SIGMA FINANCE CORPORATION Announcement to Beneficiaries

LONDON--(BUSINESS WIRE)-- 

Notice to Beneficiaries

SIGMA FINANCE CORPORATION (IN RECEIVERSHIP) SIGMA FINANCE, INC.

27 March 2024

COMPANY ANNOUNCEMENT

The receivers of Sigma Finance Corporation (in receivership) ("Sigma" or the "Company") being S. J. Harris and S. J. Edel of Ernst & Young LLP (the "Joint Receivers") have today made the following announcement.

Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Amended and Restated Security Trust Deed dated 27 March 2003 (the "Security Trust Deed") between the Company and Deutsche Trustee Company Limited (the "Security Trustee").

General update

The Joint Receivers, after consultation with the Security Trustee, are now at the stage where they consider that it is appropriate to draw the receivership to a close, including the commencement of the relevant steps to bring about the dissolution of the Company. This will enable a final distribution to be paid to Beneficiaries and arrangements to be made for the orderly conclusion of the Company's affairs. The Beneficiaries do not include any unsecured creditors of the Company.

The intended liquidation process

As part of the process of concluding the Receivership and commencing the steps to bring about dissolution of the Company, the Joint Receivers anticipate that in the coming weeks they will file a petition for the commencement of the winding up of the Company in the Cayman Islands as a winding up is a precursor to dissolution in that jurisdiction. It is anticipated that the petition, once filed, will be heard before the Cayman Court in the first half of 2024. The liquidation is being sought simply to facilitate an orderly closure and dissolution of the Company after the Joint Receivers have made a final distribution to Beneficiaries.

If a Court Order is granted to place the Company into liquidation, it is anticipated joint liquidators (licensed insolvency practitioners from FTI Consulting) will be appointed. It is likewise anticipated that once the joint liquidators have duly notified creditors of their appointment and convened and held a statutory meeting of creditors, the Joint Receivers will proceed to make a final distribution to Beneficiaries from the Company's remaining assets pursuant to the terms of the Security Trust Deed. Following the anticipated appointment of the joint liquidators, the Joint Receivers’ role will be limited to the making this final distribution. Subject to the Cayman Court granting the anticipated winding up petition, creditors of the Company should expect in due course to receive a communication from the joint liquidators once they have been appointed.

The intended final distribution to Beneficiaries

The Joint Receivers currently hold funds of c.USD 3.75 million and, after provision for the costs of liquidation and certain other costs, presently envisage that funds of c.USD 3 million will be available for distribution to Beneficiaries by way of final distribution. The entry by the Company into liquidation will not affect this distribution, the relevant funds will continue to be held by the Joint Receivers subject to the Security Trust Deed, and such amount will only be available to the Beneficiaries and not to any other creditor of the Company. It will be appreciated that, as foreshadowed in the early stages of the receivership, following these steps (including the final distribution), the Company will not have discharged all of the amounts due to Beneficiaries as a result of a deficiency in available assets. As such and based on the information currently available to them, the Joint Receivers do not expect that there will be any funds available for distribution by the joint liquidators to unsecured creditors of the Company.

The timing and quantum of the final distribution is uncertain but it is anticipated it may be made in the second half of 2024. The Joint Receivers intend to provide further details of the final distribution to Beneficiaries by way of RNS, notices through the relevant clearing systems and updates on the Company website: https://www.ips-docs.com/creditor/LO3467/BE1268F9-0126-4505-99F7-D076B0FDE0D7

Please email [e-mail] to request access and log in details to the Company website which will be provided following the verification process.

Following completion of the final distribution:

(a) the Joint Receivers will have concluded their role pursuant to the Security Trust Deed and the instrument of appointment of the Joint Receivers dated 6 October 2008 (as amended and supplemented from time to time); and

(b) it is expected that steps will be taken by the joint liquidators of the Company and by the officers of Sigma Finance, Inc. to procure the removal of the Notes from the relevant clearing systems and a request will be made to delist any Notes that are currently listed on a stock exchange.

Further Information

Please email [e-mail] if you have any queries regarding this announcement.

Please note that nothing in this document is intended to amount to an invitation or inducement to engage in investment activity. Nothing in this document amounts to the giving of advice. If you are in any doubt as to the action you should take, you should consult a professional adviser.

The Joint Receivers act as agents of Sigma and without personal liability.

The Joint Receivers and Managers contract only as agents for the Company and without personal liability.

S J Harris is licensed in the United Kingdom to act as an Insolvency Practitioner by the Institute of Chartered Accountants in England and Wales under section 390(2)(a) of the Insolvency Act 1986. S J Edel is licensed in the United Kingdom to act as an Insolvency Practitioner by the Insolvency Practitioners Association.

The Joint Receivers may act as data controllers of personal data as defined by the UK General Data Protection Regulation (as incorporated in the Data Protection Act 2018), depending upon the specific processing activities undertaken. Ernst & Young LLP and/or the Company may act as a data processor on the instructions of the Joint Receivers. Personal data will be kept secure and processed only for matters relating to the Joint Receiver’s appointment. The Office Holder Data Privacy Notice can be found at www.ey.com/uk/officeholderprivacy.

END OF ANNOUNCEMENT