Quindell PLC Acquisition of remaining 50.1% of PT Healthcare (4959Y)
September 09 2015 - 2:01AM
UK Regulatory
TIDMQPP
RNS Number : 4959Y
Quindell PLC
09 September 2015
9 September 2015
Quindell Plc
("Quindell" or the "Company" or the "Group")
Acquisition of the remaining 50.1% of PT Healthcare Solutions
Corporation
Quindell Plc (AIM:QPP.L) announces that it has today agreed to
acquire the remaining 50.1% stake that it does not already own in
PT Healthcare Solutions Corporation ("PT Health") in consideration
for the issue of 9,466,666 ordinary shares of 15 pence each in the
Company ("Ordinary Shares") (the "Acquisition").
Background
PT Health is a leading provider of physiotherapy and
rehabilitation services in Canada, with close to 100 owned clinics
and an established network of 150 additional locations which
provides complete national coverage. Historically, PT Health
generated business from General Practioner referrals and government
funded walk-in patients. However, since becoming part of the Group,
its focus has shifted to the insurance referral model which yields
higher margin recurring revenues from road traffic accident injured
insurance customers, and to recurring revenues from Preferred
Provider Networks for large national employers under their extended
healthcare benefits programs.
On 26 September 2013, the Company announced that it had acquired
a 26% interest in PT Health in consideration for the issue of
2,103,418 Ordinary Shares. In addition, the Company announced that
it had agreed a put and call option (the "Option") with the vendors
of PT Health, enabling Quindell to acquire the remaining 74% of PT
Health subject to certain conditions.
Following a variation of the Option, the Company announced on 31
March 2014 that it had acquired a further 23.9% stake in PT Health
in consideration for the issue of 6,666,666 Ordinary Shares.
For the period from 1 April 2014 to 31 December 2014, PT Health
reported revenue of CDN$38.7 million (GBP19.1 million), a net loss
of CDN$20.7 million (GBP10.2 million), a loss adjusted for
non-recurring items and before tax of CDN$2.8 million (GBP1.4
million) and net assets of CDN$41.8 million (GBP20.6 million).
Transaction
Pursuant to the Option, the Group is to acquire the remaining
50.1% of PT Health, the terms of which have now been agreed and are
detailed in an arrangement agreement (the "Arrangement Agreement").
Under the terms of the Arrangement Agreement, Quindell will issue
9,466,666 Ordinary Shares in consideration for the Acquisition.
The Acquisition is to be effected pursuant to an arrangement
under the Canada Business Corporations Act. Completion of the
Acquisition is subject to customary closing conditions, including
court approval of the arrangement, approval of two-thirds of the
votes cast by the holders of PT Health common shares at a special
meeting of shareholders to be called to consider the arrangement,
and applicable regulatory approval. Following a review and analysis
of the proposed transaction, the PT Health board has unanimously
approved the transaction and recommends that PT Health's common
shareholders vote in favour of the arrangement. In addition, all of
the directors and executive officers of PT Health have signed
agreements to vote their shares in favour of the transaction. The
Acquisition is scheduled to close in mid-October 2015.
PT Health is deemed to be a related party of the Company for the
purposes of the AIM Rules, and is a party to the Arrangement
Agreement. The directors of the Company consider, having consulted
with Peel Hunt LLP in its capacity as the Company's nominated
adviser, that the terms of the transaction are fair and reasonable
insofar as its shareholders are concerned.
PT Health is currently treated as a subsidiary of the Group and
consolidated into the Group's accounts. Post completion of the
Acquisition, PT Health will become a wholly owned subsidiary of
Quindell.
Completion of the Acquisition is expected to take place in
mid-October 2015 and application will be made for the 9,466,666
Ordinary Shares to be admitted to AIM in due course.
For further information:
Quindell Plc Tel: 01489 864 200
Indro Mukerjee, Chief Executive Officer
Stephen Joseph, Head of Investor Relations
Tulchan Communications Tel: 020 7353 4200
Victoria Huxster
Peel Hunt LLP, Nominated Adviser and Tel: 020 74188900
broker
Dan Webster
This information is provided by RNS
The company news service from the London Stock Exchange
END
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