|Date published||22 June 2022|
Notice is hereby given that a meeting of the creditors (the "Meeting") of the Company will be held at Carey Olsen Jersey LLP, 47 Esplanade, St Helier, Jersey JE1 0BD on 8 July 2022 at 1pm.
The following terms in the resolutions proposed below shall have the meanings given below:
- "Bondholders" means each, and where appropriate all, holders of the Company's outstanding USD $450,000,000 1.875 percent Senior Unsecured Guaranteed Convertible Bonds due 2025 (the "Convertible Bonds").
- "Conditions" means:
- completion of the election letter which will be sent to creditors of the Company following the Meeting; (the "Election Letter")
- provision by the Bondholders of proof that they have blocked their Convertible Bonds in the clearing systems
- provision by the Bondholders of proof of holding of Convertible Bonds
- "Distribution Proposal" means the distribution proposal dated 10 June 2022
- "Electing Bondholder" means any Bondholder who has satisfied the Conditions and elected to receive an in-specie distribution in relation to their claim
- "Electing Creditor" means any creditor of the Company who has completed the Election Letter electing to receive an in-specie distribution in relation to their claim
- "Exit Instrument" means the exit instruments received by the Company as a creditor of NMC Healthcare Limited (in administration) (subject to deed of company arrangement)
- "Trustee" means HSBC Corporate Trustee Company (UK) Limited as trustee of the Convertible Bonds.
The business of the Meeting will be to consider, and if thought fit, to pass the following resolutions:
- the Joint Liquidators may:
- make a distribution in specie of the Exit Instruments (net of costs and other retentions) to Electing Creditors;
- following an extraordinary resolution of the Bondholders approving the Distribution Proposal, make a distribution in specie of the Exit Instruments (net of costs and other retentions) to the Electing Bondholders on the basis that the Trustee will assign its rights to the Electing Bondholders
- make a cash distribution to the Trustee in relation to the claim of the Bondholders who are not Electing Bondholders and the Trustee or any other creditor of the Company that is not an Electing Creditor.
Copies of the proposed documents referred to in the resolutions above shall be available for inspection at the Meeting and may be requested prior to the Meeting by writing to the same addresses to which the forms of proxy may be returned.
21 June 2022
a creditor entitled to attend and vote at the meeting may appoint another person or persons as their proxy to attend and vote instead of them and a proxy need not also be a creditor of the company. Please note that the original proxy signed by or on behalf of the member must be lodged by the date and time specified below.
to be valid for voting purposes proxies must be duly completed and lodged at Carey Olsen Jersey LLP on 47 Esplanade, St Helier, Jersey, JE1 08D or by email to
INS_NMCHJL@alvarezandmarsal.com not later than 12pm on 7 July 2022.