nAble Management Consultancy Limited

n-able has been appointed as a replacement Security Trustee for a series of Convertible Loan Notes issued by a company involved in the manufacture of medical detergent products. The finance raised was used for the purchase of additional machinery for its ISO 9001 and ATEX compliant facility. The issuer had defaulted on a coupon payment as a result of temporary cash flow problems due to the company having to institute legal proceedings to secure settlement of invoices owed by an international client. The previous Security Trustees resigned when their fees were not paid. After meeting with the Directors and the company’s professional accountants and reviewing the asset : liability profile of the business, n-able has agreed a more realistic fee structure and an enhancement in the protection for note holders by securing a registered debenture over all company assets (to replace the previous charge held over specific fixed assets, being the additional machinery purchased with the finance raise). As a result, the debt to asset ratio was reduced to 0.4. An interim payment has been made on the missed coupon payment with a deferred consideration proposed to Noteholders pending full settlement of outstanding invoices. Neither the Issuer nor the required percentage of Noteholders have indicated that they wished to exercise the conversion of Notes to equity.

** New Instruction ** n_able is pleased to announce that it has been appointed as Security Trustees for a 3 year Loan Note issuance of £2m by a London property developer. The assets of the property developer are secured by a registered debenture over all present and future assets. The Security Trust Deed requires the property developer to report to the Security Trustees on a semi-annual basis to provide: + updated Note Register showing Notes in issue and any dealings in the Notes on the secondary market. + quarterly management accounts with a trial balance sheet (an asset / liability statement). + confirmation of coupons payable and dates due with sufficient capital held in a reserve account to meet these obligations. + provide n_able with copies of all post subscription 'Updates' issued to Noteholders. The Deed also places a duty on the Directors to notify the Security Trustees as soon as financial difficulties or cash flow issues are first identified (for example if there are delays in the property developments) that may prejudice the ability of the Issuer to meet its financial commitments to Noteholders (and others) as they fall due. This "early warning system" is vital to protecting Noteholder interests and ensuring Directors are compliant with the Insolvency Act 1986.

Focus on our Security Trustee Services We provide cost effective Security Trustee services for Companies issuing Secured Loan Notes or Bonds. We believe that the appointment of a Security Trustee to represent the interests of investors is key to a successful finance raise. Key Benefits For the investor: • We hold a charge over company assets (typically a debenture) to secure a preferential position on insolvency (usually as the priority claimant). • We regularly monitor the value of the security pool against the debt to ensure sufficient coverage is maintained. • We enter a contractually binding trust deed with the company / issuer that gives rights to the Security Trustees and hence the investors they represent. • We assess all communications from the Company / Issuer to make sure they are fair and reasonable. • We monitor Director’s obligations. For the Company / Issuer • More attractive financial offer can be made to potential lenders because of the above. • Independence of Security Trustees assists Directors in event of investigation into potential Director’s misconduct as a result of insolvency proceedings. For legal advisers • Access to cost effective and highly experienced resource • n Able has decades of experience in private banking and working collegiately with fellow professionals Our Fees Our fees are determined by the number of Notes / Bonds in issue, whether they are listed or unlisted, how they are traded and the capital raising strategy to target client types. Our Annual fees start from as little as £5,000 plus VAT per issue for secured loan notes. On boarding fees and assessment of legal documents (such as the trust deed and debenture) are typically charged on a time cost basis of £250 per hour.

An Insight to our Services..... Strategy -Management consultancy -Project management -Business planning and communications -Sales and marketing audits Implementation -Trustee services -Product design and implementation -Access to off-market business opportunities -Development of full suite of required marketing collateral Oversight -Listing Agents and AML checks -Corporate governance -Executive and non-executive directorships -Collateral asset management -Monitoring and dealing with Corporate Actions -Trustee and Agency Services, including holding assets under escrow or as nominee security agents