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RAMSAY HEALTH CARE LIMITED

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Ramsay Health Care : ASX Announcement - 1.7 Recommended Cash Offer for Spire Health Care – Updated Timetable

07/07/2021 EDT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

ASX ANNOUNCEMENT

7 July 2021

RECOMMENDED CASH OFFER FOR SPIRE HEALTHCARE - COURT MEETING AND GENERAL MEETING ADJOURNED TO 19 JULY 2021

On 24th June 2021 Ramsay Health Care (ASX:RHC) (Ramsay) announced an update on the expected timetable in connection with the proposed acquisition of the issued and to be issued share capital of Spire Healthcare Group plc (Spire). Spire has issued a release (attached) today confirming that it intends to adjourn the Court Meeting and General Meeting so that they will be held on 19 July 2021 (originally scheduled for 12 July 2021). As a result of this adjournment, Spire has booked the Court Hearing (assuming the relevant resolutions are duly passed at the Court Meeting and the General Meeting) for 22 July 2021 (previously scheduled for 21 July 2021). The expected timetable for the transaction is set out in the release attached.

The release of this announcement has been authorised by the Ramsay Health Care Disclosure Committee.

For Further Information Contact:

Kelly Hibbins

Group Head of Investor Relations Ramsay Health Care

+61 414 609 192 HibbinsK@ramsayhealth.com

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

7 July 2021

Increased and final recommended offer for Spire Healthcare Group plc by Ramsay

Health Care Limited(1)

Court Meeting and General Meeting adjourned to 19 July 2021

Introduction

On 26 May 2021, the boards of Ramsay Health Care Limited ("Ramsay") and Spire Healthcare Group plc ("Spire") announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Spire by Ramsay's wholly owned subsidiary, Ramsay Health Care (UK) Limited, by way of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Transaction").

The scheme document in respect of the Transaction (the "Scheme Document") was published and made available to Spire Shareholders, Spire CSN Participants and, for information only, to participants in the Spire Share Plans and persons with information rights on 15 June 2021. Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

On 5 July 2021, Ramsay announced that it had increased its offer price to acquire Spire to 250 pence per share and declared it as final with no further increases to be made (the "Increased Final Offer").

As set out in further detail below, the Spire Board intends to adjourn the Court Meeting and the General Meeting so as to be held on 19 July 2021.

Sir Ian Cheshire, Chair of Spire, said: "The Spire Board respects the views of all shareholders and it is incumbent on us to ensure the voting process is fair and open to all. A number of investors have requested a short extension to the process to allow them to exercise their voting rights, and it is our responsibility to ensure that as many shareholders as possible have the opportunity to express their views. We urge all shareholders to take advantage of this extension and remind them of the Spire Board's previous unanimous recommendation to vote in favour of the proposal from Ramsay."

Spire Shareholder Meetings

Notices of the Court Meeting and the General Meeting are contained in Part IX and Part X respectively of the Scheme Document.

In the light of the Increased Final Offer, and in order to allow all Spire Shareholders a proper opportunity to fully consider the Increased Final Offer, the Spire Board intends to adjourn the Court Meeting and the General Meeting so as to be held on 19 July 2021 at 10.30 a.m. and

10.45 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively at the offices of J.P. Morgan, 60 Victoria Embankment, London EC4Y 0JP. Forms of Proxy in respect of the Court Meeting and the General Meeting should therefore now be returned so as to be received as soon as possible and in any event not later than:

  • 10.30 a.m. on 15 July 2021 in respect of the Court Meeting; and
  • 10.45 a.m. on 15 July 2021 in respect of the General Meeting.

For Spire CSN Participants, Forms of Instruction for the Court Meeting and the General Meeting must now be received by 10.30 a.m. and 10.45 a.m. respectively on 14 July 2021.

Legal-63626492/5164486-0015

Spire Shareholders and Spire CSN Participants who have already submitted Forms of Proxy or Forms of Instruction (as applicable) for the Court Meeting and the General Meeting and do not wish to change their voting instructions, need take no further action as their Forms of Proxy or Forms of Instruction (as applicable) will continue to be valid in respect of the Court Meeting and the General Meeting.

Spire Shareholders and Spire CSN Participants who have submitted Forms of Proxy or Forms of Instruction (as applicable) for the Court Meeting and / or the General Meeting and who now wish to change their voting instructions, should contact Equiniti Limited between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0371 384 2946 from within the UK or +44 121 415 0851 if calling from outside the UK. From outside the UK international rates apply. Please note that calls may be monitored or recorded and the shareholder helpline cannot provide financial, legal or tax advice or advice on the merits of the Transaction.

Spire Shareholders are also reminded that completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST, will not prevent them from voting at the Court Meeting via the Virtual Meeting Platform. Please refer to pages 1 to 5 of the Scheme Document and the Virtual Meeting Guide for further information.

Recommendation

The Spire Board reiterates its unanimous recommendation to shareholders to vote in favour of the Transaction at the Court Meeting and General Meeting due to be held on 19 July 2021. The Spire Board has assessed the Transaction against Spire's existing strategy and long term forecasts, and concluded that the Transaction is in the best interests of Spire Shareholders.

Timetable update

An updated expected timetable for the Transaction is accordingly set out below. All times shown are London times unless otherwise stated. All dates and times are based on Spire's and Ramsay's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Spire Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Spire's and Ramsay's websites at www.spirehealthcare.com and www.ramsayhealth.com respectively.

Event

Latest time for lodging Forms of Instruction for:

Court Meeting (BLUE form) General Meeting (YELLOW form)

Latest time for lodging Forms of Proxy for:

Court Meeting (BLUE form) General Meeting (YELLOW form)

Voting Record Time

Court Meeting

General Meeting

Expected time/date

  1. a.m. on 14 July 2021
  1. a.m. on 14 July 2021
  1. a.m. on 15 July 2021(1)
  1. a.m. on 15 July 2021(1)
  1. p.m. on 15 July 2021(2)
  1. a.m. on 19 July 2021
  1. a.m. on 19 July 2021(3)

The following dates are indicative only and subject to change; please see note (4) below

Court Hearing

22 July 2021(4)

2

7

Legal-63626492/5164486-0015

Last day of dealings in, and for registration of

22

July 2021(4)

transfers of, and disablement in CREST of,

Spire Shares

Scheme Record Time

6.00 p.m. on 22 July 2021(4)

Suspension of listing and dealings in Spire

6.00 p.m. on 22

July 2021(4)

Shares

Effective Date of the Scheme

23

July 2021(4)

Cancellation of listing of Spire Shares

8.00 a.m. on 26

July 2021(4)

Latest date for despatch of

14 days after the Effective Date

cheques/settlement through CREST for cash

consideration due under the Scheme

Latest date by which Scheme must be

30 September 2021(5)

implemented

Notes:

  1. The BLUE Form of Proxy for the Court Meeting, if not received by 10.30 a.m. on 15 July 2021 (or, if the Court Meeting is adjourned, 48 hours (excluding non-working days) before the adjourned Court Meeting), may be handed to a representative of Spire's Registrars, Equiniti Limited, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of that Meeting. However, in order to be valid, the YELLOW Form of Proxy must be received no later than 10.45 a.m. on 15 July 2021 (or, if the General Meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned Meeting) in order to be valid. Please see "Action to be taken" on pages 1 to 5 of the Scheme Document.
  2. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days (excluding non- working days) before the date set for such adjourned Meeting.
  3. To commence at 10.45 a.m. or as soon as thereafter as the Court Meeting shall have concluded or adjourned.
  4. These times and dates are indicative only and will depend on, among other things, the dates upon which (i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. If the expected date of the Court Hearing is changed, Spire will give adequate notice of the change by issuing an announcement through a Regulatory Information Service.
  5. The Scheme is expected to become effective by 23 July 2021, however the parties have agreed that the latest date by which the Scheme must be implemented shall be 30 September 2021. The date may be extended by agreement between Spire and Ramsay UK with the prior consent of the Panel and (if required) the approval of the Court.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the scheme document dated 15 June 2021.

  1. Ramsay reserves the right to increase the offer price if there is an announcement on or after the date of this announcement of an offer or a possible offer for Spire by a third party offeror or potential offeror.

Enquiries:

Spire

+44 (0) 787 486 1656

Cora McCallum

Head of Investor Relations

Goldman Sachs International (Joint lead financial adviser)

+44 (0) 20 7774 1000

Anthony Gutman

Nimesh Khiroya

Hakim Cherrouk

Cara Pazdon

3

7

Legal-63626492/5164486-0015

J.P. Morgan Cazenove (Joint lead financial adviser and joint

+44 (0) 20 7742 4000

corporate broker)

Dwayne Lysaght

James Mitford

Manita Shinh

Lazard (Financial adviser)

+44 (0) 20 7187 2000

William Rucker

Dale Raine

Eric Stewart

Numis (Joint corporate broker)

+44 (0) 20 7260 1000

James Black

Duncan Monteith

Instinctif (PR adviser)

+44 (0) 7931 598 593

Damian Reece

Guy Scarborough

+44 (0) 7917 178 920

Freshfields Bruckhaus Deringer LLP is retained as legal adviser to Spire.

Important notices relating to financial advisers

Goldman Sachs International, which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority in the United Kingdom, is acting as financial adviser exclusively for Spire and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Spire for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the content of this Announcement or any matter referred to herein.

J.P. Morgan Securities plc, which conducts its United Kingdom investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulatory Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Spire and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Spire for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the content of this Announcement or any matter referred to herein.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser exclusively for Spire and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than Spire for providing the protections afforded to clients of Lazard, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Lazard nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this Announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Spire and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Spire for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.

Further information

4

7

Legal-63626492/5164486-0015

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Ramsay Health Care Limited published this content on 07 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 July 2021 01:47:10 UTC.


© Publicnow 2021
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