Northumberland Living Loan Notes: B Share Proposal

Northumberland Living loan note investors have received an update from William Jackson about a proposed restructure of the business and loan notes. The update also mentioned a possible conversion into preferential B shares.

According to the update, senior funding has been selected and is available. However, funding appears to depend on loan note holders supporting the restructure. That matters because a debt-to-share move may affect repayment rights, ranking, security, and recovery options.

No finding of wrongdoing has been made against William Jackson, Northumberland Living, Alpha Trustee Services, or any other party. This article aims to help investors identify key documents and questions before voting or signing anything, but it does not provide investment, legal, or financial advice.

What is Being Proposed?

The proposal appears to convert existing loan notes into preferential B shares. The stated reason is that a senior funder requires a first charge. The update says the current loan note structure may prevent funding from proceeding.

Investors should understand which rights they may surrender. They should also understand what the proposed B shares would provide. A debt-to-equity conversion can be legitimate. Its effect depends on the legal terms, funding documents, asset position, and insolvency ranking.

Debt versus B Shares

Loan notes are usually debt instruments. Normally, they give investors contractual rights to repayment and interest. They may also include enforcement or security rights. Shares are different. Although shareholders usually rank behind creditors when a company fails, that position may change if specific preferential rights apply.

According to the update, B shareholders would be paid before A shareholders and before company or group payments. Reportedly, capital would be returned in full, while interest could be matched as closely as possible.

Those statements may be encouraging, but investors must still obtain the proposed articles, share rights, voting terms, and side letters. Additionally, they’ll need a plain-English comparison with their current loan note rights.

The Senior Funder Issue

The senior funder point is central. The update refers to B shares taking priority over senior funder charges and appears to suggest the restructure allows a first charge. Investors may wish to consider the relationship between those statements.

Priority matters because it determines who is paid first, and that matters if the project is delayed, sold below expectations, or becomes insolvent. Investors may wish to request the signed senior funding term sheet and proposed security documents. They may also wish to ask if funding is unconditional and whether the senior funder ranks ahead of B shareholders.

Which Company Is Involved?

The update is branded as Northumberland Living, but investors should still check the exact legal entity involved. That includes the issuer, borrower, asset owner, guarantor, and security provider.

Investors cannot assess the proposal without that information. They need to know which company issued their loan notes and the details of the company that owns the relevant asset.

The email footer refers to energy company Aventurine Climate, and the telephone number shown directs to the Aventurine Climate website. That may be a template or administration issue. However, it could also confuse investors, who may wish to ask about Aventurine Climate’s role, WH2022 Limited, and WH2025 Limited.

Company History and Due Diligence

Investors may also consider wider due diligence background into William Jackson’s previous companies. Public insolvency records show Southbrook Gas Generation Limited was wound up in November 2024 by HMRC. Platinum Assets & Developments Ltd was recently wound up following an Insolvency & Law (I&L) winding-up petition for an unpaid debt of £308,159.

Additionally, Companies House records for Platinum Energy Solutions Limited show a compulsory liquidation case from 2024. These matters neither prove wrongdoing by any party nor determine the outcome of the current proposal. However, they may increase the need for clarity on issues such as asset ownership, funding, security, and repayment ranking.

Readers can review previous blogs for further background here. Where I&L has discussed gas-peaking assets, Northumberland Living investors may ask practical questions, including:

1. Does the proposal use a previous gas-peaking asset?
2. Has any asset been charged more than once?
3. Who owns the asset?
4. Has an independent valuation been obtained?

Alpha Trustee Services

The update included serious allegations about Alpha Trustee Services Limited and noted that Northumberland Living had accepted the company’s resignation. The claims against Alpha included allegations of conflicts, failure of duty, and confusion among investors regarding FCA regulation. Investors should treat these claims as allegations unless evidence is provided.

Investors should request evidence supporting the allegations. They may also wish to ask for copies of Alpha’s resignation letter, the trust deed, and charge documents. Additionally, they should try to find out:

1. Whether Alpha holds any security
2. Who protects investor rights during a transition?
3. The company information of any replacement trustee

Voting Transparency

If investor rights are changing, the voting process should be clear and independently verifiable. Investors may wish to request a voting schedule. That schedule should show who was eligible to vote, the value of each holding, and the for, against, and abstained votes.

Investors should ask if connected parties can vote, how votes are counted, and who verifies the result. The deadline, quorum requirements, proxy arrangements, and the voting threshold should also be confirmed.

Key questions for investors:

Before voting, investors may wish to ask:

• What is the full, legal name and company number of the loan note issuer?
• Which company owns the relevant project or site?
• Does the proposal relate to West Chevington Farm or a gas-peaking project?
• Do Aventurine Climate, WH2022 Limited, or WH2025 Limited have any role?
• Who is the proposed senior funder, and have they issued a signed term sheet?
• Is the funding unconditional?
• Will the senior funder rank ahead of B shareholders?
• What rights attach to the B shares?
• Will investors lose loan note enforcement rights or existing security?
• What happens if the project is not sold or the company becomes insolvent?
• Who acts as security trustee now?
• What evidence supports the allegations about Alpha?
• Who is eligible to vote, and were any connected-party votes included?
• What happens to investors who vote “no”?

Should Investors Agree to Convert?

Insolvency & Law is not advising investors how to vote.

Investors should not decide without full documents. They also need a clear comparison of current and proposed rights – investors should consider independent legal or financial advice before any debt-to-equity conversion. That decision may affect repayment rights, security, ranking and recovery options.

Have You Invested in Northumberland Living Loan Notes?

We are interested in hearing from investors experiencing payment or redemption delays. All correspondence will be treated in confidence.

Disclaimer: Insolvency & Law Ltd is not a firm of solicitors or licensed insolvency practitioners. We do not conduct regulated legal or financial activities. This includes activities under the Legal Services Act 2007 and FSMA 2000. We do not offer legal advice, financial advice, debt counselling or conduct of litigation. Our content is provided for general information and education only. It should not be relied upon as a substitute for regulated professional advice. For regulated legal or financial advice, seek guidance from an appropriately authorised professional.