REG - Amala Foods PLC - Transaction Update

Amala FoodsAnnouncement

28/11/2024 11:00

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RNS Number : 0465O  Amala Foods PLC  28 November 2024

 

Amala Foods Plc

(the "Company")

 

Transaction Update

 

Amala Foods Plc (LON: DISH) is pleased to update the market further on the
progress of the Reverse Takeover process ("the Transaction") following the
previous update on 24 September 2024.

The Company has now signed a Share Purchase Agreement ("SPA") with Healthcare
Medical Plus Pte Ltd ("HMP").   Upon readmission, the selling shareholders
of HMP will receive a total share consideration of £8 million that will be
disbursed in two tranches each of £4 million with the second tranche
conditional upon the target business achieving an EBITDA of USD 1 million by
the March 2028.  The Transaction, if successful, is expected to value the
shell at approximately £2.5 million prior to any associated Placing
associated with the Transaction.

The Company continues to engage with the Financial Conduct Authority (FCA) in
respect of the approval of its prospectus and all also progress other work
streams related to the Transaction and the development of the target business.

The Company announced previously on 10 July 2024 that its target company is a
newly formed healthcare group, Healthcare Medical Plus Pte Ltd, a holding
company domiciled in Singapore.  HMP has three subsidiaries in the
Philippines as follows:

·    Dialysis Care Plus Inc (100% owned by HMP) - a company that is
building dialysis centres in the Philippines.

·    VidaHealth Inc (70% owned by HMP with the further 30% held by the
joint venture party) - a diagnostic and medical centre that is in the final
stages of construction and is expected to open before the end of the year.
The group have an option to build a further 50 centres pursuant to an existing
joint venture arrangement.

·    TopHealth Medical Clinics Inc ("TopHealth") (50% owned by HMP with
further 50% held by management) - the group initially acquired a 40% interest
in TopHealth, a diagnostic and medical centre that has been successfully
operating since 2009.  Annual revenues having been growing consistently over
this period.  Current audited financial statements show revenue for 2023 was
circa £900,000 and the Company is profitable.

HMP has, to date, been funded by its founders and associates.

TopHealth has recently expanded and opened a second location that offer
additional medical and healthcare services.

The Philippines has previously enacted legislation called The Universal
Healthcare Act of 2019.  This legislation resulted in the automatic enrolment
of citizens in the Philippine Health Insurance Corporation ("PhilHealth") that
entitles all citizens to insurance coverage and comprehensive outpatient
services.  The annual coverage of dialysis services and diagnostics services
has been increasing under PhilHealth so that it now covers dialysis patients
for up to 156 dialysis sessions per year.  The Company believes that the
coverage provided by PhilHealth will underpin strong growth in the Philippine
healthcare sector over the coming years.  On 11 September 2024 the Secretary
of the Department of Health and the chair of PhilHealth announced increasing
the coverage of dialysis treatments by over 50% from P4,000 (USD 72) to P6,350
(USD114) per treatment.

Transaction Update

Although the Company continues to progress the Transaction with the FCA it has
taken longer than anticipated to complete the financial workstreams
particularly as the scope of that work was expanded to include TopHealth
business which has a more developed trading history.  PKF Philippines audited
TopHealth business for the 3 most recent complete years under Philippine
Reporting Standards.  PKF Philippines has undertaken some topup audit work in
order that the reporting standards for the Transaction would be compliant
under International Financial Reporting Standards.  The process of reviewing
this topup audit work is underway by the Reporting Accountant.  Upon
satisfactory completion of the audit and review work, the already
substantially completed prospectus can be updated.  The Company is confident
that readmission can be achieved in the period shortly after the new year.

Whilst the Directors are confident that the Transaction will complete, it
remains subject to regulatory approval (including the FCA and the Takeover
Panel) and therefore as is normal with these types of transaction there can be
no guarantee as to whether or when the Transaction will complete.  The
Directors will provide further updates to the market in due course.
Furthermore, the Company expects to publish its Half Yearly Financial Report
for the period to the end of September 2024 prior to the end of the year.
Upon publication of the Half Yearly Financial Report and the successful
completion of the audit review work, the accounts of both the shell and the
target will require no further updates prior to the end of March 2025.

The Directors would like to thank its shareholders and its investors for their
continued patience as the Board continue to strive to achieve a successful
outcome for all shareholders and stakeholders.  Consistent with the past few
years, the Directors continue to neither receive nor accrue any remuneration.

 

 

Enquiries:

 

Jonathan Morley-Kirk, Non-Executive Chairman

jmk@bluebirdmv.com (mailto:jmk@bluebirdmv.com)

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