REG - Induction Healthcare Vitalhub UK Limited - Satisfaction of NSIA Condition

Induction HealthcareAnnouncement

04/06/2025 14:15

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RNS Number : 4594L  Induction Healthcare Group PLC  04 June 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.

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

4 June 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

SATISFACTION OF NSIA CONDITION

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 being implemented
by means of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").

On 17 April 2025, Induction published and posted a circular in relation to the
Scheme (the "Scheme Document") setting out, amongst other things, the full
terms and conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act, an expected timetable of principal events,
notices of the Court Meeting and General Meeting and details of the actions to
be taken by Induction Shareholders. Capitalised terms used and not defined in
this announcement have the meanings given to them in the Scheme Document.

On 12 May 2025 the Court Meeting and the General Meeting held in connection
with the Acquisition were approved by the requisite majorities.

Satisfaction of NSIA Condition

Induction and Bidco are pleased to announce that, following a notification
having been made and accepted under the NSIA, the Secretary of State confirmed
that no further action will be taken in relation to the Acquisition under the
NSIA and therefore the NSIA Condition has now been satisfied.

As previously announced on 12 May 2025, Conditions 1.2.1 and 1.2.2 set out in
Part 4 (Conditions and Further Terms of the Acquisition) have also been
satisfied. Completion of the Acquisition remains subject to the satisfaction
(or, where applicable, waiver) of the remaining Conditions set out in the
Scheme Document, including the sanction of the Scheme by the Court at the
Sanction Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies.

Next steps and timetable

Induction and Bidco are pleased to confirm that the Sanction Hearing, at which
the Court will be asked to sanction the Scheme, is expected to take place
on 16 June 2025.

Subject to the Scheme receiving the sanction of the Court and the delivery of
a copy of the Court Order to the Registrar of Companies, the Scheme is
expected to become Effective on 18 June 2025.

An updated expected timetable of principal events is set out below. The dates
and times in the expected timetable (including as repeated in the rest of this
announcement) are indicative only, are based on Induction's and Bidco's
current expectations and are subject to change. The dates will depend, among
other things, on the dates on which: (i) the remaining Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court sanctions the
Scheme; and (iii) the Court Order sanctioning the Scheme is delivered to the
Registrar of Companies.

A further announcement will be made following the Sanction Hearing.

 

UPDATED EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Induction's and Bidco's current
expected dates for the implementation of the Scheme and is subject to change
(including as may be agreed by Induction and Bidco from time to time). If any
of the dates and/or times in this expected timetable change, the revised dates
and/or times will be notified to Induction Shareholders by issuing an
announcement through the Regulatory Information Service of the London Stock
Exchange, with such announcement being made available on Induction's website
at https://www.inductionhealthcare.com/offer and on Bidco's website at
https://www.vitalhub.com/possible-offer-for-inductionhealthcare-plc.

 Event                                                                            Time and/or date
 Sanction Hearing                                                                 16 June 2025
 Last day of dealings in, and for registration of transfers of, and disablement   17 June 2025((2))
 in CREST of, Induction Shares
 Scheme Record Time                                                               6.00 p.m. on 17 June 2025
 Suspension of admission to trading of, and dealings in, Induction Shares         By 7.30 a.m. on 18 June 2025
 Effective Date of the Scheme                                                     18 June 2025 (or, as soon as the Court Order has been delivered to the
                                                                                  Registrar of Companies for registration) ((3))
 Cancellation of admission to trading on AIM of Induction Shares                  By 7.30 a.m. on 19 June 2025
 Latest date for despatch of cheques and crediting of CREST accounts and          2 July 2025
 processing electronic transfers in respect of the cash consideration due under
 the Scheme
 Long Stop Date                                                                   30 September 2025((4))

Notes:

(1)         All references to times in this Announcement are to London,
United Kingdom times unless stated otherwise.

(2)              Induction Shares will be disabled in CREST from
6:00 p.m. on such date.

(3)            The Scheme shall become Effective as soon as a copy of
the Court Order has been delivered to the Registrar of Companies for
registration. This is expected to occur prior to the suspension of trading in
Induction Shares. The events which are stated as occurring on subsequent dates
are conditional on the Effective Date and operate by reference to that date.

(4)              This is the latest date by which the Scheme may
become Effective unless Induction and Bidco agree a later date (with the
Panel's consent and as the Court may approve (if such approval(s) are
required)).

Enquiries:

VitalHub UK Limited

Dan Matlow
 
                    Main Office: +1 (416) 699 -
0123

 
 
            Toll Free: +1 (855) 699 - 0123

 

Cavendish Capital Markets Limited (as Bidco's and VitalHub Corp's financial
adviser)

Henrik Persson
 
      +44(0)20 7220 0500

Seamus Fricker

Elysia Bough

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

Edwin Coe LLP is providing legal advice to Bidco.

Burness Paull LLP is providing legal advice to Induction

Further information

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser to
Bidco and VitalHub Corp. and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Bidco and VitalHub Corp. for providing the protections offered to clients
of Cavendish or for providing advice in connection with any matter referred to
in this announcement. Neither Cavendish nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Cavendish in connection with this announcement, any statement
contained herein, the Offer or otherwise. No representation or warranty,
express or implied, is made by Cavendish as to the contents of this
announcement.

Aalto Capital LLP which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively for Induction and no-one else in connection
with the Acquisition and this announcement, and will not be responsible to
anyone other than Induction for providing the protections afforded to clients
of Aalto Capital LLP nor for providing advice in connection with the
Acquisition or this announcement or any matter referred to herein.

Singer Capital Markets Advisory LLP which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for Induction and no-one else
in connection with the Acquisition and this announcement, and will not be
responsible to anyone other than Induction for providing the protections
afforded to clients of Singer Capital Markets Advisory LLP nor for providing
advice in connection with the Acquisition or this announcement or any matter
referred to herein.

This announcement contains inside information in relation to Induction for the
purposes of Article 7 of the UK Market Abuse Regulation.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own financial advice from
your broker, bank manager, solicitor, accountant or other independent
financial adviser duly authorised under the Financial Services and Markets Act
2000 if you are in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

Overseas Shareholders

The release, publication and/or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by the laws and
regulations of those jurisdictions and therefore persons who are not resident
in the United Kingdom into whose possession this announcement comes should
inform themselves about and observe any such restrictions. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
Scheme Shares with respect to the Scheme at the Court Meeting or their
Induction Shares with respect to the Resolution at the General Meeting, or to
execute and deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. Failure to comply with
any such restrictions may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction and no person may vote in favour of the Acquisition by any use,
means, instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement are not being and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in, into or from any Restricted Jurisdiction, and persons receiving this
announcement (including custodians, nominees and trustees) must not mail or
otherwise distribute or send it in, into or from such Restricted Jurisdictions
as doing so may violate the securities laws of such jurisdictions.

This announcement is not an offer of securities for sale in the United States,
Canada, Australia or Japan or in any other jurisdiction in which such an offer
is unlawful.

Notice to US Induction Shareholders

Induction Shareholders in the United States should note that the Acquisition
relates to the securities of a company organised under the laws of England and
Wales and is proposed to be effected by means of a scheme of arrangement under
the Companies Act. This announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared in
accordance with English law, the Code and UK disclosure requirements, format
and style applicable to a scheme of arrangement, all of which differ from
those in the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is subject to
the disclosure requirements of and practices applicable in the United Kingdom
under the Code to schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy solicitation rules.
However, Bidco reserves the right to implement the Acquisition by means of a
Takeover Offer for the entire issued share capital of Induction as an
alternative to a scheme of arrangement.

The information contained in this announcement has neither been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities passed upon the fairness or merits of the proposal contained
in this announcement or determined the adequacy or accuracy of the information
contained herein. Any representation to the contrary is a criminal offence in
the United States.

Induction's financial statements, and all financial information that is
included in this announcement or that may be included in the Scheme Document,
or any other documents relating to the Acquisition, have been prepared in
accordance with accounting standards applicable in the United Kingdom and may
not be comparable to financial statements of companies in the United States or
other companies whose financial statements are prepared in accordance with US
generally accepted accounting principles. None of the financial information in
this announcement has been audited in accordance with the auditing standards
generally accepted in the US or the auditing standards of the Public Company
Accounting Oversight Board of the US.

If Bidco were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer would be made in compliance with applicable US
securities laws and regulations, including to the extent applicable, Section
14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance
with the Code. Such a Takeover Offer would be made in the United States by
Bidco and no one else. Accordingly, the Acquisition would be subject to
disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender
offer procedures and law.

The receipt of cash pursuant to the Acquisition by an Induction Shareholder in
the United States as consideration for the transfer of its Induction Shares
pursuant to the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under any applicable United States state and
local income tax laws. Each Induction Shareholder in the United States is
urged to consult their independent professional tax or legal adviser
immediately regarding the US federal, state and local income and non-income
tax consequences of the Acquisition applicable to them as well as any
consequences arising under the laws of any other taxing jurisdiction.

It may be difficult for Induction Shareholders in the United States to enforce
their rights and claims arising out of the US federal securities laws, since
Bidco and Induction are located in a country other than the US, and some or
all of their officers and directors are residents of countries other than the
US. Induction Shareholders in the United States may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under
the US Exchange Act, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Induction outside such a Takeover Offer during the period
in which such a Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase were to be made, they would occur
outside the US either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including to the extent applicable, the US Exchange Act and the Code. Any
information about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com) .

Cautionary note regarding forward-looking statements

This announcement, oral statements made regarding the Acquisition, and other
information published by Induction, Bidco or any member of the Wider Bidco
Group contain statements which are, or may be deemed to be, 'forward-looking
statements'. Such forward looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the environment in
which Induction, Bidco or any member of the Wider Bidco Group shall operate in
the future and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by those
statements.

The forward-looking statements contained in this announcement relate to
Induction's and Bidco's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and other
statements other than historical facts. In some cases, use of words such as
'anticipate', 'continue', 'estimate', 'expect', 'forecast', 'intend', 'may',
'plan', 'project', 'should', 'will' or similar expressions is likely to
identify forward-looking statements, which reflect current views about future
events but are subject to risks and uncertainties that could cause actual
outcomes to differ materially from those expressed in a forward-looking
statement. Many such risks and uncertainties relate to factors which those
making the forward-looking statement are unable to control or estimate
precisely: for example, changes in general economic and business conditions,
changes in currency exchange and interest rates, introduction of new or
competing products or services and the behaviour of other market participants.
Accordingly, forward-looking statements should be regarded with caution, and
undue reliance should not be placed upon them.

Neither Induction nor Bidco nor any member of the Wider Bidco Group, nor any
of their respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
shall actually occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to
Induction, Bidco or any member of the Wider Bidco Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

The Induction Directors and Bidco Directors do not intend, and accept no
obligation to, update forward-looking statements except as may be required by
specific applicable legal requirement.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefit statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for Bidco or Induction, as appropriate, for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Bidco or Induction, as
appropriate.

Disclosure of share interests and dealings

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 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 pm (London time) on the 10th
business day following the commencement of the offer period or the
announcement in which any securities exchange offeror is first identified. If
a person required to make an Opening Position Disclosure under Rule 8.3(a)
deals in the relevant securities of the offeree company or of a securities
exchange offeror before midnight on the day before the Opening Position
Disclosure deadline, he must instead make a Dealing Disclosure.

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 during an offer period. 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
(a) the offeree company and (b) any securities exchange offeror, 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 pm (London time) on the business day following the date of the
relevant dealing.

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, 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 pm (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 be made by the offeree company and also 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 offeror 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, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Website publication

This announcement will be made available, subject to restrictions relating to
persons resident in any Restricted Jurisdiction, on Induction's website at
www.inductionhealthcare.com/offer by no later than 12 noon (London time) on
the Business Day following this announcement, up to and including the end of
the Acquisition.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this Announcement by contacting Induction's registrars, Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, or on +44
(0)371 384 2050. Such person may also request that all future documents,
announcements and information in relation to the Acquisition should be sent to
the person in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Induction Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Induction may be
provided to Bidco during the offer period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Disclaimer

The Acquisition will be subject to English law and regulation, the
jurisdiction of the Court and the applicable requirements of the Code, the
Panel, the London Stock Exchange, the FCA, the AIM Rules, the UK Market Abuse
Regulation and the Registrar of Companies.

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