Estia Health Limited Scheme of Arrangement

As announced to the ASX on 24 March 2023, Estia Health Limited (the Company) received a conditional, non-binding indicative proposal (the Indicative Proposal) from Bain Capital Private Equity, LP (BCPE) to acquire 100% of the ordinary shares of the Company by way of a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the Scheme) for cash consideration of $3.00 per share (reduced by the amount of any dividends paid or payable by the Company after the date of the Indictive Proposal).

Following a period of limited due diligence by BCPE, the Company announced to the ASX on 7 June 2023 that a revised non-binding and conditional proposal had been received from BCPE (the Revised Proposal), which increased the consideration payable for 100% of the shares to $3.20 cash per share (reduced by the amount of any dividends paid or payable by the Company after the date of the Revised Proposal). The Revised Proposal permitted the Company to pay a fully franked dividend of 12 cents per share and was conditional on the completion of satisfactory due diligence by BCPE, entry into a scheme implementation agreement, as well as customary regulatory and shareholder approvals being obtained. On 15 September 2023, the Company paid a final fully franked ordinary dividend of 12 cents per share in relation to the financial year ended 30 June 2023.

On 7 August 2023, the Company announced to the ASX the signing of a scheme implementation agreement with Firebird BidCo Pty Ltd (the Bidder) (an entity ultimately controlled by Bain Capital, LP) in connection with the Scheme, with the Directors of the Company unanimously recommending that shareholders vote in favour of the Scheme (in the absence of a superior proposal and subject to an Independent Expert concluding that the Scheme is in the best interests of the Company’s shareholders).

On 15 November 2023, at a meeting of the shareholders of the Company convened pursuant to orders made on 11 October 2023 by the Supreme Court of New South Wales, the Scheme was voted on and was passed by the requisite majorities of the Company's shareholders.

On 28 November 2023, the Company announced to the ASX that it had been advised by the Bidder that the Bidder had received approval from the foreign investment review board (FIRB) to undertake the acquisition of the Company pursuant to the Scheme.

On 5 December 2023, the Supreme Court of New South Wales made orders approving the Scheme.

On  6 December 2023, the Scheme became effective and the Company was suspended from trading on the ASX.

On 15 December 2023, the Scheme was implemented and each of the Company’s shareholders who held shares as at 7.00pm (AEDT) on 12 December 2023 received the scheme consideration of $3.08 (reduced by the amount of the fully franked dividend paid by the Company in September 2023) in cash. The Company became a wholly owned subsidiary of the Bidder on this date and was delisted from the ASX on 18 December 2023.

What if I have further questions about the Scheme?

If you have any further questions or queries in respect of the Scheme process, settlement of your entitlements or your historic shareholding in Estia Health Limited please contact:

Link Market Services Limited
Locked Bag A14,
Sydney South NSW 1235
Phone: 1300 554 474
Fax: +61 2 9287 0303
Email: registrars@linkmarketservices.com.au

Information in relation to the Scheme and the Scheme Materials

The Scheme Booklet (which was provided to shareholders of Estia Health Limited prior to the Scheme Meeting held on 15 November 2023) outlined the terms of the Scheme, the main advantages and disadvantages of the Scheme and the key conditions and approvals required for the Scheme to become effective (which occurred on 6 December 2023).

Copies of the Scheme Booklet and correspondence to shareholders in the form distributed to shareholders in relation to the Scheme prior to the Scheme Meeting can be found in the links below:

Scheme Booklet   Letter To Shareholders