REG - Coventry&Rugby Hos. - Estimated Fair Value of the Agreement

Assured GuarantyAnnouncement

19/04/2023 15:45

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RNS Number : 7979W  Coventry & Rugby Hospital Co PLC  19 April 2023

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)

 

Estimated Fair Value of the Agreement (2)

 

In reference to the (i) Project Agreement between University Hospitals
Coventry and Warwickshire National Health Service Trust, Coventry Primary Care
Trust and The Coventry and Rugby Hospital Company Plc, dated 3 December 2002,
as amended from time to time, and (ii) 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)
Ltd), dated 3 December 2002.

Unless otherwise defined herein, capitalised terms have the same meaning as
given to them in the Project Agreement and/or Collateral Deed (as applicable).

As reported in RNS numbers 7541O and 9708S 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.

The Trust makes up circa 8% of the arrangements under the Project Agreement
and therefore the Project Agreement as it relates to the University Hospitals
Coventry and Warwickshire Trust will continue.

The Trust has not elected to retender the Coventry Primary Care Trust Project
Operations and therefore the no retendering procedure under the Project
Agreement will be followed, and consequently the Issuer and the Trust will
seek to agree the Estimated Fair Value of the Project Agreement (as it relates
to the Trust only).

In accordance with the principles set out in the Project Agreement and using
all information available to it, the Issuer has calculated the Estimated Fair
Value of the Agreement as at 1 February 2023 to be £85,553,937. This was
communicated to the Trust on 3 March 2023. The Estimated Fair Value of the
Agreement will be subject to tax equalisation if the Issuer attracts a tax
liability as a result of the payment, whereby the amount of compensation is
increased to ensure the Issuer is in the same position as it would have been
in had it not been for the relevant tax liability. In addition, interest will
be payable on the compensation payment in accordance with the terms of the
Project Agreement

The Trust responded on 18 April 2023, stating that in its assessment the
Estimated Fair Value of the Agreement is negative £39,749,282. The Trust's
assessment of the Estimated Fair Value of the Agreement is being investigated
by the Issuer.

Further updates will be provided once available.

 

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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