred to in the Annex.
5
The Omnibus Guarantee and Charge was entered into by Blackmore Bond Plc and Blackmore SPV 1 Ltd to Blackmore SPV 16 Ltd (the “Chargors”).

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Entity Property (of which entity is Charges registered at Companies House4 Other documents relating to the
Registered Proprietor)3 charges

2 Land adjoining Church Farm 3 Letter from Security Trustee to Amicus


Barns, Culmhead, Taunton 3 Legal Charge dated 03.06.2019 Finance Plc dated 30.08.2019
(TA3 7EE) (Title Number Parties: (1) Blackmore SPV 2 Ltd, (2) Nextius Finance
ST334516). Registered VCIC AIFLNP Ltd 4 Letter from Security Trustee to Nextius
proprietor on 01.03.2017 Finance VCIC AIFLNP Ltd dated
(together with (3) below, the 4 Third Party Legal Mortgage dated 02.09.2019 31.08.2019
Church Farm Property). Parties: (1) Blackmore SPV 2 Ltd, (2) Nextius Finance
VCIC AIFLNP Ltd 5 Letter from Security Trustee to Nextius
3 Land on the north side of Capital Limited dated 23.09.2019
Church Farm, Culmhead, 5 Legal Charge dated 02.09.2019
Taunton (TA3 7EE) (Title Parties: (1) Blackmore SPV 2 Ltd (2) Amicus Finance 6 Letter from Security Trustee to Nextius
Number ST264697). Plc Capital Limited dated 24.10.2019
Registered proprietor on
01.03.2017. 6 Third Party Legal Mortgage dated 02.09.2019
Parties: (1) Blackmore SPV 2 Ltd, (2) Nextius Finance
VCIC AIFLNP Ltd6

7 Third Party Legal Mortgage dated 01.04.2020


Parties: (1) Blackmore SPV 2 Ltd, (2) West One Loan
Limited

8 Third Party Legal Mortgage dated 01.04.2020


Parties: (1) Blackmore SPV 2 Ltd, (2) West One Loan
Limited7

6
Note: the charges referenced at points 4 and 6 of this column are separate and distinct in that they relate to different properties in respect of which SPV 2 is the registered proprietor.
7
Note: the charges referenced at points 7 and 8 of this column are separate and distinct in that they relate to different properties in respect of which SPV 2 is the registered proprietor

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Entity Property (of which entity is Charges registered at Companies House4 Other documents relating to the
Registered Proprietor)3 charges

Blackmore St Augustine’s, Tillard Avenue, 1 Omnibus Guarantee and Charge dated 26.09.2017 1 Letter from Security Trustee to Amicus
SPV 3 Ltd Cheadle Heath, Stockport (SK3 Parties: (1) Chargors, (2) Security Trustee (on behalf Finance Plc dated 01.02.2018
0UB) (Title Number of Bondholders)
MAN189643). Registered 2 Deed of Subordination dated 18.09.2018
proprietor on 23.08.2017 (the 2 Debenture dated 11.12.2017 Parties: (1) Security Trustee, (2) Assetz
St Augustine’s Property). Parties: (1) Blackmore SPV 3 Ltd, (2) Amicus Finance Capital Trust Company Limited
Plc
3 Letter from Security Trustee to Nextius
3 Legal Charge dated 18.09.2019 Finance VCIC AIFLNP Ltd dated
Parties: (1) Blackmore SPV 3 Ltd, (2) Assetz Capital 21.12.2018
Trust Company Limited
4 Deed of Subordination dated 28.08.2019
4 Debenture dated 18.09.2019 Parties: (1) Security Trustee, (2) Assetz
Parties: (1) Blackmore SPV 3 Ltd, (2) Assetz Capital Capital Trust Company Limited
Trust Company

5 Third Party Legal Mortgage dated 01.04.2020


Parties: (1) Blackmore SPV 3 Ltd, (2) West One Loan
Limited

Blackmore None known to the Trustee Omnibus Guarantee and Charge dated 26.09.2017 None
SPV 4 Ltd Parties: (1) Chargors, (2) Security Trustee (on behalf of
Bondholders)

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Entity Property (of which entity is Charges registered at Companies House4 Other documents relating to the
Registered Proprietor)3 charges

Blackmore 1 Little Hookstead Farm, High 1 Omnibus Guarantee and Charge dated 26.09.2017 Letter from Security Trustee to Nextius
SPV 5 Ltd Halden, Ashford (TN26 3NH) Parties: (1) Chargors, (2) Security Trustee (on behalf Finance VCIC AIFLNP Ltd dated 01.11.2018
(Title Number TT57856). of Bondholders)
Registered proprietor on
03.11.2017. 2 Legal Charge dated 02.11.2018
Parties: (1) Blackmore SPV 5 Ltd, (2) Nextius Finance
2 Lot 1, Little Hookstead Farm, VCIC AIFLNP Ltd
High Halden, Ashford (TN26
3NH) (Title Number 3 Debenture dated 02.11.2018.
TT72587). Registered Parties: (1) Blackmore SPV 5 Ltd, (2) Nextius Finance
proprietor on 03.11.2017. VCIC AIFLNP Ltd

Blackmore Steps Cottage, Lower Court 1 Omnibus Guarantee and Charge dated 26.09.2017 Letter from Security Trustee to Nextius
SPV 6 Ltd Road, Newton Ferrers, Parties: (1) Chargors, (2) Security Trustee (on behalf Finance VCIC AIFLNP Ltd dated 01.11.2018
Plymouth (PL8 1DG) (Title of Bondholders)
Number DN116693).
Registered proprietor on 2 Debenture dated 02.11.2018
25.07.2017. Parties: (1) Blackmore SPV 6 Ltd, (2) Nextius Finance
VCIC AIFLNP Ltd

3 Legal Charge dated 02.11.2018


Parties: (1) Blackmore SPV 6 Ltd, (2) Nextius Finance
VCIC AIFLNP Ltd

Blackmore None known to the Trustee Omnibus Guarantee and Charge dated 26.09.2017 None
SPV 7 Ltd Parties: (1) Chargors, (2) Security Trustee (on behalf of
Bondholders)

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Entity Property (of which entity is Charges registered at Companies House4 Other documents relating to the
Registered Proprietor)3 charges

Blackmore None known to the Trustee Omnibus Guarantee and Charge dated 26.09.2017 None
SPV 8 Ltd Parties: (1) Chargors, (2) Security Trustee (on behalf of
Bondholders)

Blackmore None known to the Trustee Omnibus Guarantee and Charge dated 26.09.2017 None
SPV 9 Ltd Parties: (1) Chargors, (2) Security Trustee (on behalf of
Bondholders)

Blackmore None known to the Trustee Omnibus Guarantee and Charge dated 26.09.2017 None
SPV 10 Ltd Parties: (1) Chargors, (2) Security Trustee (on behalf of
Bondholders)

Blackmore None known to the Trustee Omnibus Guarantee and Charge dated 26.09.2017 None
SPV 11 Ltd Parties: (1) Chargors, (2) Security Trustee (on behalf of
Bondholders)

Blackmore None known to the Trustee Omnibus Guarantee and Charge dated 26.09.2017 None
SPV 12 Ltd Parties: (1) Chargors, (2) Security Trustee (on behalf of
Bondholders)

Recorded as satisfied on 06.11.2017

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Entity Property (of which entity is Charges registered at Companies House4 Other documents relating to the
Registered Proprietor)3 charges

Blackmore Malden Lodge, Woolton Road, 1 Omnibus Guarantee and Charge dated 26.09.2017 1 Letter from Security Trustee to KSEYE
SPV 13 Ltd Childwall, Liverpool (L16 8NF) Parties: (1) Chargors, (2) Security Trustee (on behalf Capital No.1 Limited and KSEYE Capital
(Title Number MS184366). of Bondholders) No.2 Limited dated 11.10.2018
Registered proprietor on
28.11.2017 (the Malden 2 Debenture dated 14.11.2017 2 Letter from Security Trustee to Amicus
Lodge Property). Parties: (1) Blackmore SPV 13 Ltd, (2) Amicus Finance Plc dated 01.02.2018
Finance Plc
3 Deed of Partial Release dated 11.10.2018
3 Debenture dated 11.10.2018 Parties: Blackmore SPV 13 Ltd and
Parties: (1) Blackmore SPV 13 Ltd, (2) KSEYE Capital Security Trustee
No.1 Limited and KSEYE Capital No.2 Limited
4 Form RM01 Notice of appointment of an
4 Third Party Legal Mortgage dated 01.04.2020 administrative receiver or manager dated
Parties: (1) Blackmore SPV 13 Ltd, (2) West One Loan 09.03.2020
Limited

Blackmore 1 South side of Holloway Head, 1 Omnibus Guarantee and Charge dated 26.09.2017 1 Letter from the Security Trustee to KSEYE
SPV 14 Ltd Birmingham (Title Number Parties: (1) Chargors, (2) Security Trustee (on behalf Capital Holdings Limited dated
WM610765). Registered of Bondholders) 26.07.2019
proprietor on 29.11.2017.
2 Debenture dated 02.08.2019 2 Deed of Partial Release dated 02.08.2019
2 Holloway Head, Birmingham Parties: (1) Blackmore SPV 14 Ltd, (2) KSEYE Capital Parties: (1) Security Trustee, (2)
(B1 1NG) (Title Number Holdings Limited Blackmore SPV 14 Ltd
WK92193). Registered
proprietor on 29.11.2017. 3 Form RM01 Notice of appointment of an
administrative receiver or manager dated
09.03.2020

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Entity Property (of which entity is Charges registered at Companies House4 Other documents relating to the
Registered Proprietor)3 charges

Blackmore None known to the Trustee Omnibus Guarantee and Charge dated 26.09.2017 None
SPV 15 Ltd Parties: (1) Chargors, (2) Security Trustee (on behalf of
Bondholders)

Blackmore Six Hills House, Six Hills Way 1 Omnibus Guarantee and Charge dated 26.09.2017 1 Letter from Security Trustee to Aura
SPV 16 Ltd Stevenage (SG1 1YB) (Title Parties: (1) Chargors, (2) Security Trustee (on behalf Finance Limited dated 27.11.2018
Number HD217951). of Bondholders)
Registered proprietor on 2 Letter from Security Trustee to KSEYE
09.02.2018. 2 Debenture dated 27.11.2018 Capital No.1 Limited dated 29.01.2018
Parties: (1) Blackmore SPV 16 Ltd, (2) Aura Finance
Limited 3 Letter from Security Trustee to KSEYE
Capital No.1 Limited and KSEYE Capital
No. 2 Limited dated 30.01.2018 (note: the
charge to which this letter relates was
recorded as satisfied on 11 June 2019)

Note: The Trustee notes that it has not included charge documents in respect of the charge over the property at The Park, St Mary’s Road, Ealing
W5 (the Ealing Property) in favour of SPV 9 or the charge over the property at Oakshade Road, Oxshott, Surrey, KT22 OLF (the Oxshott
Property) in favour of SPV 11. This is because the Trustee is continuing to investigate the security position in relation to these properties with
PLC (see further above).

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3. Capital Guarantee Schemes

1 Series 1: Master Guarantee Bond No. RH/LONS/20161011/0057 dated 10 October 2016 between ION Insurance Group S.A. (Costa Rica)
as Guarantor and Blackmore Bond plc as Principal, in favour of “Beneficiary/Investor”, with template Guarantee Certificate.

2 Series 2: Master Guarantee Blackmore Bond PLC between Northernlight Surety Company, S.R.L. (Costa Rica) as Guarantor and Blackmore
Bond plc as Principal, in favour of the Security Trustee as Beneficiary/Investor, with template Guarantee Certificate in favour of the
Security Trustee dated 18 July 2017.

3 Series 3: Master Guarantee Blackmore Bond PLC between Northernlight Surety Company, S.R.L. (Costa Rica) as Guarantor and Blackmore
Bond plc as Principal, in favour of the Security Trustee as Beneficiary/Investor, with template Guarantee Certificate in favour of the
Security Trustee dated 27 September 2017.

4 Series 4: Master Guarantee Blackmore Bond PLC between Northernlight Surety Company, S.R.L. (Costa Rica) as Guarantor and Blackmore
Bond plc as Principal, in favour of the Security Trustee as Beneficiary/Investor, with template Guarantee Certificate in favour of the
Security Trustee dated 12 January 2018.

5 Series 5: Master Guarantee Blackmore Bond PLC between Northernlight Surety Company, S.R.L. (Costa Rica) as Guarantor and Blackmore
Bond plc as Principal, in favour of the Security Trustee as Beneficiary/Investor, with template Guarantee Certificate in favour of the
Security Trustee dated 28 September 2018.

6 Series 6: Master Guarantee Blackmore Bond PLC between Northernlight Surety Company, S.R.L. (Costa Rica) as Guarantor and Blackmore
Bond plc as Principal, in favour of the Security Trustee as Beneficiary/Investor, with template Guarantee Certificate in favour of the
Security Trustee dated 27 November 2018.

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4. Accounts

1 Accounts for the period to 31 December 2017 for each of Blackmore Bond PLC and the 16 SPVs (note: the 2017 accounts for Blackmore
SPV 1 Ltd are unaudited). The accounts of Blackmore Bond PLC are consolidated group accounts.

2 Unaudited accounts for the period to 27 December 2018 for Blackmore SPV 1 Ltd.

3 Unaudited accounts for the period to 29 December 2018 for Blackmore SPV 2 Ltd.

4 Unaudited accounts for the period to 30 December 2018 for Blackmore SPV 3 Ltd to Blackmore SPV 16 Ltd.

5 Draft unaudited accounts for the period to 31 December 2018 for Blackmore Bond PLC. These draft unaudited accounts are not group
consolidated accounts.

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