Notice

Off-market takeover bid by Australian Clinical Labs Limited (ASX Code: ACL) to purchase all of the fully paid ordinary shares in Healius Limited (ASX code: HLS)

What's this about:
  • ASX Market
  • Clearing
  • Settlement
  • Operations
  • Market Data
  • Compliance
  • Risk
Notice reference number: 0356.23.04
Date published: 21/04/23
Effective as of: 21/04/23
Last updated: 21/04/23

This Notice is being issued to provide Participants with further information in relation to the bid and details the acceptance process through CHESS.

What do I need to do by when?

Bid Details

Bidder:

Australian Clinical Labs Limited

UIC:

11754

Registry/Agent:

Link Market Services Limited

Target Issuer:

Healius Limited

Target ASX Code:

HLS

Takeover Code/Consideration

HLS001 – 0.74 Australian Clinical Labs Limited shares for each Healius Limited share held

HLSNWH – 0.74 Australian Clinical Labs Limited shares for each Healius Limited share held (Declaration and No Withholding). The Healius shareholder(s) declare that they are either Australian tax residents or, together with their associates, do not hold, and have not held for a continuous 12-month period during the two years before acceptance, 10% or more of the Healius shares on issue from time to time

 

Offer Terms:

Offer Open Date:

21 April 2023

Offer Close Date:

7:00pm (Sydney time) on 29 September 2023 (unless extended or withdrawn)

 

CHESS will process acceptance messages until 7:00pm (Sydney time) on 29 September 2023 or in the event that the bid is extended, such other time as may be notified by bidder to the market.

The Australian Clinical Labs Limited bid is conditional and a Healius shareholder may only accept the offer in relation to all of their Healius Limited shares held at the time the acceptance is processed, unless section 11.1(j) of Australian Clinical Labs Limited’s Replacement Bidder’s Statement dated 14 April 2023 (as supplemented and replaced from time to time) applies to the shareholders.

For further information regarding the Offer, please contact Offer Information Line on 1800 882 147 (from within Australia) or +61 1800 882 147 (from outside Australia) between 8:30 am and 5.00 pm (Sydney time) Monday to Friday. 

Need more information?

Issued by

Rebecca Hayes, Equity Operations

Contact information

Rebecca Hayes
1800 814 051
chesshelp@asx.com.au

General Information

Participants should refer to Section 13 of the CHESS Procedure Guidelines for Participants and Section 14 of the ASX Settlement Operating Rules for further information concerning the processing of Takeover Acceptance Messages for a CHESS Holding of securities. Some of these issues are summarised below. 

  • A Participant must initiate acceptance of an offer by transmission of an EIS type ‘031’ message (Takeover Acceptance) where the securities in question are held in a CHESS Holding. The Participant will receive a ‘032’ message (Effected Takeover Acceptance) from CHESS in response. 
  • In addition to the electronic notification to the Participant, paper notification will be sent directly to the Holder as securities are reserved in an offer-accepted subposition. Any change to the balance of securities in subposition will generate further electronic advice to the Participant and paper advice to the Holder.
  • Where a Participant receives instructions from a Sponsored Holder, the Participant is required under the ASX Settlement Operating Rules to initiate acceptance of an offer:
  • if the Holder specifies the time when or by which the offer must be accepted, in accordance with those instructions; otherwise 
  • by End of Day on the date of receipt of instructions from the Holder. Where the offer closes on the date of receipt of instructions then prior to the close of the offer. 

Participants should therefore retain, as a minimum, a record of the date on which instructions to accept an offer are received from a Sponsored Holder.

Disclaimer