Supplemental Bond Trust Deed

Coventry & Rugby Hospital Co PLC

24 July 2024

 

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)

CPCT Prepayment

In reference to (i) the Project Agreement dated 3 December 2002 between University Hospitals Coventry and Warwickshire National Health Service Trust, Coventry Primary Care Trust (succeeded by Coventry and Warwickshire Partnership Trust ("CWPT")) and The Coventry and Rugby Hospital Company Plc, dated 3 December 2002, as amended from time to time (the "Project Agreement"), (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) Limited) (as Security Trustee and Bond Trustee) and MBIA Assurance S.A. (succeeded by Assured Guaranty (UK) Ltd) (the "Collateral Deed") and (iii) the Funders Direct Agreement dated 3 December 2002 between (1) University Hospitals Coventry and Warwickshire National Health Service Trust (2) CWPT (3) Mourant & Co Capital Trustees Limited (now Apex Corporate Trustees (UK) Limited) (the "Security Trustee") and (4) the Issuer (the "Funders Direct Agreement"). Unless otherwise defined herein, capitalised terms have the same meaning as given to them in the Collateral Deed.

On 22 June 2022 CWPT served a Termination Notice dated 21 June 2022 on the Security Trustee and Assured Guaranty under the terms of the Funders Direct Agreement.  The termination took effect on 1 February 2023.  That Termination Notice, issued by CWPT under the Funders Direct Agreement, constitutes a CPCT Prepayment Event. 

Partial Prepayment of Bonds

As a consequence of the CPCT Prepayment Event and as provided for in the Senior Finance Documents, on 15 August 2023 the Credit Provider directed the Issuer to redeem the CPCT Portion (9.826590 per cent) of the Outstanding Principal Amount of each Bond at the CPCT Prepayment Amount together with accrued interest adjusted for indexation (the "CPCT Redemption"). The CPCT Redemption occurred on 18 September 2023. 

This was in the total aggregate amount of £45,117,084.77. 

Supplemental Bond Trust Deed

Condition 8(a) (Scheduled Payments) of the Bonds set outs an illustrative repayment schedule setting out the Principal Amount, Scheduled Principal, Scheduled Interest and Total Payment, such figures as of the original date of the Bond Trust Deed (the "Existing Repayment Schedule").

As a consequence of the CPCT Prepayment the numbers set out in the Existing Repayment Schedule no longer accurately reflected the Outstanding Principal Amount, Scheduled Principal, Scheduled Interest and Total Payment in respect of a Bond of £1,000 denomination as unadjusted for indexation.

The Issuer has therefore agreed with the Bond Trustee to enter into a supplemental bond trust deed in order to set out updated figures in a revised repayment schedule so that the illustrative figures now take into account the CPCT Redemption, which was executed on 24 June 2024 (the "Supplemental Bond Trust Deed"). 

A copy of the revised repayment schedule has been appended to this RNS.

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.

SCHEDULE 1

FORM OF REPLACEMENT REPAYMENT SCHEDULE

Without prejudice to Condition 3 (Interest) and Condition 5(a) (Redemption and Repurchase), the figures for Outstanding Principal Amount, Scheduled Principal, Scheduled Interest and Total Payment, the numbers set out below are intended to illustrate the Outstanding Principal Amount, Scheduled Principal, Scheduled Interest and Total Payment in respect of a Bond of £1,000 denomination and are set out unadjusted for indexation, but taking into account the CPCT Portion of the Outstanding Principal Amount of each Bond redeemed on 18 September 2023, as show on the underlined row below:

A.	B.	C.	D.	E.
Scheduled	Outstanding	Scheduled	Scheduled	Total
Payment Date	Principal Amount	Principal	Interest	Payments
		Amount
31-Dec-02	1000.000	0.000	2.470	2.470
30-Jun-03	1000.000	0.000	16.230	16.230
31-Dec-03	1000.000	0.000	16.230	16.230
30-Jun-04	1000.000	0.000	16.230	16.230
31-Dec-04	1000.000	0.000	16.230	16.230
30-Jun-05	1000.000	0.000	16.230	16.230
31-Dec-05	1000.000	0.000	16.230	16.230
30-Jun-06	1000.000	0.000	16.230	16.230
31-Dec-06	1000.000	0.000	16.230	16.230
30-Jun-07	998.263	1.737	16.230	17.967
31-Dec-07	987.006	11.257	16.202	27.459
30-Jun-08	975.211	11.795	16.019	27.814
31-Dec-08	963.298	11.913	15.828	27.740
30-Jun-09	951.272	12.026	15.634	27.660
31-Dec-09	939.084	12.188	15.439	27.627
30-Jun-10	926.660	12.424	15.241	27.666
31-Dec-10	914.083	12.577	15.040	27.616
30-Jun-11	901.487	12.596	14.836	27.432
31-Dec-11	888.727	12.760	14.631	27.391
30-Jun-12	876.428	12.299	14.424	26.723
31-Dec-12	864.039	12.389	14.224	26.613
30-Jun-13	851.433	12.606	14.023	26.630
31-Dec-13	838.766	12.667	13.819	26.485
30-Jun-14	826.981	11.785	13.613	25.398
31-Dec-14	815.100	11.882	13.422	25.303
30-Jun-15	802.339	12.760	13.229	25.989
31-Dec-15	789.952	12.387	13.022	25.409
30-Jun-16	777.253	12.699	12.821	25.520
31-Dec-16	764.258	12.995	12.615	25.610
30-Jun-17	751.304	12.954	12.404	25.358
31-Dec-17	738.066	13.238	12.194	25.432
30-Jun-18	724.884	13.182	11.979	25.161
31-Dec-18	711.592	13.292	11.765	25.057
30-Jun-19	698.164	13.428	11.549	24.977
31-Dec-19	684.651	13.513	11.331	24.845
30-Jun-20	671.716	12.934	11.112	24.046
31-Dec-20	658.667	13.049	10.902	23.951
30-Jun-21	645.781	12.886	10.690	23.576
31-Dec-21	632.924	12.857	10.481	23.338
30-Jun-22	621.106	11.818	10.272	22.090
31-Dec-22	609.202	11.904	10.081	21.985
30-Jun-23	597.269	11.933	9.887	21.821
18-Sep-23	538.578	58.691	0.414	59.105
31-Dec-23	528.056	10.521	8.741	19.263
30-Jun-24	518.142	9.914	8.570	18.484
31-Dec-24	508.424	9.718	8.410	18.128
30-Jun-25	496.621	11.803	8.252	20.054
31-Dec-25	485.082	11.539	8.061	19.600
30-Jun-26	473.885	11.197	7.873	19.070
31-Dec-26	462.069	11.816	7.691	19.507
30-Jun-27	449.475	12.594	7.500	20.093
31-Dec-27	436.739	12.736	7.295	20.031
30-Jun-28	423.409	13.330	7.089	20.418
31-Dec-28	409.817	13.593	6.872	20.465
30-Jun-29	395.278	14.539	6.651	21.190
31-Dec-29	380.586	14.692	6.415	21.106
30-Jun-30	364.366	16.220	6.177	22.397
31-Dec-30	347.658	16.707	5.914	22.621
30-Jun-31	331.331	16.327	5.642	21.969
31-Dec-31	314.154	17.177	5.378	22.555
30-Jun-32	297.483	16.671	5.098	21.770
31-Dec-32	280.702	16.780	4.828	21.608
30-Jun-33	263.289	17.413	4.556	21.969
31-Dec-33	245.710	17.579	4.273	21.852
30-Jun-34	229.984	15.726	3.987	19.714
31-Dec-34	213.969	16.014	3.732	19.747
30-Jun-35	196.480	17.489	3.473	20.962
31-Dec-35	179.506	16.974	3.189	20.163
30-Jun-36	161.486	18.020	2.914	20.933
31-Dec-36	143.094	18.393	2.621	21.014
30-Jun-37	124.849	18.244	2.322	20.566
31-Dec-37	106.197	18.652	2.026	20.678
30-Jun-38	85.342	20.855	1.723	22.578
31-Dec-38	64.233	21.109	1.385	22.494
30-Jun-39	44.340	19.893	1.042	20.935
31-Dec-39	23.724	20.616	0.720	21.336
30-Jun-40	0.000	23.724	0.385	24.109

 

END