On December 3 2018 Orion Health announced the share buyback offer available to Orion Health Shareholders on the terms set out in the Orion Health Share Buyback Information Booklet. The Offer is now open, following the completion of the Hg Transaction.
- Orion Health is offering to purchase Shares in Orion Health, for NZ$1.224 for each Share, payable in cash.
- Orion Health is offering to acquire 100%, 50% or 20% of Shares held by Shareholders on the Record Date (subject to Minimum Holding requirements). If you:
- accept the Offer in respect of 100% of your Shares, Orion Health will buy all of your Shares and you will no longer be a Shareholder in Orion Health;
- accept the Offer in respect of 50% of your Shares, Orion Health will buy half of your Shares and you will retain the remaining 50% of your Shares in Orion Health;
- accept the Offer in respect of 20% of your Shares, Orion Health will buy 20% of your Shares and you will retain the remaining 80% of your Shares in Orion Health; or
- do not accept the Offer, you will retain all of your current shareholding in Orion Health.
- The purpose of the Offer is to return surplus capital to Shareholders following the Hg Transaction. Shareholders can decide whether or not to continue to be invested in Orion Health and the level of their investment.
- Orion Health’s major Shareholder, McCrae Limited, will participate in the Offer in respect of 20% of its Shares. McCrae Limited’s level of ownership of Orion Health following the completion of the Offer will depend on the extent to which other Shareholders participate in the Offer but could be anywhere between 44.16% and 100%.
- In the event that McCrae Limited and its associates hold or control more than 90% of the Shares following completion of the Offer it must either proceed to compulsory acquisition, or give Shareholders the ability to sell their Shares to it. In both of those scenarios, the acquisition price may differ from the Offer price. There is no guarantee that, following completion of the Offer, that the Share price will be the same or higher than the Offer price.
The Offer closes at 7.00pm (NZ time) on 4 January 2019 (unless extended).
How to accept the Offer
- If you wish to accept the Offer in respect of your Shares, please refer to Section 9 (How to accept the Offer) of the Share Buyback Information Booklet, and complete the Buyback Acceptance Form enclosed with the Booklet and return it to the Registrar by mail, hand delivery, fax or email.
- You may complete the Buyback Acceptance Form online at www.orionhealthshareoffer.co.nz You will be required to enter your Holder Number and Entitlement Number for validation.
Payment for your Shares
If you choose to participate in respect of some or all of your Shares, you will be paid for those Shares no later than five business days following receipt by the Registrar of your duly completed Buyback Acceptance Form (either online or physically). Payments will be made to you by direct credit to the bank account number registered to your shareholding held by the Registrar or the bank account number you specify in the Buyback Acceptance Form.
A summary of taxation effects of the Offer can be found on Page 13 of the Booklet. It is general in nature and addresses at a high level certain New Zealand income tax consequences of the Offer. The summary is based on New Zealand tax law as at the date of the Booklet. Shareholders should obtain independent advice as to the taxation effects of the sale of Shares pursuant to the Offer from an appropriately qualified taxation advisor, in light of their individual circumstances.
7PM 30 November 2018
Record Date – for determining Shareholder entitlement to participate in the Offer.
3 December 2018
Announcement date and distribution of Booklet
4 January 2019
Closing Date – for Buyback Acceptance Forms for the Offer to be received by the Registrar either physically or online (unless extended by Orion Health).
This website is not an offer of financial products and the provision of this website to any person does not constitute, and may not be used for the purposes of, an offer of financial products or interests of any kind to that person or an invitation to any person to apply for the issue of financial products or interests of any kind. This website does not take into account shareholders’ individual investment objectives, financial situation or needs. You must make your own decisions and seek your own advice in this regard.
The information and recommendations contained on this website do not constitute, and should not be taken as constituting, financial product advice.
If you are in any doubt as to what you should do, you should seek advice from your financial, taxation or legal adviser before making any decision regarding the Hg Transaction and the Share Buyback.