Direct Award of Property and Development Agreements for the Royal Bolton Hospital Retail Development Scheme.

Bolton NHS Foundation Trust ("BFT") has entered into a Ground Lease dated 11 September 2026 with Noviniti Dev Co 14 Ltd ("Noviniti") ("Ground Lease") in respect of land at Royal Bolton Hospital, Minerva Road, Farnworth, Bolton ("the Hospital") which has been identified by Noviniti as the site of a proposed building extension to the existing entrance to the Hospital. The development will accommodate 3 new retail units and associated office and storage plus circulation space within the building extension plus 3 further retail units and internal refurbishment works within the existing Hospital building and minor external works ("the Potential Development").

The agreement leading to the grant of the Ground Lease was the subject of (inter alia) a Transparency Notice published on 16 June 2026 reference 2026/5-000-056489, a Contract Award Notice published on 26 June 2026 reference 2026/5-000-060495 and a Contract Details Notice published on 7 September 2026 reference 2026/S 000-084619.

The Ground Lease is for a term of 35 years, subject to earlier break rights in favour of BFT at the expiry of two years from the date of grant of the Ground Lease (exercisable in the event that the works to undertake the Potential Development have not been commenced by that date) and again as an absolute right on the date 30 years from the date of completion of the Potential Development.

BFT now intends (subject to receiving business case sign off from the Trust Board) to enter into further documentation relating to the Potential Development being:-

(a) a Licence for Alterations under the Ground Lease authorising Noviniti to undertake the Potential Development;

(b) a Deed of Variation of the Ground Lease varying the terms of the BFT break rights; and

(c) a multi party Agreement for Lease ("S2AFL") with Noviniti, WH Smith Hospitals Ltd ("the Operator") and WH Smith Hospital Holdings Ltd ("the Guarantor") and BFT's wholly owned subsidiary Integrated Facilities Management Bolton Limited ("IFM").

IFM are referenced in this Notice as a potential party to the S2AFL and the other documents requiring to be executed (including the Licence for Alterations; the Deed of Variation of the Ground Lease; the Operator Lease and the Trust Retail Leases on the basis that it has a short term leasehold interest in relevant areas of the Hospital to accommodate its role as facilities manager on behalf of BFT. On the basis that it is a wholly owned subsidiary of BFT, it is not considered necessary to separately advertise IFM's role and where IFM does not have relevant property interest requiring it to enter into the relevant leasehold documents, IFM will not be a party.

Under the S2AFL, Noviniti is not obliged to carry out the Potential Development but if it does not BFT may exercise its break rights to terminate the Ground Lease if Noviniti does not commence the relevant works by an agreed deadline.

Under the terms of the S2AFL, if Noviniti completes the construction of the Potential Development, the Operator is obliged to accept a Lease of the completed building extension for use for retail purposes ("the Operator Lease"). The Operator Lease will be for a term of 15 years from completion of the Potential Development.

Under the terms of the S2AFL, BFT are obliged to accept a Reversionary Lease of the completed building extension for a term of 15 years commencing on the term expiry date of the Operator Lease ("Reversionary Lease").

The S2AFL also provides for the grant to the Operator by BFT (and IFM where appropriate) of three occupational leases of areas within the existing Hospital entrance for retail purposes ("the Trust Retail Leases"). Two of the Trust Retail Leases will be for a term of 15 years co-terminus with the Operator Lease, the third will start later (approximately 26 January 2028) and will end on 28 March 2042 All the Trust Retail Leases will be terminable in the event of the Operator Lease being determined prior to lease expiry.

The S2AFL further provides that on completion of the Operator Lease, the Operator will grant to BFT a sub-lease of the structure of the building extension demised by the Operator Lease - giving BFT control of and responsibility for the structure and common parts of that building/extension ("Structure and Common Parts Lease").

The S2AFL contains provision for BFT to accept a direct lease of the building extension from Noviniti ("Step-in Lease") in the event that the Operator defaults and fails to enter into the Operator Lease when required to do so. The Step-in Lease would be on substantially similar terms to the Operator Lease (including rent payment profile) and for a similar term of 15 years. In the event that the Operator defaults during the term of the Operator Lease and the Operator Lease is determined, then BFT will be obliged to step into the position of the Operator and accept the grant of an "Overriding Lease" ("Overriding Lease"). The Overriding Lease would be on substantially similar terms as the Operator Lease (including rent payment profile) and be for a period from the date of default by the Operator to the date which would have been the term expiry date under the Operator Lease.

The S2AFL contains provision for BFT and the Operator to enter into a Deed of Covenant for payment of monies by the Operator to BFT as calculated in the Deed of Covenant plus sums calculated by reference to turnover above specified thresholds in respect of the trading income from the retail units comprised in the Operator Lease. The Deed of Covenant will contain provisions relating to reimbursement of sums to the Operator as tenant in scenarios where BFT is at fault or certain adverse events impacting trading income from the Retail Units in the Operator Lease take place.

The Potential Development involves construction of a new building extension within the area demised to Noviniti by the Ground Lease and also works to the existing Hospital entrance outside of the Ground Lease demise to create retail and ancillary space within that area and also minor works to the exterior. The works within the demise of the Ground Lease account for approximately 90% of the total costs of the Potential Development.

Under the terms of the S2AFL and the Licence for Alterations, Noviniti is under no obligation to serve notice to elect to carry out the Potential Development. No public works contract arises due to the lack of an enforceable obligation to undertake the Potential Development.

Following completion of the Ground Lease, Noviniti has control of part of the site of the Potential Development and has the exclusive right to the land on which various of the works comprised in the Potential Development are to be undertaken. In practice, no other party can undertake the whole of the Potential Development without Noviniti's consent whilst the Ground Lease exists and remains in place ie until such time as the BFT break right under the Ground Lease becomes capable of exercise on 11 September 2028. As such, the justification for direct award set out in Schedule 5, paragraph 5(a) of the Procurement Act 2023 ("PA2023") applies. In addition, the arrangements constitute "an exempted contract" for the purposes of the PA2023 being contracts for the acquisition of interests or rights in respect of land or buildings and/or which concern interests or rights over land or buildings, in accordance with Schedule 2, Part 2, paragraph 8 of the PA2023.