Amala Foods
Plc
(the
"Company")
Transaction
Update
Amala Foods Plc (LON: DISH) is
pleased to update the market further on the progress of the Reverse
Takeover process ("the Transaction") following the previous update
on 24 September 2024.
The Company has now signed a Share
Purchase Agreement ("SPA") with Healthcare Medical Plus Pte Ltd
("HMP"). Upon readmission, the selling shareholders of
HMP will receive a total share consideration of £8 million that will be disbursed in two tranches each of £4
million with the second tranche conditional upon the target
business achieving an EBITDA of USD 1 million by the March
2028. The Transaction, if successful, is expected to value
the shell at approximately £2.5 million prior to any associated
Placing associated with the Transaction.
The Company continues to engage with
the Financial Conduct Authority (FCA) in respect of the approval of
its prospectus and all also progress other work streams related to
the Transaction and the development of the target
business.
The Company announced previously on
10 July 2024 that its target company is a newly formed healthcare
group, Healthcare Medical Plus Pte Ltd, a holding company domiciled
in Singapore. HMP has three subsidiaries in the Philippines
as follows:
·
Dialysis Care Plus Inc (100% owned by HMP) - a
company that is building dialysis centres in the
Philippines.
·
VidaHealth Inc (70% owned by HMP with the further
30% held by the joint venture party) - a diagnostic and medical
centre that is in the final stages of construction and is expected
to open before the end of the year. The group have an option
to build a further 50 centres pursuant to an existing joint venture
arrangement.
·
TopHealth Medical Clinics Inc ("TopHealth") (50%
owned by HMP with further 50% held by management) - the group
initially acquired a 40% interest in TopHealth, a diagnostic and
medical centre that has been successfully operating since
2009. Annual revenues having been growing consistently over
this period. Current audited financial statements show
revenue for 2023 was circa £900,000 and the
Company is profitable.
HMP has, to date, been funded by its
founders and associates.
TopHealth has recently expanded and
opened a second location that offer additional medical and
healthcare services.
The Philippines has previously
enacted legislation called The Universal Healthcare Act of
2019. This legislation resulted in the automatic enrolment of
citizens in the Philippine Health Insurance Corporation
("PhilHealth") that entitles all citizens to insurance coverage and
comprehensive outpatient services. The annual coverage of
dialysis services and diagnostics services has been increasing
under PhilHealth so that it now covers dialysis patients for up to
156 dialysis sessions per year. The Company believes that the
coverage provided by PhilHealth will underpin strong growth in the
Philippine healthcare sector over the coming years. On 11
September 2024 the Secretary of the Department of Health and the
chair of PhilHealth announced increasing the coverage of dialysis
treatments by over 50% from P4,000 (USD 72) to P6,350 (USD114) per
treatment.
Transaction Update
Although the Company continues to
progress the Transaction with the FCA it has taken longer than
anticipated to complete the financial workstreams particularly as
the scope of that work was expanded to include TopHealth business
which has a more developed trading history. PKF Philippines
audited TopHealth business for the 3 most recent complete years
under Philippine Reporting Standards. PKF Philippines has
undertaken some topup audit work in order that the reporting
standards for the Transaction would be compliant under
International Financial Reporting Standards. The process of
reviewing this topup audit work is underway by the Reporting
Accountant. Upon satisfactory completion of the audit and
review work, the already substantially completed prospectus can be
updated. The Company is confident that readmission can be
achieved in the period shortly after the new year.
Whilst the Directors are confident
that the Transaction will complete, it remains subject to
regulatory approval (including the FCA and the Takeover Panel) and
therefore as is normal with these types of transaction there can be
no guarantee as to whether or when the Transaction will
complete. The Directors will provide further updates to the
market in due course. Furthermore, the Company expects to
publish its Half Yearly Financial Report for the period to the end
of September 2024 prior to the end of the year. Upon
publication of the Half Yearly Financial Report and the successful
completion of the audit review work, the accounts of both the shell
and the target will require no further updates prior to the end of
March 2025.
The Directors would like to thank
its shareholders and its investors for their continued patience as
the Board continue to strive to achieve a successful outcome for
all shareholders and stakeholders. Consistent with the past
few years, the Directors continue to neither receive nor accrue any
remuneration.
Enquiries:
Jonathan Morley-Kirk, Non-Executive
Chairman
jmk@bluebirdmv.com
