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Firm intention announcement regarding the disposal of AVL’s equity interest in PMA and withdrawal of cautionary
ADVANCED HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/059246/06)
(“the Company” or “Advanced Health”)
ISIN Code: ZAE000189049 JSE Code: AVL
FIRM INTENTION ANNOUNCEMENT REGARDING THE DISPOSAL OF AVL’S ENTIRE EQUITY
INTEREST OF 56.44% IN PMA AND WITHDRAWAL OF CAUTIONARY ANNOUNEMENT
1 INTRODUCTION AND BACKGROUND TO THE TRANSACTION
Shareholders are referred to the detailed terms and cautionary announcement released on SENS
on 23 December 2022 in which shareholders were advised that PresMed BidCo Pty Limited
entered into a binding Share Sale Agreement (“SSA”) on 23 December 2022 (“Signature Date”)
to purchase 100% of the shares within PresMed Australia Pty Limited (“PMA”), the Australian
subsidiary of Advanced Health, from Advanced Health and other PMA shareholders (the
“Transaction”). PresMed BidCo Pty Limited is an entity owned by ICG Asia Pacific Fund IV (a USD
1.1 billion fund managed by London Stock Exchange listed Intermediate Capital Group plc (“ICG”))
and a consortium of management and medical shareholders (the “Consortium”). Pursuant to the
Transaction, Advanced Health will dispose of 635,274 issued ordinary PMA shares (representing
its entire equity interest, being 56.44% of PMA’s shares for a total transaction consideration of
AUD45.2 million (approximately ZAR522.0 million).
As the Transaction is subject to the provisions of section 112, as read with section 117(c)(i), of
the Companies Act, 2008 (“the Act”) and the Takeover Regulations of the Takeover Regulation
Panel (“the TRP” and “the Code”) and, in accordance with the provisions of regulation 90 of the
Regulations, the Company must retain an independent expert acceptable to the TRP
(“Independent Expert”) to report on the terms and conditions of the Transaction.
In accordance with regulations 108(8) and 108(9) of the Code, the board of directors of the
Company (“the Board”) has therefore constituted a sub-committee of the Board to act as the
independent board for the purposes of the Transaction, comprising of Messrs. Philip Jack (Phil)
Jaffe, Dr Wilfred Tommy Mthembu and Ysbrand Jacobus (Cobus) Visser who are independent
non-executive directors (“the Independent Board”), and the Independent Board have appointed
BDO Corporate Finance as the Independent Expert. The Independent Expert is in the process of
preparing a report to the Independent Board for distribution to the Shareholders in terms of
section 114(3) of the Act and will provide the Independent Board with advice regarding the
Transaction and make appropriate recommendations to the Independent Board to enable the
Independent Board to then provide its recommendation to the Shareholders.
The recommendations of the Board and the Independent Board and the report of the
Independent Expert will be included in the circular to the Shareholders containing the terms and
conditions governing the Transaction (“the Circular”) which will be distributed to the
Shareholders in accordance with the Regulations.
2 RATIONALE FOR THE TRANSACTION
The ability of the Advanced Health group to continue as a going concern is dependent on the
directors continuing to procure funding for the South African operations, either through a sale of
strategic investments or from other capital raising initiatives. The Transaction, which has the
support of the Advanced Health board, provides the Advanced Health group with an attractive
opportunity to realise its entire investment in PMA for cash, in order to procure the funding
required to support the South African operations.
The Transaction proceeds will initially be applied to restructure the Advanced Health group
balance sheet by settling outstanding credit facilities and to finance the working capital
requirements of the remaining South African operations.
3 KEY TERMS OF THE TRANSACTION
3.1 Share Sale Agreement (“SSA”)
With regard to Advanced Health’s equity interest in PMA, the Consortium will acquire and
Advanced Health will sell its entire holding of 635,274 issued ordinary PMA shares
(constituting 56.44% of the total 1,125,523 issued ordinary PMA shares), together with all
the rights attached to the PMA shares as at the Effective Date (being 31 October 2022),
including but not limited to, the right to receive all distributions declared, made or paid in
respect of the PMA shares on or after the Effective Date.
The SSA contains a purchase price hold-back mechanism to secure the release of a guarantee
granted by Epping Surgery Centre Pty. Limited, a subsidiary of PMA (“Subsidiary
Guarantee”). If the Subsidiary Guarantee is not released before completion of the
Transaction, the parties have agreed that the Transaction will still complete but that
approximately AUD2.0 million (ZAR23.3 million) of the Transaction consideration due to
Advanced Health will be withheld until the Subsidiary Guarantee is released. This held-back
amount will, therefore, be paid to Advanced Health following completion, upon release of
the Subsidiary Guarantee.
Subject to the satisfaction (or waiver, if applicable) of the suspensive conditions set out in
paragraph 3.3, the Subsidiary Guarantee and certain completion deliverables, Advanced
Health will receive payment in full on completion (subject to the Subsidiary Guarantee being
released) with the benefit of a corresponding buyer-side warranty and indemnity insurance
policy that protects Advanced Health and the other PMA shareholders against historic
liability for breaches of the warranties and indemnities.
The SSA further contains legal warranties and indemnities that are considered reasonably
customary in Australia for a transaction of this nature.
3.2 Transaction consideration and Cash Confirmation
The Transaction equates to a 100% PMA equity valuation of approximately AUD80.1 million
and transaction consideration for Advanced Health’s entire equity interest of AUD45.2
million (approximately ZAR522.0 million).
The Consortium will fund the Transaction consideration from available cash resources
within ICG’s fourth dedicated Asia Pacific fund (Fund IV).
In compliance with Regulations 111(4) and 111(5) of the Act, the TRP has been provided
with the unconditional and irrevocable proof of funds (“Cash Confirmation”) issued by
FirstRand Bank Limited (acting through its Rand Merchant Bank division) for the purposes
of settling the Transaction Consideration should the Transaction be implemented.
3.3 Suspensive conditions
Completion of the sale and purchase of Advanced Health’s shares pursuant to the
Transaction is conditional on, and will not proceed unless and until, the following
conditions are satisfied or waived in accordance with the executed SSA, by no later than 30
April 2023:
3.3.1 Advanced Health shareholder approval
The requisite majority of shareholders of Advanced Health approving all ordinary and
special resolutions required to be passed in terms of section 115 of the Companies
Act 71 of 2008 (“Companies Act”) and the JSE Limited (“JSE”) Listings Requirements
to give effect to the Transaction.
3.3.2 South African Regulatory approvals
The securing of all approvals, to the extent legally required, from all regulatory
authorities, including the JSE, the TRP and the South African Reserve Bank (“SARB”),
(including the issuance of an unconditional compliance certificate having been
obtained from the TRP in terms of the Companies Act, sections 119 and 121, as read
with the Companies Regulations including regulation 102(13) or if the compliance
certificate is issued subject to conditions, such conditions having been fulfilled).
3.3.3 Consents
3.3.3.1 Counterparty consents regarding the change in control of the PMA group
arising from the Disposal to be obtained in terms of the hospital purchase
provider agreements between PMA and the relevant Australian health
fund providers and waiver of any right to terminate such agreement; and
3.3.3.2 Landlord consents regarding the change in control of the PMA group
arising from the Disposal to be obtained in terms of the relevant property
lease agreements of the PMA group and waiver any right to terminate
such agreement.
the requirement to obtain such consents being a customary condition for a
transaction of this nature.
4 SHAREHOLDINGS, ACTING AS PRINCIPAL AND CONCERT PARTIES
The Consortium confirms that they presently own no shares in the Company, that it is the
ultimate proposed purchaser of the PMA Sale Shares and is not acting in concert with, or as an
agent or broker for, any other party.
5 IRREVOCABLE UNDERTAKINGS
The Consortium has been provided with irrevocable undertakings to vote in favour of the
resolutions required to implement the Transaction by Eenhede Konsultant Proprietary Limited
and PresMedical Witbank Proprietary Limited, who directly and indirectly hold 68.23% of the
issued share capital of Advanced Health.
6 CIRCULAR
The Circular relating to the Transaction, incorporating the terms of the Transaction, the
Independent Expert’s report, the notice of the General Meeting required to implement the
Transaction and a form of proxy, will be distributed to Shareholders in due course. The salient
dates and times in relation to the Transaction will be published on the date of distribution of the
Circular and will also be contained in the Circular.
7 RESPONSIBILITY STATEMENT
The Board and the Independent Board of the Company accept responsibility for the information
contained in this announcement, and certify that, to the best of their respective knowledge and
belief, the information is true and, where appropriate, this announcement does not omit
anything likely to affect the importance of the information included.
8 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that all details required by the TRP for a Firm Intention Announcement,
including the Cash Confirmation have now been appropriately disclosed. Accordingly, caution is
no longer required to be exercised by Shareholders when dealing in the Company’s shares.
(The Exchange rate applied in this announcement is the closing rate on 22 December 2022 (date
preceding the Signature Date) AUD:ZAR = 11.5457 (Iress))
Johannesburg
30 January 2023
Corporate Advisor and Independent Designated Advisor to Advanced Health
Grindrod Bank Limited
Transaction and Financial Advisor to Advanced Health
Monash Advisory Pty Ltd
Australian Legal Advisor to Advanced Health
Gilbert + Tobin
Date: 30-01-2023 04:15:00
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