20th Feb 2026 11:32
Delay in processing of interest payments
Avenir Registrars Limited is the registrar and paying agent ("Paying Agent") for the following series of notes issued by Propifi Bonds plc (the "Issuer"):
2021-F1 EUR notes due 2026 GB00BNC5TT55
2022-F1 GBP notes due 2028 GB00BMFXJ441
2022-F1 USD notes due 2028 GB00BMFXJ557
2022-F1 EUR notes due 2028 GB00BMFXJ334
(together, the "Notes")
Several holders of the Notes have experienced a delay in the payment of the interest due on 31 December 2025. The delay, described below, has been beyond the control of the Issuer, it resulted from the need for the Paying Agent to take unforeseen, administrative measures for reasons of regulatory compliance.
The Issuer has received assurance from the Paying Agent that all due payments will be made over the coming days, pending completion of the procedures noted below. This announcement serves to ensure that all noteholders and intermediaries understand the cause and nature of the delay and the remedy that is underway.
In October 2025, Crest unilaterally removed the Notes from the electronic clearing system. Please see the RNS announcement (RNS 9768F) from the Issuer on this action from Crest. This action was not expected by the Issuer or the Paying Agent.
Funds to make payments of interest to noteholders are routinely transferred each quarter by the Issuer to the Paying Agent. The Paying Agent then distributes these funds to noteholders. There has been no delay in the transfer of requested funds from the Issuer to the Paying Agent.
Before 7 October 2025, all Notes were held electronically in Crest (by Crest nominees) for the beneficial owners of the Notes. The Crest system enables frictionless transfer of funds between participants to ensure payments from issuers reach noteholders as swiftly as possible.
Several Crest nominees, however, are unwilling or unable to hold notes that are not in electronic form (in Crest). Because of the action of Crest to remove electronic holdings, the affected nominees each identified a new non-Crest nominee, and informed the registrar of the change in holdings.
As a consequence of the changes, the number of legal (nominee) noteholders increased dramatically between the September and the December interest payment dates.
Upon receipt of a payment instruction from the Issuer, the registrar is obliged to onboard any new nominees as a recipient of payments, including routine anti-money laundering checks. This created a significant one-off administrative challenge for the Paying Agent which is processing AML checks for all the additional nominee noteholders.
To date, approximately half the required payments have been made to new nominees.
The Paying Agent is working to overcome the consequences of the changes, and to complete all remaining payments as rapidly as possible.
The events and requirements noted above are not anticipated to affect any future interest or redemption payments.