Induction Heal. Regulatory News (INHC)

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR") AND THE RETAINED UK LAW VERSION OF MAR PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN INDUCTION HEALTHCARE GROUP PLC IN ANY JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT.

21 May 2021

Induction Healthcare Group PLC

("Induction", the "Company", or the "Group")

Proposed Acquisition of Attend Anywhere Pty Ltd

Proposed Placing to Raise £25.0 million

Induction (AIM: INHC), a leading virtual care platform driving digital transformation of healthcare systems worldwide, is pleased to announce that it has conditionally agreed to acquire Attend Anywhere Pty Ltd ("Attend Anywhere"), a private Australian-based video consultation provider in the UK. The Acquisition (which comprises the acquisition of shares in Attend Anywhere together with the acquisition of A.C.N. 167 231 307 Pty Ltd, a company which owns the remaining shares in Attend Anywhere) will result in Induction owning the whole issued share capital of Attend Anywhere.

The consideration for the Acquisition comprises £15,560,000 in cash plus an amount equal to Attend Anywhere's net assets at completion of the Acquisition as calculated in accordance with the SPA (estimated to be approximately £800,000) and the issue of 14,285,714 new Ordinary Shares (the "Consideration Shares"). Further details are set out below.

As part of the transaction, Induction also announces that N+1 Singer has coordinated the Placing to raise £25 million (before expenses) by way of the issue of 35,714,285 new Ordinary Shares at the Placing Price of 70 pence each. Beech Hill is acting as US Placing Agent. Part of the proceeds of the Placing will be used to fund the Cash Consideration in respect of the Acquisition and the remainder will be used to provide the Group with additional working capital.

Acquisition highlights

· Acquisition of what the Induction Board considers to be a UK market leader in video consultation in secondary care with strong NHS footprint;

· the Acquisition creates a virtual care platform of scale used by over 200k patients;

· the enlarged group has £9.5m in contracted revenue for FY22, with over 80% recurring revenues;

· the Acquisition will facilitate cross selling and enhanced product offering opportunities, as set out below;

· the Board believes that the Acquisition will accelerate the Group's transition to profitability;

· the Acquisition is expected to offer the potential for cross-selling and to access into new UK andinternational markets;

· the Placing strengthens balance sheet and provides funding to drive continued growth; and

· following completion of the Acquisition, Chris Ryan, Attend Anywhere's CEO, will join the Company's executive management team and will hold 11,002,445 Ordinary Shares.

James Balmain, Induction Joint CEO, said:

"The acquisition of Attend Anywhere is a compelling opportunity in our journey to provide a comprehensive virtual care platform for hospitals, doctors and patients. Attend Anywhere extends our existing product set with a mature video consultation platform already being widely used by NHS hospitals across the UK. Critically, it will also deliver Attend Anywhere customers an even higher standard of user support, technical resilience and customer service, via our existing UK based infrastructure.

Induction products will cover not only pre-treatment patient support (including digital correspondence, appointment booking and remote triage) but also the full range of in-person, telephone and live-video consultations. This will help our NHS hospital customers provide maximum flexibility when addressing the daunting challenge of current secondary care waiting lists. We are very excited about our combined offering and the opportunity we have to make life easier for clinical teams and patients by supporting the NHS's ongoing digital transformation initiatives."

Hugo Stephenson, Induction Joint CEO, added:

"I am delighted to welcome Attend Anywhere CEO Chris Ryan and his team to be part of the exciting future for Induction as we work together to create an all-encompassing virtual care platform that can be used at scale so that our healthcare systems can work better. Coming together provides us with a strong market position in a significant area of growth and investment. It also gives the enlarged Group good forward visibility, with £9.5m in contracted revenue for our current financial year ending March 2022.

"We are very pleased with the support from existing and new investors and we look forward to updating shareholders as we deliver on our integration plan and growth strategy. We are particularly excited about taking a UK platform, used at scale, and exploring its potential in new markets that look to the UK as a digital exemplar, and face similar challenges dealing with long waiting lists and limited space for seeing patients as healthcare systems try to open up after vaccination roll-outs."

Chris Ryan, Attend Anywhere CEO said:

"The Attend Anywhere model for mainstream, business-as-usual video call access to health services has been proven at scale. We see a great many synergies with the Induction team, its ethos, products and services. This includes accelerating the development of integrated solutions and services that underpin modern health care delivery, and expanding our operational capabilities and footprint in the UK and in Europe as well as Australia, Asia and elsewhere."

The above highlights and the summary announcement should be read in conjunction with the full text of the announcement below. A circular in connection with the Acquisition and containing details of the Placing, is expected to be posted to Shareholders later today (the "Circular"). Capitalised terms in this announcement are defined as set out at the end of this announcement. The Circular will be available on the Company's website, https://inductionhealthcare.com

Information about Attend Anywhere

The Directors consider Attend Anywhere to be the leader in video consultations in the UK secondary care market, holding national contracts with NHS Scotland, NHS Wales and the HSE in Ireland, alongside a number of regional contracts in England. Attend Anywhere's proprietary technology, allows users to easily access and use the video service via a common browser, without the need for plug-ins or downloading a native app. The business is based in Melbourne, Australia, and was established in 1998 by Chris Ryan.

The unaudited financial statements of Attend Anywhere for its financial year ended 30 June 2020 showed revenue of £4.6 million and an EBITDA loss of £0.1 million. Following its success with a national contract with NHS Scotland, Attend Anywhere won a £4.85 million national contract with NHS England in the first calendar quarter of 2020, which was quickly followed by a further national contract with NHS Wales. The pro forma summary unaudited management accounts of Attend Anywhere for the 12 months ended 31 March 2021 showed revenue of £9.7 million and EBITDA of £3.3 million.

Strategic Rationale for the Acquisition and the Placing

The Company's strategy is to build a leading and future-forward integrated virtual care platform, incorporating patient onboarding, clinical guidelines, digital communications, online appointment management and, via the acquisition of Attend Anywhere, video consultations. While the current focus is on secondary care, there is scope to migrate into allied care settings, such as primary care, mental health and community care.

The Board considers Attend Anywhere to be a clear strategic fit with Induction and believes the Acquisition will provide a number of commercial, operational and financial benefits, which are expected to create value for Shareholders. In particular:

· the Board considers Attend Anywhere to be the UK market leader in video consultation in secondary care;

· Attend Anywhere has contracts with NHS bodies in the UK and Ireland;

· the Acquisition brings immediate scale and critical mass to Induction;

· the Acquisition will facilitate cross selling and enhanced product offering opportunities, as set out below;

· over 80% of the Group's revenues are anticipated to be recurring;

· Attend Anywhere rounds out the Group's platform offering;

· the Board does not envisage significant integration costs arising from the Acquisition;

· the Board believes that the Acquisition will accelerate the Group's transition to profitability; and

· the Acquisition is expected to offer the potential to access new, UK and international markets.

Once the Acquisition is completed, the Company intends to launch a new product offering, combining Attend Anywhere's platform with Induction's existing offerings, particularly Induction Zesty and Induction Switch. Induction Zesty is a leading patient portal, used by more than 240,000 patients to manage their hospital care, and Induction Switch is a widely embedded UK healthcare collaboration app, used by the majority of hospital doctors within the NHS.

Current Trading & Prospects

The Group experienced strong momentum in sales and annual recurring revenue run-rate during the recently ended financial year ended 31 March 2021. Having recorded revenues of £582,000 for the six months ended 30 September 2020, the Board expects the Group to report for the financial year ended 31 March 2021 revenues of approximately £1.5 million, albeit this is subject to audit. This momentum has continued into the current financial year, with a number of new contract wins already announced and further contractual negotiations in progress which the Board expects will result in contracts being signed in the near term.

Attend Anywhere has recently agreed the renewal of national contracts with NHS Scotland, with a prospective aggregate value of £2.1 million for the year to end 31 March 2022. In England, contracts are no longer with NHS England as procurement there has moved to a regional model. As the incumbent provider, Attend Anywhere has secured the renewal of over 65 per cent. of these contracts with a prospective value of £7.6 million for the year ending 31 March 2022. For context, Attend Anywhere's contract with NHS England for 2020 / 21 had a value of £4.85 million. The Board expects that Attend Anywhere will renew contracts with NHS Wales and HSE in Ireland over the coming months.

Following the Acquisition, the Group is expected to have secured £9.5 million in contracted revenues for the financial year ending 31 March 2022 and the Board expects that the Group will break even on an EBITDA basis in early FY23. In addition, the Board expects that in the following financial year - ending 31 March 2023 - the Group will be EBITDA positive and, importantly, will become self-funding. The Board believes that the proceeds of the Placing retained by the Company (and not used in connection with the Acquisition) will be sufficient to deliver the Group to this position without recourse to additional funding for working capital purposes.

In the Board's view, the COVID pandemic highlighted the shortcomings of the outpatient model in secondary care and accelerated the transition to virtual care models that was already underway. It is likely that, in the future, care will be delivered by a mix of in-person and virtual care, with a requirement for greater flexibility and efficiency in managing patients. The Board is firmly of the view that Induction, post the acquisition of Attend Anywhere, is ideally placed to establish a market leading position both in the UK and, in due course, international markets.

Details of the Acquisition

On 21 May 2021 (Melbourne, Australia), the Company entered into a conditional share purchase agreement (the "SPA") pursuant to which the Company agreed to purchase the share capital of Attend Anywhere for a consideration payable upon completion to comprise (1) £15,560,000 in cash (2) plus an amount equal to Attend Anywhere's net assets at completion of the Acquisition as calculated in accordance with the SPA (estimated to be approximately £800,000) and (3) the issue of 14,285,714 Consideration Shares (credited as fully paid) (having a value equivalent to £10 million at the Placing Price). The Consideration Shares will, when issued, represent approximately 15.52 per cent. of the Enlarged Share Capital. The Consideration Shares will rank pari passu with the Existing Ordinary Shares in the Company.

The issue of the Consideration Shares is conditional, inter alia, upon the approval by Shareholders of the Resolutions to be proposed at the General Meeting convened for 7 June 2021. The Directors believe that the combination of the payment in cash of £15,560,000 plus the net assets payment (which will be paid in cash), which is proposed to be funded from the proceeds of the Placing, together with the proposed issue of the Consideration Shares to the Sellers is the most appropriate method of funding the Acquisition at the present time.

The shares which are the subject of the Acquisition will be fully paid and free from any pre-emption right, conversion right, option, mortgage, charge, pledge, lien, hypothecation, security interest, retention of title or other encumbrance of any kind and together with all the rights attaching to those shares. The SPA and any dispute or claim arising out of, or in connection with it (including non-contractual disputes or claims) are governed by and construed in accordance with laws of the State of Victoria, Australia. The courts of the State of Victoria, Australia are to have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of the SPA.

Completion of the Acquisition is dependent, inter alia, upon:

· the despatch by the Company of the Circular to shareholders (which is expected to happen later today) and the passing of the Resolutions at the General Meeting;

· application having been made by or on behalf of the Company for Admission of the Placing Shares; and

· the Admission of the Placing Shares.

If these conditions are not satisfied by at least 8 business days prior to 30 June 2021, then either the Company or the Sellers may, in each case in their absolute discretion, terminate the SPA by notice in writing to the other.

The Board strongly believes that the Acquisition and the Placing are in the best interests of the Company and its Shareholders as a whole. The Board believes that if the Resolutions are not passed at the General Meeting, and so the Acquisition and the Placing do not proceed, then, in light of the cash resources currently available to the Company, the Company will be required to seek further funding during the next 3 months. There is no certainty that such further funding will be available to the Company, nor as to the terms on which it might be available. The Board therefore emphasises its recommendation that Shareholders vote in favour of the Resolutions at the General Meeting, as all those Directors and members of the executive management team who hold Ordinary Shares intend to do.

The SPA contains certain customary warranties and tax indemnities given by the Sellers in relation to Attend Anywhere and its business, subject to agreed limitations. Pursuant to the SPA, the Company has also given certain warranties to the Sellers in relation to the Group and its business, subject to agreed limitations.

On completion of the Acquisition, Attend Anywhere will become a wholly owned subsidiary of the Company.

Chris Ryan has agreed to continue in the business to assist with the integration of Attend Anywhere and advise on product and marketing developments. Chris will also become an observer at meetings of the Board. Following completion of the Acquisition, Chris will hold 11,002,445 Ordinary Shares, representing 11.95 per cent. of the Enlarged Share Capital.

Details of the Placing

N+1 Singer is acting as nominated adviser, broker and placing agent in connection with the Placing. Beech Hill is acting as US placing agent.

Under the terms of the Placing, N+1 Singer and Beech Hill have conditionally placed 35,714,285 Placing Shares at the Placing Price with existing and new investors, raising gross proceeds of approximately £25 million.

The Placing is not conditional on completion of the SPA. However, the Sellers are obliged under the SPA and related documentation to deliver executed and undated originals of all of the documents required to be delivered to complete the SPA to the Company's solicitors, as escrow agent, on a non-discretionary and unconditional basis before the General Meeting. The Sellers' signatures to the documents delivered under the SPA and related documentation shall be automatically released from escrow and dated immediately upon receipt by the Sellers' solicitors of the completion payment due under the SPA, which payment shall be transferred from N+1 Singer to the Sellers' solicitors out of the proceeds of the Placing.

Certain of the Directors have participated in the Placing, as shown below:

* Excludes the 7,152,600 Ordinary Shares which are held by Blue Muse Investments Pty Ltd, as trustee of The Blue Muse Trust (a trust which was established by Hugo Stephenson's mother and of which close relatives and friends of Hugo Stephenson are beneficiaries).

In addition, Olly Drake, Chief Financial Officer, and Alison Talbot, General Counsel and Company Secretary, have also participated in the Placing, as shown below:

On 20 May 2021, the Company, N+1 Singer and Beech Hill entered into the Placing Agreement pursuant to which N+1 Singer and Beech Hill agreed, subject to certain conditions, to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten.

The Placing Agreement contains provisions entitling N+1 Singer to terminate the Placing (and the arrangements associated with it), at any time prior to Admission in certain circumstances. If this right is exercised, the Placing will lapse, any monies received in respect of the Placing will be returned to the applicants without interest and Admission will not occur.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares following Admission. It is expected that such Admission of the Placing Shares will become effective and that dealings on AIM will commence at 8.00 a.m. on 8 June 2021 and that Admission of the Consideration Shares will become effective and that dealings on AIM will commence at 8.00 a.m. on 10 June 2021.

Lock in Agreements

Each of the Sellers have, pursuant to lock-in agreements, undertaken to the Company and N+1 Singer not to dispose of any interests in their respective Consideration Shares for 12 months following Admission and thereafter, for the subsequent 12 month period, any disposals of interests in their respective Consideration Shares are subject to an orderly dealing requirement.

The lock-in agreements contain customary exceptions on disposal of the Consideration Shares including, inter alia, a transfer pursuant to acceptance of a takeover offer and a transfer to a family member.

EXPECTED TIMETABLE

TRANSACTION STATISTICS*

1In addition the Sellers will be entitled to extract from Attend Anywhere a pre-Completion dividend of AUS$4,489,105. This is not consideration payable by the Company.

* These figures set out the maximum number of Placing Shares and Consideration issuable on the assumption that (i) all relevant Resolutions are passed, (ii) the Acquisition completes in accordance with the terms set out in the Circular and (iii) no other Ordinary Shares are issued by the Company prior to Admission.

-ENDS-

ENQUIRIES

About Induction -  https://inductionhealthcare.com

Induction (AIM: INHC) is a leading virtual care platform driving digital transformation of healthcare systems worldwide. Induction solutions enhance the investments hospitals have made and lay the foundation for their future. Our products can enable information share between busy doctors, alleviate operational burdens on hospitals or put patients in better control of their care, all while ensuring the highest standards of clinical safety and information security. We unchain staff and patients from the limitations of paper-based and desktop systems, creating massive time and cost efficiencies.

More than 225,000 hospital doctors across multiple territories, including the UK, Ireland, Australia and South Africa, as well as a rapidly growing number of more than 220,000 UK patients, choose Induction solutions.

Induction Switch is the number one healthcare collaboration app in the UK, used by the majority of hospital doctors within the NHS. The app helps to increase productivity and enhance communication by securely sharing phone numbers and bleeps, bookmarks, documents and messages in a clinical setting.

Induction Guidance provides medical organisations, including most hospital trusts within the NHS, with the ability to collaboratively create, edit, and publish their own local medical guidelines in a secure and locally administrated environment. This increases knowledge of, and adherence to, guidance.

Induction Zesty is a market-leading digital platform for patients visiting hospitals. The platform allows patients to book and access their appointments, read their clinical letters, store a copy of their clinical record and provide data to their care teams remotely. It is not just a compelling patient experience, but also delivers significant cost benefits to hospitals.

Induction HealthStream is a proprietary data integration platform that reads and writes patient demographic, appointment and clinical record data between a growing number of hospital EHR systems and the Induction platforms. This connectivity between stakeholders and legacy IT systems adds substantial value to pre-existing health IT investment and allows large-scale adoption of Induction app-based services.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

1ACN owns 135 ordinary shares in the capital of Attend Anywhere which, together with the shares in Attend Anywhere referred to at (i) in this definition of "Acquisition", comprise the whole issued share capital of Attend Anywhere.

IMPORTANT INFORMATION

This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia), Australia, Canada, New Zealand, the Republic of South Africa, Japan, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada, New Zealand, the Republic of South Africa, Japan, or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States of America, and may not be offered or sold, directly or indirectly, in or into the United States of America except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States of America. No public offer of securities in the United States of America.

N+1 Singer, which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as nominated adviser to the Company for the purposes of the AIM Rules. N+1 Singer is not acting for any other person in connection with the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer or for giving advice in relation to the matters referred to in this document. N+1 Singer has not authorised the contents of this document for any purpose and, without limiting the statutory rights of any person to whom this document is issued, no representation or warranty, express or implied, is made by N+1 Singer as to any of the contents or the completeness of this document and N+1 Singer does not accept responsibility for this document and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this document.

Beech Hill is acting as US placing agent to the Company and is not acting for any other person in connection with the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beech Hill or for giving advice in relation to the matters referred to in this document. Beech Hill has not authorised the contents of this document for any purpose and, without limiting the statutory rights of any person to whom this document is issued, no representation or warranty, express or implied, is made by Beech Hill as to any of the contents or the completeness of this document and Beech Hill does not accept responsibility for this document and accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this document.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and neither N+1 Singer nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, N+1 Singer will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.