Delay to publication of audited accounts

RNS Number:

Octagon Healthcare Funding plc

1 May 2024

DISCLAIMER

Please note that the information contained in this notice may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus dated 11 December 2003 relating to the issue by Octagon Healthcare Funding plc of £341,328,000 5.333 per cent. Guaranteed Secured Bonds due 2035 (the Prospectus)) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed.  Prior to relying on the information contained in this notice you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained herein.

Your right to access this service is conditional upon complying with the above requirement.

This information in this notice is not intended to be a complete and up to date description of all of the activities and risks within the Octagon Group (as defined below).

Octagon Healthcare Funding plc - £341,328,000 5.333 per cent. Guaranteed Secured Bonds due 2035

Introduction

On 11 December 2003, Octagon Healthcare Funding plc (the Issuer) issued £341,328,000 5.333 per cent. Guaranteed Secured Bonds due 2035 (the Bonds) and on-lent the proceeds of the Bonds to Octagon Healthcare Limited (ProjectCo) pursuant to an on-loan agreement dated 11 December 2003 (as amended or supplemented from time to time). In connection with the Bonds, the Issuer and ProjectCo also entered into a collateral deed with, amongst others, HSBC Trustee (C.I.) Limited (the Bond Trustee) (the Collateral Deed).

ProjectCo and Issuer, together with ProjectCo's immediate holding company Octagon Healthcare (Norwich) Holdings Limited (the HoldCo), form the Octagon Healthcare (Norwich) group of companies (Octagon Group).

Delay to publication of Octagon Group's audited financial statements

The Issuer announces that there will be a short delay in publishing the Octagon Group's consolidated audited financial statements for the financial year ended 31 December 2023 (the 2023 Financial Statements) and providing them to certain parties by 30 April 2024 in accordance with the terms of the Collateral Deed and the Bond Trust Deed (as defined in the Collateral Deed).

The Issuer has provided details to the Bond Trustee as to the delay and now sets out a summary of those details here. 

Despite the best efforts of all parties, the Octagon Group requires further time for the auditor to complete limited and technical procedures in respect of the 2023 Financial Statements audit. These relate to the auditor being satisfied that a historical data incident which affected the group of companies of which the financial management services provider to the Octagon Healthcare Group is a member had no relevant impact on the integrity of the Octagon Group's financial data.  Neither the Issuer nor the management services provider is aware that there has been any such impact.

The FCA has been made aware of the delay to the publication of the 2023 Financial Statements and the listing of the Bonds has been suspended until the 2023 Financial Statements have been finalised and published in accordance with the FCA's Disclosure Guidance and Transparency Rules sourcebook.  Upon publication of the 2023 Financial Statements, the Issuer intends to promptly apply for the listing to be reinstated.

Current trading

·      ProjectCo presently holds operating cash of £13,201,798 in addition to £30,908,935 of contractually reserved funds.  On current (unaudited) projections ProjectCo's cashflow shows sufficient cash to fund the operation of the Octagon Group until 2035.

·      The Issuer has been in dialogue with the Controlling Creditor (as defined in the Collateral Deed) and the Bond Trustee (the Bond Counterparties) and the Controlling Creditor has confirmed that it is satisfied that 2023 Financial Statements may be delivered within the permitted 15 business day grace period provided for in the Collateral Deed.  On the basis of this confirmation, there is currently no Event of Default under the Collateral Deed.

·      The Issuer is also keeping the Bond Counterparties appraised of the situation and will continue to keep them appraised of any further developments.  Other than the confirmation of the application of the grace period, the Bond Counterparties have not required and have not granted, at this stage, any waiver or consent to any potential defaults or defaults. 

For further information or to arrange a meeting with Octagon Healthcare Funding plc's management, please contact:

Andrew Kershaw (Manager's representative)

07889 810514