REG - Induction Healthcare - Dispatch of Rule 15 Letters

Induction HealthcareAnnouncement

22/04/2025 17:00

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RNS Number : 7331F  Induction Healthcare Group PLC  22 April 2025

Not for release, publication or distribution (in whole or in part, directly or
indirectly) in, into or from the United States of America, Canada, Australia
or Japan or any other jurisdiction where to do so would constitute a violation
of the relevant laws or regulations of such jurisdiction.

THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF
ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR
OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION PURSUANT TO THE ACQUISITION OR OTHERWISE. THE
SCHEME DOCUMENT OR, IF BIDCO ELECTS TO SWITCH TO AN OFFER, THE OFFER DOCUMENT,
WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE PROPOSED ACQUISITION,
INCLUDING DETAILS OF HOW TO VOTE IN RESPECT OF THE SCHEME. ANY RESPONSE TO THE
ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION IN THE SCHEME
DOCUMENT OR OFFER DOCUMENT (AS APPROPRIATE).

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

22 April 2025

RecommENDED CASH ACQUISITION OF

INDUCTION HEALTHCARE GROUP PLC ("Induction")

by

VITALHUB UK LIMITED ("Bidco")

(a direct subsidiary of VitalHub Corp.)

to be implemented by means of a court-sanctioned scheme of arrangement under

Part 26 of the Companies Act 2006

Dispatch of Rule 15 Letters to Participants in the Induction Share Plan

 

On 10 April 2025, the boards of Induction and Bidco announced that they had
agreed the terms and conditions of a recommended cash acquisition pursuant to
which Bidco shall acquire the entire issued, and to be issued, ordinary share
capital of Induction (the "Acquisition"). The Acquisition is to be implemented
by means of a Court-sanctioned scheme of arrangement between Induction and
Bidco under Part 26 of the Companies Act 2006 (the "Scheme") and is subject
to the terms and conditions set out in the scheme document relating to the
Acquisition published on 17 April 2025 (the "Scheme Document").

 

Capitalised terms in this announcement shall, unless otherwise defined, have
the meanings set out in Part 8 (Definitions) of the Scheme Document.

 

A letter to participants in the Induction Share Plan to provide information on
how the Scheme and the Acquisition will affect their options and awards and
the arrangements applicable to those participants, including details of
proposals being made and relevant dates and times (the "Rule 15 Letter") has
today been sent to participants in the Induction Share Plan and will be made
available on Induction's website at https://www.inductionhealthcare.com/offer
(https://url.uk.m.mimecastprotect.com/s/lHqTCxKJf12wpVi8fZcyb2Up?domain=inductionhealthcare.com)
and Bidco's website at
https://www.vitalhub.com/possible-offer-for-induction-healthcare-plc
(https://url.uk.m.mimecastprotect.com/s/HDqQCyLKcrlkGwCMhJcxqzJ5?domain=vitalhub.com)
by no later than 12 noon tomorrow and will be available up to and including
the Effective Date. The contents of these websites are not incorporated into,
and do not form part of, this announcement.

 

The terms and conditions of the Acquisition are set out in full in the Scheme
Document, a copy of which is available on the Induction website
at https://www.inductionhealthcare.com/offer
(https://url.uk.m.mimecastprotect.com/s/lHqTCxKJf12wpVi8fZcyb2Up?domain=inductionhealthcare.com)
and Bidco's website at
https://www.vitalhub.com/possible-offer-for-induction-healthcare-plc
(https://url.uk.m.mimecastprotect.com/s/HDqQCyLKcrlkGwCMhJcxqzJ5?domain=vitalhub.com)
.

 

Enquiries:

Induction Healthcare Group PLC

Christopher Samler
(Chair)
            +44 (0)7712 194 092

Paul Tambeau (Chief Executive
Officer)
            +44 (0)7983 104 443

Singer Capital Markets Advisory LLP (as Induction's Nominated Adviser and
Broker)

Philip
Davies
            +44 (0)20 7496 3000

Oliver Platts

Patrick Weaver

Aalto Capital LLP (as Induction's financial and Rule 3 adviser)

John
McRoberts
          +44 (0)20 7839 7112

Brandon
Matthews

Burness Paull LLP is providing legal advice to Induction

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer of invitation to purchase or otherwise acquire, subscribe for,
sell, or otherwise dispose of, any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Induction in
any jurisdiction in contravention of applicable laws.

The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Induction who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Induction who
are not resident in the United Kingdom will need to inform themselves about,
and observe, any applicable requirements

Important notices about financial advisers

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated by the FCA in the United Kingdom, is acting as
nominated adviser and corporate broker exclusively for Induction and no one
else in connection with the matters described in this Announcement and will
not be responsible to anyone other than Induction for providing the
protections afforded to clients of Singer Capital Markets nor for providing
advice in relation to the subject matter of this announcement. Neither Singer
Capital Markets nor any of its 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
Singer Capital Markets in connection with this announcement, any statement
contained herein or otherwise.

Aalto Capital LLP ("Aalto Capital"), which is authorised and regulated by the
FCA in the United Kingdom, is acting as financial adviser exclusively
for Induction and no one else in connection with the matters described in
this Announcement and will not be responsible to anyone other
than Induction for providing the protections afforded to clients of Aalto
Capital nor for providing advice in connection with the matters referred to
herein. Neither Aalto Capital 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 Aalto Capital in connection
with this Announcement, any statement contained herein, any offer or
otherwise.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) on the Company's website at
https://www.inductionhealthcare.com/offer
(https://url.uk.m.mimecastprotect.com/s/lHqTCxKJf12wpVi8fZcyb2Up?domain=inductionhealthcare.com)
 by no later than 12 noon (London time) tomorrow. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure (as defined in the Code) following
the commencement of the offer period and, if later, following the announcement
in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure (as defined in the
Code).

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30
p.m. (London time) on the business day following the date of the relevant
dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and Bidder companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) ,
including details of the number of relevant securities in issue, when the
offer period commenced and when any Bidder was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

 

 

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