CDR Limited
(the "Issuer")
IFC 5
St Helier
Jersey
JE1 1ST
NOTICE
to the holders of the €2,000,000,000 Securities issued pursuant to the Pass-through Certificate Issuance Programme established by the Issuer
(the "Securityholders" and the "Securities" respectively)
We refer to the following:
Capitalised terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Deed and in the Servicing Agreement.
Under Clause 8.2 (Covenants) of the Trust Deed, the Issuer is required, at all times, to keep proper books of account. Clause 8.5 (Covenants) of the Trust Deed further requires the Issuer to send to the Trustee, promptly after issue or publication, its audited or unaudited accounts and Clause 8.6 (Covenants) requires such accounts to be made available for inspection by Securityholders (the "Account Covenants"). In accordance with the Companies (Jersey) Law, 1999, as amended (the “Law”), the Issuer is required to produce audited financial statements, which must also be filed with the Registrar of Companies, no later than 7 months of the end of the relevant financial period.
Due to the resignation of the previous auditor, Baker Tilly Channel Islands Limited on 27 July 2023, citing a reduction in their risk appetite, the Issuer has failed to comply with its obligations to procure audited accounts required under the Trust Deed for the years ending 31 December 2021 and 31 December 2022 and has therefore breached the Account Covenants set out under the terms of the Trust Deed and the above-mentioned requirements under the Law. Failure to comply with the Law means the Issuer, and each officer of the Issuer, may be guilty of an offence.
As previously announced on 1 February 2024, a replacement auditor, Lubbock Fine LLP, has been appointed on 5 December 2023 and the outstanding audits are underway. It was anticipated at that time that the audited accounts for the years ending 31 December 2021 and 31 December 2022 will be available for inspection by 31 March 2024. However, the audit completion has taken longer than expected being the first-time audit by Lubbock Fine LLP. Based on discussions with the auditor, the audit is expected to be completed by 15 June 2024. The Issuer will provide regular updates on progress to Securityholders.
Under Clause 2.8 (Servicer) of the Servicing Agreement, the Servicer is required to provide to the Issuer and the Trustee an annual report containing information relating to the assets (the "Servicer Report"). Additionally, in accordance with Clause 5.1.4 (Servicer covenants and undertakings) the Servicer undertakes to provide to the Trustee and Issuer all information and reports required under the Servicing Agreement, including the Servicer Report.
The last annual Servicer Report was provided to the Issuer and the Trustee on 7th August 2018.
Due to non-performance of its obligations under the Servicer Agreement, including, but not limited to, the failure to comply with its obligation to provide the Servicer Report, the Servicer has breached the terms of the Servicing Agreement.
As a result, the directors of the Issuer are seeking to replace Exotix Limited as the Servicer to the Issuer's underlying assets. The Issuer continues to find a replacement Servicer and shall update on progress to Securityholders.
This Notice is given by
CDR Limited as Issuer
Dated: 16 May 2024
All enquiries should be addressed to:
The Company Secretary
CDR Limited
IFC 5
St Helier
Jersey
JE1 1ST
Tel: 01534 847000 Fax: 01534 847001
Jonathon.harris@apexgroup.com