Notice of Mtg of Bondholders
10 Gennaio 2003 - 1:47PM
UK Regulatory
RNS Number:0176G
Meridian Hospital Company PLC
10 January 2003
NOTICE OF MEETING OF BONDHOLDERS
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 CONSULT THEIR OWN
INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE
FINANCIAL SERVICES AND MARKETS ACT 2000 IF THEY ARE IN THE UNITED
KINGDOM, OR FROM ANOTHER APPROPRIATELY ORGANISED
PROFESSIONAL ADVISER, WITHOUT DELAY
MERIDIAN HOSPITAL COMPANY PLC
(the "Issuer")
(a company incorporated and registered
in England and Wales)
NOTICE OF A MEETING
of the holders of those of the
#91,200,000 4 3/16 per cent.
Secured Index-Linked Bonds due 2028
of the Issuer presently outstanding
(namely #87,330,000)
(the "Bondholders" and the "Bonds" respectively).
NOTICE IS HEREBY GIVEN that a meeting of the Bondholders (the "Meeting")
convened by the Issuer will be held at the offices of Clifford Chance Limited
Liability Partnership, 200 Aldersgate Street, London EC1A 4JJ on 20 January 2003
at 11 a.m. (London time) for the purposes of considering and, if thought fit,
passing the following resolution which will be proposed as an Extraordinary
Resolution in accordance with the provisions of the Bond Trust Deed dated 15
July 1998 (the "Bond Trust Deed") made between the Issuer and Prudential Trustee
Company Limited (the "Bond Trustee") as trustee for the Bondholders and
constituting the Bonds:
EXTRAORDINARY RESOLUTION
"THAT this meeting of the holders of those of the #91,200,000 4 3/16 per cent.
Secured Index-Linked Bonds due 2028 of Meridian Hospital Company PLC presently
outstanding (the "Bonds" and the "Issuer" respectively) constituted by the Bond
Trust Deed dated 15 July 1998 (the "Bond Trust Deed") made between the Issuer
and Prudential Trustee Company Limited (the "Bond Trustee") as trustee for the
holders of the Bonds (the "Bondholders") hereby:
(a) consents to the replacement of the current Computer Model (as defined in
Schedule 6 (Cash Flow Forecasts) to the Bond Trust Deed) by a new computer
model (the "New Computer Model") prepared by KPMG and audited by Operis;
(b) authorises and requests the Bond Trustee to concur in the replacement of
the current Computer Model by the New Computer Model referred to in
paragraph (a) of this Resolution and take any steps incidental to this to
give effect to this Extraordinary Resolution."
Background and reasons for Meeting
The Issuer wishes to change the existing Computer Model from Lotus format to
Excel format in order to remove difficulties in operating the Computer Model, to
correct errors in its form and structure and update the assumptions incorporated
therein to reflect more accurately the current accounting policies of the
Issuer. The cell logic of and assumptions used in the New Computer Model has
been audited by Operis.
Copies of the Bond Trust Deed (including the Terms and Conditions of the Bonds)
are available for inspection by the Bondholders at the office specified below of
Bank of New York (the "Principal Paying Agent") from the date of publication of
this Notice, and a report by Operis in respect of the cell logic of and
assumptions used in the New Computer Model, and the New Computer Model in the
form in which it is proposed it shall be adopted (if the Extraordinary
Resolution set out above is passed) will be available at the office specified
below of the Principal Paying Agent from 10 January 2003.
The Issuer considers that the proposed replacement contained in the
Extraordinary Resolution set out above is fair and reasonable in the
circumstances and, accordingly, the Issuer recommends all Bondholders to vote in
favour of the Extraordinary Resolution.
The Issuer has accordingly convened the Meeting of Bondholders by this Notice to
request their agreement by Extraordinary Resolution to the matters contained in
the Extraordinary Resolution. The attention of Bondholders is particularly drawn
to the quorum required for the Meeting and for an adjourned Meeting which is set
out in paragraph 2 of "Voting and Quorum" below,
In accordance with normal practice the Bond Trustee expresses no opinion on the
merits of the New Computer Model. It has, however, authorised it to be stated
that, on the basis of the information set out in this Notice, it has no
objection to the Extraordinary Resolution set out above being submitted to the
Bondholders for their consideration. The Bond Trustee has, however, not been
involved in formulating the proposed replacement of the existing Computer Model
and makes no representation that all relevant information has been disclosed to
the Bondholders in this Notice. Accordingly, the Bond Trustee urges Bondholders
who are in any doubt as to the impact of the implementation of the New Computer
Model to seek their own professional advice.
Voting and Quorum
1. The provisions governing me convening and holding of a Meeting are set out
in Schedule 3 to the Bond Trust Deed, a copy of which is available for
inspection by the Bondholders during normal business hours at the
specified office of the Principal Paying Agent set out below.
All of the Bonds are represented by a global bond held by a common
depositary for Clearstream Banking, societe anonyme ("Clearstream,
Luxembourg") and/or Euroclear Bank S.A./N.V. as operator of the Euroclear
System ("Euroclear"). For the purposes of the Meeting, an accountholder
with Clearstream, Luxembourg and/or Euroclear shall be treated as the
holder of the Outstanding Principal Amount (as defined in the Bond Trust
Deed) of Bonds credited to his account.
A Bondholder wishing to attend at the Meeting in person must produce at
the Meeting a valid voting certificate issued by the Principal Paying
Agent relating to the Bond(s) in respect of which he or she wishes to
vote.
A Bondholder not wishing to attend and vote at the Meeting in person may
either deliver his valid voting certificate(s) to the person whom he
wishes to attend on his behalf or give a voting instruction in accordance
with the procedures of Clearstream, Luxembourg or Euroclear instructing
the Principal Paying Agent to appoint a proxy to attend and vote at the
Meeting in accordance with his instructions.
A Bondholder may request the relevant clearing system to block the Bonds
in his own account and to hold the same to the order or under the control
of the Principal Paying Agent, not later than 48 hours before the time
appointed for holding the Meeting (or, if applicable, any adjournment of
such Meeting), for the purpose of obtaining voting certificates, or giving
voting instructions in respect of the relative Meeting. Bonds so blocked
will not be released until the earlier of the conclusion of the Meeting
(or, if applicable, any adjournment of such Meeting) and the surrender to
the Principal Paying Agent of the voting certificate(s).
2. The quorum required at the Meeting shall be two or more persons present in
person holding voting certificates or being proxies and representing in
the aggregate a clear majority in Outstanding Principal Amount (as defined
in the Bond Trust Deed) of the Bonds for the time being outstanding (as
defined in the Bond Trust Deed).
If within 15 minutes from the time fixed for the Meeting a quorum is not
present the Meeting shall stand adjourned (unless the Issuer and the Bond
Trustee agree that it be dissolved) for such period, not being less than
5 days nor more than 42 days, and to such time and place, as may be
decided by the Chairman of the Meeting. At such adjourned Meeting the
quorum shall be two or more persons present in person holding voting
certificates or being proxies (whatever the Outstanding Principal Amount
of the Bonds so held or represented).
3. Every question submitted to the Meeting will be decided in the first
instance by a show of hands unless a poll is (before or on the declaration
of the result of the show of hands) demanded by the Chairman of the
Meeting, the Issuer, the Bond Trustee, or by one or more persons holding
one or more voting certificates or being proxies and representing in the
aggregate not less than one-fiftieth in Outstanding Principal Amount of
the Bonds for the time being outstanding. On a show of hands every person
who is present in person and who produces a voting certificate or is a
proxy shall have one vote. On a poll every person who is so present shall
have one vote in respect of each #1 in Outstanding Principal Amount of the
Bonds so represented by the voting certificate so produced or in respect
of which he is a proxy. Without prejudice to the obligations of proxies
named in any block voting instruction, any person entitled to more than
one vote need not use all his votes or cast all the votes to which he is
entitled in the same way.
In case of equality of votes, the Chairman of the Meeting shall, both on a
show of hands and on a poll, have a casting vote in addition to the vote
or votes (if any) which he may have as a Bondholder or as a holder of a
voting certificate or as a proxy or representative.
4. To be passed, the Extraordinary Resolution requires a majority in favour
consisting of not less than three-quarters of the votes cast. If passed,
the Extraordinary Resolution will be binding on all the Bondholders,
whether or not present at such Meeting and whether or not voting, and upon
all the holders of the coupons appertaining to the Bonds.
Bondholders should contact Bob West at HCP on +44 (0) 1322 612780 or Tim
Kashem at Innisfree on +44 (0) 20 7583 4040 with any question relating to
the matters contemplated by the Extraordinary Resolution.
PRINCIPAL PAYING AGENT
Bank of New York
One Canada Square
Canary Wharf
London E14 5AL
This Notice is given by:
MERIDIAN HOSPITAL COMPANY PLC
3 White Oak Square
London Road
Swanley
Kent BR8 7AG
Dated 20 December 2002
This information is provided by RNS
The company news service from the London Stock Exchange
END
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