IA Capital Structures (Ireland) plc: Asincro Panama Guaranteed Financing Program (Series 179) Notes due 2021

Dublin (pta024/29.07.2024/16:19 UTC+2)

Company Name IA Capital Structures (Ireland) plc

Headline Notice to Noteholders of Series 179

26 July 2024

REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (THE "MARKET ABUSE REGULATION") REQUIRES DISCLOSURE OF INSIDE INFORMATION RELATING TO THE ISSUER AND THE NOTES.

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION AND IS THEREFORE DISCLOSED IN ACCORDANCE WITH THE ISSUER'S OBLIGATIONS UNDER ARTICLE 17 OF THE MARKET ABUSE REGULATIONS.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.

If you have recently sold or otherwise transferred your entire holding(s) of the Notes referred to below, you should immediately forward this document 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.

MARKET ABUSE REGULATION ANNOUNCEMENT

IA Capital Structures (Ireland) plc

(the "Issuer")

Asincro Panama Guaranteed Financing Program (Series 179) Notes due 2021

ISIN: XS1785120566 COMMON CODE: 178512056

(the "Notes" or the "Series" and the holders thereof the "Noteholders")

Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Series Memorandum dated 26 March 2018 as supplemented lastly on 6 August 2021 and the Conditions of the Notes as same may be amended and / or supplemented from time to time.

BACKGROUND

The Issuer used the entire net proceeds of the Notes to make a loan (the "Loan") to Asincro Panama Corporation (the "Borrower").

The Notes originally had a Scheduled Maturity Date of 11 March 2019. Pursuant to an Extraordinary Resolution of the Noteholders dated 25 January 2019, the Noteholders approved an extension of the term of the Loan to 11 March 2020 and also approved an Extended Maturity Date of 11 March 2020 in respect of the Notes (the "First Extended Maturity Date"). Pursuant to a second Extraordinary Resolution of the Noteholders dated 13 March 2020, the Noteholders approved a further extension of the term of the Loan to 11 March 2021 and also approved an Extended Maturity Date of 11 March 2021 in respect of the Notes (the "Second Extended Maturity Date"). Pursuant to a third Extraordinary Resolution of the Noteholders dated 22 July 2021, the Noteholders approved further extension of the term of the Loan to 11 March 2023 and also approved an Extended Maturity Date of 31 March 2023 in respect of the Notes (the "Third Extended Maturity Date"). Pursuant to a fourth Extraordinary Resolution of the Noteholders dated 16 June 2022, the Noteholders approved a further extension of the term of the Loan to 30 June 2024 and also an Extended Maturity Date of 30 July 2024 in respect of the Notes (the "Fourth Extended Maturity Date").

Special Condition (II) (Redemption Amount) provides that, unless previously redeemed or purchased, the Notes will be redeemed by a payment in respect of each Note of the Redemption Amount on the Final Maturity Payment Date. The Redemption Amount is defined as an amount equal to the greater of (i) zero and (ii) the Net Proceeds. The Special Condition also provides that no interest or other amount shall accrue or be payable in respect of the Notes in respect of the period from and including the Extended Maturity Date, to and including the Final Maturity Payment Date.

The calculation of the Net Proceeds is dependent on the determination of the Realisable Value. The Realisable Value is defined as an amount determined by the Calculation Agent being the proceeds of sale or other means of realisation of the Charged Assets less any costs, expenses, taxes and duties incurred in connection with the disposal or transfer of the Charged Assets by the Sale Agent.

Subject to the Conditions, the Final Maturity Payment Date is defined as the date falling five (5) Business Days following the day that the Issuer receives the aggregate Realisable Value pursuant to Special Condition (II) (Redemption Amount). It is also stipulated that the Final Maturity Payment Date may be significantly later than the Extended Maturity Date (as was disclosed in the "Risk Factors – Payments" in the Series Memorandum).

Pursuant to the Secured Term Loan Agreement, as amended and restated, the Borrower became obliged to repay the entire unpaid Loan principal and all accrued and unpaid interest thereon on 30 June 2024 (the "Loan Maturity Date").The Borrower failed to make the scheduled payment of the entire principal amount outstanding under the Loan, together with accrued but unpaid interest, due on the Loan Maturity Date (the "Loan Payment Failure").

The Issuer hereby provides notice that:

1. The Notes will mature on the Fourth Extended Maturity Date of 30 July 2024.

2. Due to the Loan Payment Failure, an Event of Default has occurred under the Loan.

3. Due to the Event of Default under the Loan, an Additional Mandatory Redemption Event pursuant to Special Condition (I)(i) has occurred in relation to the Notes. As a result, the Notes have immediately become, due and repayable at their Early Redemption Amount.

4. The provisions of Special Condition (IV) (Early Redemption Amount) apply so that the Redemption Amount of the Notes will be paid on the Final Maturity Payment Date, which may be significantly later than the Fourth Extended Maturity Date.

5. The Borrower has requested the Arranger to facilitate a potential Extraordinary Resolution wherein the Borrower would request a waiver to the Loan Event of Default and the Notes Additional Mandatory Event of Default, as well as an extension to the Loan term.

6. As a result of the Borrower request, the Arranger will analyze the request and possibly coordinate with the Issuer and Borrower, in respect of the preparation of an Extraordinary Resolution of the Noteholders to waive the Loan Event of Default and the Notes Additional Mandatory Event of Default, as well as an extension to the Loan and Notes term.

This Notice has not been formulated by the Trustee who expresses no view on it and the Trustee expresses no opinion as to the actions (if any) the Noteholders may take in respect of this Notice. The information contained herein has not been independently verified by the Trustee and the Trustee makes no representation that all relevant information has been disclosed to Noteholders in or pursuant to this Notice. In accordance with normal practice, the Trustee expresses no view as to the truth, veracity, accuracy or completeness of the contents of this Notice. Accordingly, the Trustee recommends that Noteholders consider seeking their own financial, tax, accounting, investment and legal advice in respect of this Notice.

No responsibility or liability is or will be accepted by the Trustee in relation to the accuracy or completeness of this Notice or any other written or oral information made available to any person receiving this Notice or its advisers and any such liability is expressly disclaimed. This Notice is made without prejudice to any and all of the Trustee's rights under the Conditions of the Notes and the transaction documents relating to the Notes, all of which are expressly reserved.

PROPOSED ACTION

Other than as disclosed above, the Issuer proposes no further course of action at this time. This notice is for informational purposes only.

Further Information

For further information with regards to your investment in the Notes, please contact the Arranger at: noteholder.support@flexfunds.com

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