ACY
23/12/2014 09:53
SSH
NOT PRICE SENSITIVE
REL: 0953 HRS Acurity Health Group Limited
SSH: ACY: Amended SSH Notice - Royston Hospital Trust Board
Please see attached and below amended SSH notice for Royston Hospital Trust
Board.
Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To: NZX Limited
and
To: Acurity Health Group Limited
Relevant event being disclosed: A movement of 1% or more in the substantial
holding
Date of relevant event: 22 December 2014
Date this disclosure made: 23 December 2014
Date last disclosure made: 22 December 2014
Substantial product holder(s) giving disclosure
Full name(s): Royston Hospital Trust Board
Summary of substantial holding
Class of quoted voting products: Acurity Health Group Limited ordinary shares
(ACY)
Summary for: Royston Hospital Trust Board
For this disclosure,--
(a) total number held in class: 17,259,959
(b) total in class: 17,259,959
(c) total percentage held in class: 100.000%
For last disclosure,--
(a) total number held in class: 16,853,371
(b) total in class: 17,259,959
(c) total percentage held in class: 97.644%
Details of transactions and events giving rise to relevant event
On 28 July 2014, Connor Healthcare Limited (Connor), Austron Limited
(Austron) and Evolution Healthcare (NZ) Pty Ltd (Evolution) entered into a
takeover implementation deed (Implementation Deed) pursuant to which the
parties, through Connor, made a full takeover offer dated 26 August 2014
under the Takeovers Code (Offer) for all of the voting securities in Acurity
Health Group Limited (Acurity) not already held by Connor. The offer price
was $7.25 per ordinary share. A copy of the Implementation Deed was attached
to a previous event disclosure dated 28 July 2014. A copy of the Offer
document dated 26 August 2014, which sets out the conditions of the Offer,
was sent to NZX on 26 August 2014.
The Offer closed on 21 November 2014 with Connor receiving acceptances under
the Offer in respect of, in aggregate, 14,833,591 ordinary shares (Accepted
Shares) in Acurity (representing 85.942% of all of the ordinary shares in
Acurity). When taken together with the 2,019,780 Acurity ordinary shares
already held or controlled by Connor, this amounts to 97.644% of the total
voting rights in Acurity. The Accepted Shares include 773,168 ordinary
shares in Acurity held by Royston Hospital Trust Board (Royston). On 22
December 2014, Connor declared its Offer unconditional in all respects.
On 22 December 2014, Connor despatched a compulsory acquisition notice
pursuant to rule 54 of the Takeovers Code to the remaining Acurity
shareholders who did not accept the Offer. A copy of the compulsory
acquisition notice was sent to NZX on 22 December 2014. As a result, Connor
has acquired a relevant interest in the remaining 406,588 ordinary shares in
Acurity held by the Acurity shareholders who did not accept the Offer before
the closing date.
Royston has the power to exercise, or control the exercise of, the right to
vote attached to 20% or more of the securities of Austron. As described in
an earlier event disclosure dated 28 July 2014, Austron has (pursuant to the
terms of the Implementation Deed) the conditional power to acquire, or
control the acquisition of, 20% or more of the securities of Connor.
Accordingly, Austron, and therefore Royston, are deemed pursuant to section
237(c) of the Financial Markets Conduct Act 2013 to have all of the relevant
interests which Connor has. For the purposes of ensuring compliance with
that Act, the changes in the nature of those additional relevant interests
held by Austron are also detailed in this event disclosure (refer to Part B
of the "Details after relevant event" section below).
Details after relevant event
Please see attachment.
Additional information
Address(es) of substantial product holder(s): Royston Hospital Trust Board
Staples Rodway House
205 Hastings Street South
P O Box 46
Hastings 4156
Contact details: Jacqui Gray
(+64) 6 873 0420
[email protected]
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates: Austron
Limited, Connor Healthcare Limited, Medusa Limited, Anaconda Limited,
Adrienne Lady Stewart, Mark Stewart and Richard Burtt.
Certification
I, Jacqui Gray, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly
authorised to make this disclosure by all persons for whom it is made.
End CA:00259304 For:ACY Type:SSH Time:2014-12-23 09:53:27
