£50m–£200m+ capacity under review
Programme capacity is a ceiling/framework for staged issuance and does not itself create borrowing. Actual outstanding Notes remain limited to validly closed and registered Series/allocations.
SRLN-2026 · PRIVATE NOTE ADMINISTRATION
Administration infrastructure, not a public checkout.
Sun Rock is preparing SRLN-2026 around a proposed dedicated UK NewCo PLC issuer, with AWESWELL LIMITED as Sponsor and only the guarantees, security or support actually agreed and documented, together with a controlled digital administration layer and independent professional agency roles. The objective is to make issuance, ownership, payments, security, notices, transfers and redemptions traceable from closing through maturity—without confusing software with the legal trustee, registrar, custodian or paying institution.
Capital-markets layer · proposed
The administration model is being built to scale beyond the first tranche.
The first £1m–£5m-style capital lane is an execution/anchor lane, not the size of the overall programme. The current strategic architecture preserves staged issuance through a dedicated UK NewCo PLC with the ability, where appropriate, to obtain securities identifiers and seek admission of eligible Series to London Stock Exchange's International Securities Market.
ISIN / CFI / FISN
Identifiers may be obtained for transferable Series where operationally required or useful. None is represented on this page as already allocated to the proposed programme.
LSEG ISM
Eligible Series may seek admission to the International Securities Market subject to issuer readiness, counsel, admission documentation, settlement infrastructure, LSEG requirements and closing. Admission and liquidity are not promised.
Current status remains PRE-ISSUANCE. The proposed NewCo PLC structure, programme ceiling, identifiers and ISM route remain subject to incorporation/corporate authority, definitive documents, external appointments and the relevant admission/closing process.
Role architecture
One digital control plane; legally distinct formal roles.
The platform is intended to make the transaction easier to administer, not to collapse legal capacities that need independence, permissions or fiduciary authority.
Programme Administrator
The Sun Rock Note Administration Platform can run closing conditions, reference IDs, document/version control, shadow calculations, NAV tracking, security-status tracking, issuer accounting sub-ledger, notices repository and reconciled reporting.
Registrar / Transfer Agent
The controlling holder register records issue, ownership, transfer, cancellation and redemption. The platform mirrors that record and flags discrepancies; it does not silently overwrite the legally controlling source.
Issuing & Paying / Settlement Agent
Subscription money, coupon payments and principal should move through formally appointed external settlement, escrow, account-bank and paying-agent infrastructure. The public website does not receive investor money.
Note Trustee / Security Trustee
Where a trust/security structure is adopted, the independent trustee represents holders and/or holds security under the definitive documents. The platform cannot grant itself trustee discretion, enforcement powers or custody by description.
Calculation Agent
The formal agent calculates contractual coupon, PIK, redemption and other amounts. The platform independently reproduces a shadow calculation for exception control and reconciliation.
Information / Reporting Agent
Formal notices and holder communications sit with the party named in the documents. “Information Trustee” is not used as a vague catch-all: fiduciary representation belongs to the Note Trustee; communications and reporting belong to the Information Agent.
Lifecycle
Every Note should have a provable chain from consideration to redemption.
Programme capacity is not debt. A Note becomes outstanding only after the relevant allocation closes and the controlling register is updated.
Permitted private recipient, authority, KYC/AML and sanctions controls.
Information Memorandum, applicable Series terms and subscription or creditor-settlement agreement.
Cleared cash at the external settlement layer, or a validly documented creditor settlement/novation.
Conditions precedent are certified; no certificate means no issue.
Holder, allocation and individual Note references are entered in the controlling register.
Calculations, payments, notices, covenant/NAV reporting and security status are reconciled through the lifecycle.
Only permitted transferees, with required eligibility/KYC and registration steps.
Amount calculated, funds paid, register cancelled, accounting derecognised and security released only under the governing documents.
Golden-source controls
The system is designed around reconciliation, not a single editable dashboard.
For every material data class there is a legally or operationally controlling source, with the platform serving as the synchronized administration layer.
Ownership
Golden source: Registrar / issuer register.
Platform: synchronized holder and Note mirror.
Cash
Golden source: Paying/Settlement Agent and bank records.
Platform: payment status and reconciliation.
Security
Golden source: Trustee/security documents and perfection evidence.
Platform: security-status register and alerts.
Accounting
Golden source: issuer/NewCo general ledger, with Sponsor accounting kept separately where relevant.
Platform: Note-by-Note accounting sub-ledger.
Recovery NAV
Golden source: approved valuation version.
Platform: coverage monitoring and supersession history.
Audit history
Issue, transfer, payment, security and redemption events are preserved by reference and timestamp; corrections supersede rather than erase history.
Three-way closing rule. A Note allocation should not be shown as issued/closed until the platform record, Registrar/Agent record and bank/accounting record reconcile, or a permitted exception is formally documented by the Closing Officer.
Standby / delayed-draw design
Committed capacity need not become debt before it is actually used.
The first capital tranche may be implemented as committed but undrawn availability inside or ahead of the wider capital-markets programme. Undrawn capital remains with the investor; the proposed issuer would incur/issue registered debt only for an approved utilisation or Series allocation actually funded under the definitive structure. If capital is prefunded, it would sit in controlled settlement or escrow infrastructure rather than an unrestricted operating account.
Draw only what is needed
Each utilisation would be tied to a permitted purpose, documentary support and a closing record. Interest and principal accrue only on the amount actually funded.
Security from facility closing
The intended security structure can be established once for the facility, subject to legal validity and perfection, while later utilisations draw against that existing framework.
Issuance readiness
Architecture developed; first issue remains gated.
The programme remains in PRE-ISSUANCE. Before any Note can become outstanding, the definitive issuer/NewCo legal and corporate authority, independent recovery-value review, tax/accounting treatment, security/perfection, settlement-account and controlling-register conditions must be completed. Any ISM Series also requires the applicable identifiers, admission documentation, settlement solution and LSEG admission steps.
No outstanding Notes. Programme capacity is not borrowing and is not represented as issued debt. External trustee/agent roles are appointed only when signed mandates exist.
Public / private boundary
The public site explains the architecture. Transaction execution remains private and controlled.
The detailed Information Memorandum, forensic-recovery NAV work, legal opinions, agency mandates, register and holder information are not public subscription materials.
Public site
May explain Sponsor structure, administration design, underwriting discipline and the fact that a private institutional programme is being documented.
Controlled private process
Recipient classification → confidentiality/data room → KYC → definitive materials → bilateral agreement → closing → register entry.
No public offer. No public pricing invitation, public order form, retail targeting, payment instruction, executable subscription form or representation of security/approval/outstanding Notes is made on this page.