Referral Notice Received
ANNOUNCEMENT
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS.
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE BONDS. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE BONDS IN A TIMELY MANNER. IF BONDHOLDERS OR BENEFICIAL OWNERS OF THE BONDS ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
If you have recently sold or otherwise transferred your entire holding(s) of Bonds referred to below, you should immediately forward this Notice to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
THE COVENTRY AND RUGBY HOSPITAL COMPANY PLC - RNS ANNOUNCEMENT
THE COVENTRY AND RUGBY HOSPITAL COMPANY PLC (the "Issuer")
£407,239,000
3.246 per cent. Index Linked guaranteed secured bonds due 30 June 2040
(including £35,000,000 variation bonds)
(with authority to issue further bonds)
unconditionally and irrevocably guaranteed as to scheduled payments of principal and interest pursuant to a financial guarantee policy
issued by MBIA ASSURANCE S.A. (succeeded by Assured Guaranty UK Ltd)
(the "Bonds")
(ISIN: XSO159152189 Common Code: 015915218)
Referral Notice Received
In reference to the Project Agreement between University Hospitals Coventry and Warwickshire National Health Service Trust, Coventry Primary Care Trust (succeeded by Coventry and Warwickshire Partnership Trust) and The Coventry and Rugby Hospital Company Plc, dated 3 December 2002, as amended from time to time and the Collateral Deed between The Coventry and Rugby Hospital Company Plc, The Coventry and Rugby Hospital Company (Holdings) Limited, Mourant & Co. Capital Trustees Limited (succeeded by Apex Corporate Trustees (UK) Ltd) (As Security Trustee and Bond Trustee) and MBIA Assurance S.A. (succeeded by Assured Guaranty UK Limited), dated 3 December 2002. Unless otherwise defined herein, capitalised terms have the same meaning as given to them in the Project Agreement, Schedules to the Project Agreement and Collateral Deed.
As reported in RNS numbers 7541O on 1 February 2023 the Issuer received a termination notice from the Coventry and Warwickshire Partnership Trust (previously Coventry Primary Care Trust) (the "Trust"). By this termination notice the Trust stated that it had terminated the Project Agreement in its entirety as it applies to the Trust only, pursuant to the terms of the Project Agreement, and that such termination took effect on 1 February 2023.
It was subsequently announced in RNS 9708S that the Trust did not elect to retender the Coventry Primary Care Trust Project Operations and therefore the no retendering procedure under the Project Agreement would be followed. Consequently, the Issuer and the Trust would seek to agree the Estimated Fair Value of the Project Agreement (as it relates to the Trust only).
Following the failure of the Issuer and the Trust to agree the Estimated Fair Value of the Agreement ("EFVA"), as announced in RNS 9113B, on 30th January 2024 the Issuer served a Referral Notice to the Trust referring the Dispute regarding EFVA / AEFVA ("Adjusted Estimated Fair Value of the Agreement") to adjudication. That adjudication is underway.
On 3 June 2024, the Trust served a Referral Notice in relation to a new dispute in relation to reporting of deductions seeking to claim the amount of £29,674,914. It is expected that the decision in relation to this second adjudication will be coterminous with the decision in relation to the EFVA / AEFVA adjudication.
Enquiries
The Issuer
The Coventry and Rugby Hospital Company Plc
8 White Oak Square
Swanley
Kent
BR8 7AG
Attention: Jacques Mostert, Project Co. Representative.
Important information
This announcement is not a prospectus, is distributed for information purposes only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities in any jurisdiction. 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.
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