REG - Optima Health PLC - Acquisition of PAM Healthcare Limited

Optima HealthAnnouncement

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RNS Number : 0431T  Optima Health PLC  16 February 2026

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DISTRIBUTION FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY
INVESTMENT DECISION IN RESPECT OF OPTIMA HEALTH PLC. PLEASE SEE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

16 February 2026

Optima Health plc

("Optima", the "Company", and, together with its subsidiaries, the "Group")

Acquisition of PAM Healthcare Limited

Optima Health (AIM: OPT), the UK's leading provider of technology enabled
corporate health and wellbeing solutions, is pleased to announce it has
entered into a share purchase agreement (the "Acquisition Agreement") to
acquire the entire issued share capital of PAM Healthcare Limited ("PAM"), one
of the UK and Republic of Ireland's leading occupational health and wellness
service providers, for a total cash consideration of approximately £100
million on a debt-free, cash-free, normalised working capital basis, subject
to customary adjustments (the "Acquisition"). Completion of the Acquisition is
only conditional on clearance being obtained from the Irish Foreign Direct
Investment regime ("Irish FDI"), which is expected to be received within 90
days of signing the Acquisition Agreement in line with Section 16(3)(a)(i) of
the Screening of Third Country Transactions Act 2023 ("Completion"). Once
completed, the transaction will mark an exit for leading UK private equity
investor, LDC.

The Acquisition cements Optima's position as the leading provider of
occupational health and wellbeing services in the UK and builds upon Optima's
existing presence in Ireland. In previous statements Optima has been clear
that it is targeting £200 million revenue and £40 million adjusted EBITDA
(20 per cent. adjusted EBITDA margin) in the medium term. The Acquisition is a
transformational step forward in achieving this as the Company executes its
long-term strategic plans, creating a holistic and integrated service offering
deepened in breadth and scale in the Company's core markets.

The Acquisition will be financed partly through new committed secured debt
facilities of £70 million with existing banking partners HSBC and Barclays
(the "New Facilities") and partly through an unsecured short-term related
party bridge facility of £30 million with Deacon Street Partners Limited
("Deacon Street"), an entity controlled by Lord Ashcroft KCMG PC, a
substantial shareholder of the Company (the "Bridge Facility"). Further
details of the New Facilities and Bridge Facility are provided below.

It is intended that the Bridge Facility will be repaid through an underwritten
open offer of £35 million which will be made available to qualifying
shareholders at a price of 175 pence per new ordinary share of 1 penny each in
the Company (the "Issue Price") (the "Open Offer"). Deacon Street has entered
into a commitment to underwrite the Open Offer (the "Underwriting
Commitment"), further details of which are set out below. It is intended that
the proposed Open Offer will be launched as soon as practicable following
Completion and following consultation with the Takeover Panel in respect of
Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code").

Jonathan Thomas, Chief Executive Officer of Optima Health, commented: "This
transformational acquisition underscores our intent in delivering our stated
strategic objectives and cements Optima's position in its attractive and
growing market. The acquisition of PAM is highly complementary and synergistic
for Optima and has been a high priority target for a number of years. With our
strong track record for delivering bolt on acquisitions and our excellent
market dynamics, the Board and I are very confident about our future growth
trajectory. We are delighted to announce the acquisition of PAM, and we look
forward to welcoming PAM colleagues and customers when the deal completes."

Acquisition Highlights(11)

·     A transformational acquisition which is expected to be accretive to
adjusted EPS(1) following the first full financial year post Completion
increasing to over 25% adjusted EPS(2) accretion by the end of the third
financial year following Completion

·     Combined unaudited proforma underlying adjusted EBITDA in excess of
£26 million before synergies

·     Positions Optima as the clear market leader with a 15% proforma
market share and accelerates progress towards the Group's 25% market share
target

·     The Company anticipates revenue and cost efficiency synergies
increasing to over £5 million per annum once fully integrated by the end of
the third financial year after Completion with approximately £1.5 million
synergies expected in the first year

·     Total cash consideration of approximately £100 million funded
partly through the New Facilities and partly through the Bridge Facility, the
latter of which allowed for a credible highly deliverable offer to be
submitted following a competitive acquisition process

·     Intention to repay the Bridge Facility in the near term through an
underwritten Open Offer to qualifying shareholders. Assuming repayment of the
Bridge Facility, proforma net debt to EBITDA for the trailing 12 months will
be 2.7x

·     Profitable and cash generative nature of the enlarged Group with
low capital intensity will allow for rapid deleveraging, targeting below 1x
net debt to adjusted EBITDA ratio by year 3

·     Limited execution risk with completion of the Acquisition
conditional only on clearance being obtained from Irish FDI, which is expected
to be received within 90 days of signing the Acquisition Agreement

(1) Subject to Completion

(2) Proforma enlarged Group adjusted EPS versus previous analyst consensus
adjusted EPS forecasts for Optima

Acquisition Rationale

Strong financial profile

·     PAM generated unaudited revenue of approximately £66.6 million in
the year ended 31 December 2025 with a three-year CAGR of 15.7%

·     PAM had an unaudited adjusted EBITDA of £8.2 million in the year
ended 31 December 2025

·     Potential for continued improvement in PAM's EBITDA margin through
further clinician productivity improvements, operating model rationalisation
and alignment, and leveraging the enlarged Group's synergies

·     Over 90% of PAM's budgeted FY26 revenues are underpinned by
existing contracts

·     Cash generative business with free cash conversion of over 60% and
low capital intensity

Attractive market

·     The UK and Ireland occupational health market is valued at
approximately £1.6 billion, and is forecast to grow by up to 9% per annum

·     Rising absenteeism costs, and ageing working population, and
increasing awareness of mental and physical wellbeing present favourable and
long-term dynamics for growth

·     Only approximately 45% of UK workers currently receive occupational
health services compared with over 80% in peer European markets, presenting
significant growth opportunity

·     The UK occupational health market remains highly fragmented,
therefore coupled with Optima's vast experience of originating, converting,
and integrating acquisitions, a significant consolidation opportunity remains

Platform for growth with scope for significant operational and revenue
synergies

·     The combination compounds Optima's market leadership, building on
its differentiated platform for future growth

·     Platform to transform combined clinical delivery to provide best
practice reactive, proactive and preventive interventions; leveraging
technology and the data asset and deploying AI across the enlarged business to
drive significant performance and proposition improvements for clients

·     Holistic and integrated service offering deepened in breadth and
scale in Optima's core markets

·     Combined scale will present significant opportunities for revenue
synergies through cross selling to respective customers, reduced customer
churn rates, and focussed new business sales effort on competitors' clients

·     Opportunities for operational and cost efficiencies will also be
realisable through alignment of group central functions, estate footprint
rationalisation and improvement, and leveraging Optima's existing
transformation and technology investment program

·     As well as the UK, the combination also creates a substantial
business in Ireland, presenting opportunity to deliver innovative and market
leading solutions to the Irish market, and also multinationals who span both
jurisdictions

About PAM

PAM, established in 2004, is one of the leading providers of outsourced
occupational health and wellbeing services in the UK and Republic of Ireland,
supporting over 1.5 million employees. PAM has a long-standing and diverse
customer base, with an average contract length of approximately 7.8 years
among its top ten customers, and provides solutions to more than 1,500
organisations, including blue chip corporates and public sector entities. PAM
is headquartered in Warrington with over 450 directly employed clinicians and
a large associate clinician network.

PAM's breadth of services covers all aspects of statutory and discretionary
occupational health and wellbeing services, encompassing testing, assessment,
and treatment capabilities. Underpinning PAM's services is OHIO, its
proprietary technology platform, which provides customers with bespoke,
real-time analytics and tailored reporting integrated into HR systems.

PAM generated revenue of approximately £66.6 million (unaudited) in the year
ended 31 December 2025 with a three-year CAGR of 15.7%, supported largely by
organic customer wins and targeted M&A activity. PAM has good revenue
visibility and robust recurring revenues with over 90% of budgeted FY26
revenues underpinned by existing contracts.

PAM generated an unaudited adjusted EBITDA of £8.2 million in the year ended
31 December 2025. EBITDA margin improvement in FY25 has been driven by new
business wins and a focus on clinician productivity and billability. There is
a potential for continued improvement in PAM's EBITDA margin through further
clinician productivity improvements, operating model rationalisation and
alignment, and leveraging the enlarged Group's synergies.

PAM is a capital light and cash generative business with strong free cash
conversion of over 60%.

Summary financial information on PAM

 £million            Year ended 31 December 2023  Year ended 31 December 2024  Unaudited Year ended 31 December 2025

 Revenue             51.8                         62.6                         66.6
 Gross Profit        24.3                         26.1                         29.1
 EBITDA              4.0                          4.2                          6.6
 Adj. EBITDA*        4.7                          5.9                          8.2
 Adj. EBITDA margin  9.1%                         9.4%                         12.3%
 Profit before tax   (2.2)                        (3.8)                        (0.4)
 Profit after tax    0.6                          (3.5)                        (0.5)

* Adjusted for certain exceptional and administrative expenses

As at 31 December 2025, PAM had net assets of £21.3 million (unaudited)
(FY24: £20.5 million (audited)).

Details of the Acquisition

Principal terms of the Acquisition and Completion timing

On 14 February 2026, Optima entered into the Acquisition Agreement pursuant to
which it agreed, conditional only on the receipt of Irish FDI clearance, which
is expected within 90 days, to acquire the entire issued share capital of PAM.

Upon satisfaction of the outstanding condition for the Acquisition, pursuant
to the terms of the Acquisition Agreement, Optima has agreed to pay to the
shareholders of PAM, an enterprise value of £100 million on a debt-free,
cash-free, normalised working capital basis.

Financing of the Acquisition

Consideration due under the Acquisition Agreement is being funded by the
proceeds of the New Facilities and Bridge Facility.

Principal terms of the New Facilities

The Company has entered into new committed loan facilities for an initial
three-year term (with options to extend for up to a further two years) with
existing banking partners HSBC and Barclays securing £70 million of
acquisition funding to finance a portion of the consideration payable under
the Acquisition Agreement. The existing Group's RCF facilities remain in place
(with an estimated £16 million drawn at Completion and estimated cash of £15
million) and have been extended to align with the New Facilities. The New
Facilities attract an initial margin of 2.5 per cent. over SONIA based on the
initial net leverage, reducing to a 1.7 per cent. margin over SONIA as the
balance sheet is deleveraged. The New Facilities are partly repayable over the
life of the loan and may be prepaid in whole or part. The New Facilities will
rank pari passu with the existing RCF agreement. The New Facilities include
standard and customary provisions relating to mandatory and voluntary
prepayments, covenants, representations and warranties. The New Facilities
will be secured by substantially all of the assets of the Company and its
wholly owned subsidiaries and be guaranteed by 80 per cent. of the enlarged
Group excluding Optima Health Medical Assessments Limited.

The New Facilities are subject to the following covenants:

·     total net debt excluding the Bridge Facility to underlying EBITDA
ratio of 3.5 times in the 4 periods to from 30 June 2026. Reducing to 3.25
times in the following 2 periods and 3.00 times thereafter;

·     adjusted EBITDA to interest ratio of minimum 3.5 times; and

·     ratio of cash flow to debt service shall be not less than 1 times.

Principle terms of the Bridge Facility

In order to facilitate the Company being able to secure the Acquisition during
a competitive acquisition process, the Company has entered into a Bridge
Facility agreement with Deacon Street, an entity controlled by Lord Ashcroft
KCMG PC, to provide £30 million to the Company to part fund the consideration
of the Acquisition. Under the terms of the Bridge Facility agreement, the
Bridge Facility has a repayment date 3 months after it has been drawn. The
Bridge Facility was drawn at signing of the Acquisition Agreement. The Bridge
Facility is unsecured and is interest free save that in the event that the
Bridge Facility is not repaid within three months of draw down, an interest
rate of 10 per cent. per annum will apply to the amount outstanding.

It is expected that the Bridge Facility will be repaid during that period from
the net proceeds of the proposed fully underwritten Open Offer.

The Bridge Facility principal and the associated fee payable to Deacon Street
in relation to the Bridge Facility and Underwriting Commitment (details of
which are set out below) are deemed to constitute related party transactions
for the purposes of AIM Rule 13, further details are set out below.

Proposed Open Offer

In order to repay the Bridge Facility and pay transaction costs, the Company
intends to launch an underwritten open offer to raise £35 million at the
Issue Price per new ordinary share of 1 penny each in the capital of the
Company ("Ordinary Shares"). The Issue Price represents a discount of
approximately 17.8 per cent. to the closing mid-market price of 213 pence per
Ordinary Share on 13 February 2026 (being the latest practicable date prior to
this announcement).

The proposed Open Offer, expected to launch as soon as reasonably practicable
after Completion and following consultation with the Takeover Panel in respect
of Rule 9 of the Takeover Code, will be available to qualifying shareholders
of existing Ordinary Shares on the register of members of the Company on the
record date.

The Open Offer will be conducted within the Company's existing share issuance
authorities obtained at the Company Annual General Meeting on 1 September
2025. A circular to be published in relation to the Open Offer will include,
among other things: (i) further details of the Open Offer and actions to be
taken by the Company's qualifying shareholders; and (ii) a notice of general
meeting in order to seek the approval of the independent shareholders of the
Company in relation to a waiver of Rule 9 of the Takeover Code in respect of
Deacon Street's underwriting of the Open Offer.

Underwriting Commitment

Deacon Street has agreed to underwrite the Open Offer at the Issue Price. In
the unlikely event that no qualifying shareholders subscribe for shares under
the Open Offer, upon an enforcement by the Company of the Underwriting
Commitment, parties acting in concert with Deacon Street would be required to
subscribe for such number of new Ordinary Shares that would result in the
interests of Deacon Street and other entities controlled by Lord Ashcroft KCMG
PC being interested in more than 30 per cent. of the voting rights of the
Company following completion of the Open Offer.

If parties acting in concert with Deacon Street were to increase their voting
rights in the Company above 30 per cent. of the voting rights of the Company,
they would be required by Rule 9 of the Takeover Code to make a general offer
for all of the existing Ordinary Shares in the Company (not held by them). To
avoid such an outcome, approval will be sought from the Takeover Panel to
waive this requirement. Such approval would also be subject to the passing of
an ordinary resolution of the Company's independent shareholders on a poll,
the notice for which will be included in the circular to be published by the
Company as soon as practicable following Completion.

Related party transactions

The fees payable to Deacon Street in relation to the Bridge Facility and the
Underwriting Commitment are £2.5 million plus VAT ("Deacon Street Partners
Fees"). Deacon Street is an entity controlled by Lord Ashcroft KCMG PC who is
a shareholder of more than 10 per cent. of the Company's current issued share
capital. Deacon Street is considered to be a related party of the Company for
the purposes of Rule 13 of the AIM Rules for Companies (the "AIM Rules"). The
Deacon Street Partners Fees are unconditional and payable on the repayment
date of the Bridge Facility.

The Bridge Facility, the Underwriting Commitment and the Deacon Street
Partners Fees constitute related party transactions for the purpose of the AIM
Rules. The Board, who are independent of these transactions, having consulted
with the Company's nominated adviser, Panmure Liberum Limited ("Panmure
Liberum"), consider that the terms of the Bridge Facility, the Underwriting
Commitment and the Deacon Street Partners Fees are fair and reasonable in so
far as the Company's shareholders are concerned.

Enlarged Group outlook

The Directors are pleased with the progress to date against its strategic
objectives and medium-term targets, of £200 million revenue and £40 million
adjusted EBITDA. The acquisition of PAM, which proliferates and complements
its capabilities and scale, positions the enlarged Group to capitalise on its
sizeable and growing market opportunity. The Board believes there are
opportunities for operational and cost efficiencies (through alignment of
group central functions, estate footprint rationalisation and improvement, and
leveraging Optima's existing transformation and technology investment program)
which will drive achievement of the Group's medium term EBITDA target.

The person responsible for arranging for the release of this announcement on
behalf of Optima is Jonathan Thomas, Chief Executive Officer.

Enquiries

 

 Optima Health                                           +44(0) 33 0008 5113

 Jonathan Thomas, CEO                                    media@OptimaHealth.co.uk

 Heidi Giles, CFO

 Nominated Adviser and Corporate Broker

 Panmure Liberum Limited                                 +44 (0)20 3100 2000

 Emma Earl / Will Goode/ Mark Rogers

 Rupert Dearden

 Debt Advisory (sole debt adviser on the transaction):

 Dan Howlett / Ben Handler

 UK Financial PR Adviser                                 optimahealth@icrinc.com

 ICR Healthcare

 Mary-Jane Elliott / Angela Gray / Lindsey Neville

 

About Optima

Optima is the UK's leading provider of occupational health and wellbeing
services, directly influencing and improving people's lives for 25 years.
Optima's incredible team of professionals quickly and effectively encapsulate
client's needs, supporting organisations of all shapes and sizes. Through
tailored solutions and innovative systems, Optima offers unparalleled clinical
expertise to its clients. These solutions ensure that processes are simple and
allow its clients to spend more time focusing on their employees driving a
healthy, high-performing workplace. For more information visit www.optima
health.co.uk.

Disclaimer

Panmure Liberum Limited ("Panmure Liberum") which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, are acting
exclusively for Optima and for no one else in connection with the Acquisition
and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Acquisition or any other matter
referred to in this announcement, and will not be responsible to anyone other
than the Company for providing the protections afforded to their respective
clients nor for providing advice in relation to the Acquisition, or any other
matter referred to in this announcement. The responsibilities of Panmure
Liberum as the Company's nominated adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or any director, shareholder or any
other person.

Important Information

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended). Upon the publication of this announcement
via the Regulatory Information Service, this inside information is now
considered to be in the public domain.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this announcement and no such document is
required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus
Regulation") or the Public Offers and Admissions to Trading Regulations 2024
(the "POATR")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.

This announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) if in a member state of the European Economic Area
(the "EEA"), "qualified investors" within the meaning of Article 2(e) of the
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Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule
1 of the POATR who are also (i) persons having professional experience in
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professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who
fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to
whom it may otherwise be lawfully communicated (all such persons together
being "Relevant Persons").

This announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; or (ii) the United
Kingdom, by persons who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so. Any
investment or investment activity to which this announcement relates is only
available to (i) in any member state of the EEA, Qualified Investors; and (ii)
in the United Kingdom, Relevant Persons, and will only be engaged in with such
persons.

This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for any securities in the United States
or in any jurisdiction in which such offer or solicitation would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. The securities mentioned herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and may not be offered, sold, resold, delivered or
distributed, directly or indirectly, in or into United States except pursuant
to an applicable exemption from the registration requirements of the U.S.
Securities Act and in compliance with the securities laws of any state or
other jurisdiction of the United States.

The contents of this announcement have not been reviewed by any regulatory
authority in Hong Kong. You are advised to exercise caution in relation to the
Open Offer. If you are in any doubt about any of the contents of this
announcement, you should obtain independent professional advice. This
announcement does not constitute a prospectus or equivalent document and does
not constitute an offer to the public within the meaning of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong.

Certain statements in this announcement are forward-looking statements, which
include all statements other than statements of historical fact and which are
based on the Company's expectations, intentions and projections regarding the
Company's future financial condition, performance, anticipated events,
strategic initiatives, or trends, the future performance of the Company
resulting from the Acquisition and other matters that are not historical
facts. These forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect" (or the
negatives thereof) and words of similar meaning. These forward-looking
statements are not guarantees of future performance and involve known and
unknown risks, assumptions, uncertainties and other factors that could cause
the actual results of operations, financial condition, performance, liquidity
and dividend policy and the development of the industries in which Optima's
and PAM's businesses operate to differ materially from those expressed or
implied by the forward-looking statements. Undue reliance should not be placed
on such forward-looking statements. In particular, but without prejudice to
the generality of the above, no representation or warranty is given, and no
responsibility or liability is accepted, either as to the achievement or
reasonableness of any future projections, forecasts, estimates or statements
as to any prospects or future returns contained or referred to in this
announcement or in relation to the basis or assumptions underlying such
projections or forecasts. Forward-looking statements speak only as of the date
of such statements. Except as required by applicable law, Optima and Panmure
Liberum and their respective affiliates undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Results can be positively or
negatively affected by market conditions beyond the control of the Company or
any other person.

No statement in this announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

The Open Offer will be made pursuant to an exemption under the POATR or the EU
Prospectus Regulation from the requirement to produce a prospectus. This
announcement is being distributed and communicated to persons in the UK only
in circumstances to which section 21(1) of the Financial Services and Markets
Act, 2000, as amended, does not apply.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.

This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

The distribution of this announcement and any proposed offering and/or issue
of securities referred to herein in certain jurisdictions may be restricted by
law or regulation. No action has been taken by the Company that would permit
an offer of securities or possession or distribution of this announcement or
publicity material relating to securities in any jurisdiction where action for
that purpose is required, other than in the United Kingdom. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about and to observe any such restrictions. Any failure to comply
with any such restrictions may constitute a violation of the securities laws
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