Zenitas Healthcare Limited (ACN 009 074 588)

152 Pages·2016·2.65 MB·English

Zenitas Healthcare Limited (ACN 009 074 588)
SUPPLEMENTARY PROSPECTUS
Introduction and Important Notice
This document is a supplementary prospectus dated 24 November 2016 and was lodged with the Australian
Securities and Investment Commission (ASIC) on that date (Supplementary Prospectus). Neither ASIC nor
ASX take any responsibility for the contents of this Supplementary Prospectus.
This Supplementary Prospectus supplements, and must be read together with, the prospectus dated 15 November 2016
(Prospectus) issued by BGD Corporation Ltd (ACN 009 074 588) (to be renamed Zenitas Healthcare Limited) (Zenitas).
Unless otherwise indicated, terms defined and used in the Prospectus have the same meaning in this Supplementary
Prospectus. To the extent of any inconsistency between the Prospectus and this Supplementary Prospectus, this
Supplementary Prospectus will prevail.
This Supplementary Prospectus and the Prospectus are important documents that should be read in their entirety.
If you have any questions about the Shares being offered under the Prospectus or any other matter, you should
consult your professional advisers.
The directors believe that the contents of this Supplementary Prospectus are not materially adverse from the point
of view of an investor.
Applications for Shares may only be made on an Application Form that is attached to or accompanying this
Supplementary Prospectus. A person must not pass on a copy of the Application Form unless it is accompanied
by a complete copy of the Prospectus and this Supplementary Prospectus.
Purpose of this Supplementary Prospectus
The purpose of this Supplementary Prospectus is to update:
• Sections 6.5.3 and 6.5.4 of the Prospectus by providing further information in Section 1 below about director
interests previously obtained in Zenitas’ acquisition of its Existing Business and available in connection with
the acquisition of the MMG Remaining Clinics by Zenitas; and
• Section 10.9 by providing further information in Section 2 below about Zenitas’ ownership of HNA following
completion of the HNA Acquisition Agreement.
Section 1 MMG Sale Deed Update
On 11 November 2015 BGDMC entered into an agreement to acquire Zenitas’ Existing Business from the MMG
Vendors (MMG Sale Deed). Entities associated with Todd Cameron and Jeremy Kirkwood, who are directors of
Zenitas, have received or will receive, as unit holders in each of the vendors under the MMG Sale Deed and MMG
Option Deeds, respectively, 45% and 25% of the following sale proceeds payable under the those agreements:
• the initial payment of $4.878m comprising $1.634m in cash and the balance in Shares having value of $3.244m
at the time, based on the prevailing offer price under Zenitas’ Replacement Prospectus dated 13 January 2016,
such cash proceeds and Shares having already been paid and issued to the directors or their related entities on
or about 6 April 2016;
• an earn out referable to the maintainable EBIT of Zenitas’ Existing Businesses for the calendar year ending
31 December 2016, which is forecast to be $0.9m, as disclosed in section 8.5;
• a cash payment of $500,000 which has already been paid as consideration for the issue of the MMG Options
to acquire certain MMG Remaining Clinics; and
• if any MMG Option Deeds are exercised by Zenitas (in respect of which neither interested director will vote),
the consideration payable as described in section 8.6, which is a multiple of earnings of those MMG Remaining
Clinics across the 2017 and 2018 calendar years, which cannot currently be determined with certainty.
The Board considers that the MMG Sale Deed is on arm’s length, commercial terms. Shareholders approved the
acquisition of the Zenitas’ Existing Business, as a substantial change to the nature and scale of Zenitas’ activities,
at Zenitas’ extraordinary general meeting on 7 January 2016, including full particulars of all the payments described
above. The Board considers any risk associated with the payment of the earn out described above to be minimal,
as such payment aligns Dr Todd Cameron’s and Jeremy Kirkwood’s interests with those of Zenitas.
Zenitas Healthcare Limited – Supplementary Prospectus
This Supplementary Prospectus is intended to be read with the Prospectus dated 15 November 2016
issued by BGD Corporation Ltd (ACN 009 074 588) (to be renamed Zenitas Healthcare Limited)
Zenitas Healthcare Limited Prospectus i
Section 2 Update Regarding Zenitas’ Ownership Of Hna
Under the HNA Sale Agreement Zenitas’ wholly owned subsidiary Zenitas HNA Pty Ltd (ACN 615 300 966) (Zenitas
HNA), will acquire the controlling majority interest in each of the HNA Trusts held by the vendors. As each HNA Trust
operates a number of clinics, the HNA Trusts have issued different classes of units which give the holders of units
in each class of units a beneficial interest in a specific underlying clinic and a right to receive distributions from the
profit of that clinic.
Following completion of the HNA Sale Agreement, Zenitas will own between 50% and 100% of all the units in
each class of units issued by the HNA Trusts. The holders of the minority interests (referred to as non-controlling
interests) in each Trust are managers and healthcare professionals providing services at the clinic to which the
class of units they hold relate (see section 10.4 for more details about minority unitholder rights).
In addition, the existing trustees of the HNA Trusts will be replaced by Zenitas’ wholly owned subsidiary Zenitas
HNA Trusco Pty Ltd (ACN 615 300 975) (see section 8.3 for further information).
In respect of the 30 HNA clinics referred to on page 7 of the Prospectus, the table below sets out the number of
clinics having minority (“non-controlling”) ownership interests in each of the noted ranges (0-10%, 11-30% and
31-50%) and the corresponding aggregate Operating EBITDA that the clinics in each range (before deducting
Operating EBITDA attributable to non-controlling interests holders) are forecast to contribute to the Group’s
pro-forma forecast FY17 Operating EBITDA.
Overview of Allied Health segment non-controlling interest ownership
Pro forma
forecast
($m) % of total
Number
Notes of Clinics FY17 FY17
Operating EBITDA from clinics with
non-controlling interest between 0% and 10% 1 10 0.8 15%
Operating EBITDA from clinics with
non-controlling interest between 11% and 30% 1 13 2.2 43%
Operating EBITDA from clinics with
non-controlling interest between 31% and 50% 1 7 1.1 22%
Sub-total 2 30 4.1 81%
Operating EBITDA from remaining
Allied Health segment businesses 3 1.0 19%
Allied Health segment Operating EBITDA 3 33 5.1 100%
Operating EBITDA attributable
to non-controlling interests 4 1.6 32%
Notes:
1. Clinic-level non-controlling interest ownership structure as described in footnote 81 on page 48 of the Prospectus.
2. Each clinic has been allocated a proportional share of business unit support function costs based on Operating EBITDA contribution.
3. Allied Health segment pro forma Operating EBITDA as disclosed in Table 19 on page 58 of the Prospectus.
4. Operating EBITDA of the Allied Health segment attributable to non-controlling interests, as described in Section 4.2.3 of the
Prospectus. $1.6m (or 32%) of FY17 pro forma Operating EBITDA in the Allied Health segment is forecast to be attributable
to non-controlling interests, with the remaining $3.5m attributable to units beneficially controlled by Zenitas.
Section 3 Directors’ Authorisation
This Supplementary Prospectus is issued by Zenitas and its issue has been authorised by a resolution of the
Directors. In accordance with Section 720, each Director has consented to the lodgement of this Supplementary
Prospectus with ASIC and has not withdrawn that consent.
Dated: 24 November 2016
Shane Tanner
Director
For and on behalf of BGD Corporation Ltd
Please note that all other details in relation to the Prospectus remain unchanged.
Zenitas Healthcare Limited – Supplementary Prospectus
This Supplementary Prospectus is intended to be read with the Prospectus dated 15 November 2016
issued by BGD Corporation Ltd (ACN 009 074 588) (to be renamed Zenitas Healthcare Limited)
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ZENITAS HEALTHCARE LIMITED
Prospectus
ACN 009 074 588
For BGD Corporation Ltd’s (ACN 009 074 588)
(to be renamed Zenitas Healthcare Limited)
offer of 30.0 million Shares at an Offer Price
of $1.00 per Share to raise $30.0 million
(the ‘Cash Offer’) and its Vendor Consideration
and HNA Personnel Offer
JOINT LEAD MANAGERS
AND UNDERWRITERS
Important information carefully consider these risks in light of your by contacting the Zenitas Offer information
investment objectives, financial situation line on 1300 420 177 or [phone]
This document is important and should be and particular needs (including financial and from 9:00am until 5:00pm (AEDT) Monday
read in its entirety. tax issues) and seek professional guidance to Friday until the Closing Date.
The Shares offered under this from your stockbroker, solicitor, accountant, Applications under the Offer may only be
Prospectus should be considered a highly financial advisor or other independent made on paper copies of the Application
speculative investment. professional advisor before deciding whether Form attached to or accompanying this
to invest in the Shares. Some of the key Prospectus. The Application Form included in
If you are in any doubt as to whether risk factors that should be considered by this Prospectus may only be distributed if it
to subscribe you should consult your prospective investors are set out in Section 5. is included in, or accompanied by, a complete
accountant, solicitor, stockbroker or other You should also consider the best estimate and unaltered copy of this Prospectus. The
professional advisor. assumptions underlying the Forecast Financial Application Form contains a declaration
Offer Information set out in Sections 4 and 9 and that the Applicant has personally received
the risk factors set out in section 5 that could the complete and unaltered Prospectus
The Offer contained in this Prospectus is affect the Company’s business, financial prior to completing the Application Form.
an invitation for you to apply for fully paid condition and results of operations. The Corporations Act prohibits any person
ordinary shares (Shares) in BGD Corporation
from passing an Application Form to any
Ltd (ACN 009 074 588) (to be renamed Exposure Period
other person unless it is attached to, or
Zenitas Healthcare Limited, if approved by The Corporations Act prohibits the Company accompanied by, a complete and unaltered
Shareholders) (Zenitas or the Company). from processing applications to subscribe hard or electronic copy of this Prospectus.
for, or acquire, Shares offered under this The Company reserves the right not to accept
Issuer Prospectus (Applications) in the seven day an Application Form from any person if it has
This Prospectus is issued by the Company. period after lodgement of this Prospectus reason to believe that when that person was
with ASIC (Exposure Period). This Exposure given the Application Form, that person was
Lodgement and re-quotation Period may be extended by ASIC by up to not provided with a complete and unaltered
of Shares a further seven days. The purpose of the copy of this Prospectus and any relevant
This Prospectus is dated 15 November 2016 Exposure Period is to enable this Prospectus supplementary or replacement Prospectus.
and was lodged with ASIC on that date. to be examined by market participants prior If you have received an Application Form for
ASIC, the ASX and their respective officers to the raising of funds. The examination may the Shares under the Offer without a complete
take no responsibility for the content of this result in the identification of deficiencies in and unaltered copy of this Prospectus,
Prospectus or the merits of the investment this Prospectus, in which case any Application please contact the Zenitas Offer information
to which this Prospectus relates. may need to be dealt with in accordance line on 1300 420 177 or [phone]
with section 724 of the Corporations Act.
The Company will submit a Re-Compliance Applications received during the Exposure from 9:00am until 5:00pm (AEDT) to
Application with the ASX within 7 days after Period will not be processed until after the arrange a printed or an electronic version
the Prospectus Date. expiry of the Exposure Period. No preference of this Prospectus free of charge.
will be conferred on any Applications received
Expiry Date Disclaimer
during the Exposure Period.
No Shares will be issued or transferred on No person is authorised to give any
the basis of this Prospectus after the Expiry During the Exposure Period, this Prospectus information or make any representation
Date, being 13 months after the date of will be made available to Australian residents, in connection with the Offer which is not
this Prospectus. without the Application Form, at the Company’s contained in this Prospectus. Any information
website: www.zenitas.com.au or representation not so contained may
The Offer is subject to conditions not be relied on as having been authorised
No offering where illegal
Completion of the Offer under this Prospectus by the Directors or any other person in
is conditional upon satisfaction of certain This Prospectus does not constitute an offer connection with the Offer. You should rely
conditions (which are set out in Section 7.4 or invitation in any place in which, or to any only on information in this Prospectus. Except
of this Prospectus). person to whom, it would not be lawful to as required by law, and only to the extent
make such an offer or invitation. No action has so required, neither the Company nor any
Re-compliance and been taken to register or qualify the Shares other person warrants or guarantees the
Shareholder approval or the Offer, or to otherwise permit a public future performance of the Company, or any
offering of the Shares in any jurisdiction return on any investment made pursuant to
This Prospectus is a re-compliance Prospectus outside Australia. The distribution of this this Prospectus.
for the purposes of satisfying the admission Prospectus (including in electronic form)
requirements of Chapters 1 and 2 of the ASX outside Australia may be restricted by law Forecasts and
Listing Rules as a result of a proposed change and persons who come into possession of forward-looking statements
to the scale of the Company’s activities this Prospectus outside Australia should seek
described in Section 7.3. advice on and observe any such restrictions. This Prospectus includes forward-looking
statements including, without limitation,
A Notice of Annual General Meeting (Notice Any failure to comply with such restrictions
forward-looking statements regarding the
of Meeting) was despatched to Shareholders may constitute a violation of applicable
Company’s financial position, business
on the date of this Prospectus in relation to securities laws.
strategy and plans and objectives for its
the Annual General Meeting of the Company This Prospectus does not constitute an projects and future operations (including
to be held on 15 December 2016. Refer to offer to sell, or a solicitation of any offer development plans and objectives), that
Section 7.4 of this Prospectus for a summary to buy, securities in the United States. This have been based on the Company’s current
of the proposed Resolutions contained in the Prospectus has been prepared for publication expectations about future events. These
Notice of Meeting. in Australia. The Shares to be offered under forward-looking statements are subject to
In the event the conditions to the Offer are the Offer have not been, and will not be, known and unknown risks, uncertainties and
not satisfied or the Company does not receive registered under the U.S. Securities Act or assumptions that could cause actual results,
conditional approval for re quotation on the the securities laws of any State or other performance or achievements to differ
ASX then the Company will not proceed with jurisdiction in the United States, and may materially from future events, performance or
the Offer and will repay all Application Monies not be offered or sold in the United States, achievements expressed or implied by such
received, without interest. or to, or for the account or benefit of, a U.S. forward-looking statements. Such forward-
Person. The Offer is not being extended to looking statements are based on numerous
Consolidation of capital any investor outside Australia, other than assumptions regarding the Company’s
Amongst others, the Notice of Meeting to certain Institutional Investors as part of present and future business strategies, and
contains a Resolution to consolidate the the Institutional Offer and to New Zealand the environment in which the Company will
Company’s existing issued capital on a 1 for resident Wholesale Investors who have operate in the future. Matters not yet known
23.8 basis (Consolidation). Accordingly, received a firm allocation from their Broker. to the Company, or not currently considered
unless otherwise noted, all references to See Section 10.14 for more detail on selling material to the Company, may impact on
Shares and Options in this Prospectus are on restrictions that apply to the Offer and sale these forward-looking statements. Although
a post-Consolidation basis. Applicants should of Shares in jurisdictions outside Australia. the Company believes that the expectations
note that all post-Consolidation figures noted reflected in the forward looking statements
in this Prospectus are approximates only, and Obtaining a copy of are reasonable, it cannot guarantee future
subject to rounding. this Prospectus results, levels of activity, performance or
achievements, and the Company does not
This Prospectus will be issued in paper form
Note to Applicants assume responsibility for the accuracy
and as an electronic Prospectus. A copy of
The information contained in this Prospectus this Prospectus can be downloaded at the and completeness of the statements. The
is not financial product advice and does Company’s website: www.zenitas.com.au. statements reflect views held only as at
not take into account your investment Persons who receive the electronic version the date of this Prospectus. The Company
objectives, financial situation or particular of this Prospectus should ensure that they does not intend to update or revise forward-
needs (including financial and tax issues). download and read the entire Prospectus. looking statements, or to publish prospective
It is important that you read this Prospectus If you have received this Prospectus as an financial information in the future, regardless
carefully and in its entirety before deciding electronic Prospectus, please ensure that of whether new information, future events
whether to invest in the Company. In you have received the entire Prospectus or any other factors affect the information
particular, in considering the prospects of accompanied by the Application Form. During contained in this Prospectus, other than to
the Company, you should consider the risk the Offer Period, any person may obtain the extent required by law. In light of these
factors that could affect the performance of a hard copy of this Prospectus free of charge risks, uncertainties and assumptions, the
the Company outlined in Section 5. You should forward-looking statements discussed in
this Prospectus might not occur. Applicants of security holders’ names and holdings
are therefore cautioned not to place undue must be disclosed by the Company in its
reliance on these statements. annual reports.
Statements of past performance Financial information presentation
This Prospectus includes information All references to FY14, FY15, FY16 and FY17
regarding the past performance of the Group appearing in this Prospectus are to the
and the Proposed Acquisitions. Investors financial years ended or ending 30 June 2014,
should be aware that past performance should 30 June 2015, 30 June 2016 and 30 June 2017
not be relied upon as being indicative of respectively, unless otherwise indicated.
future performance. All financial amounts contained in this
Prospectus are expressed in Australian dollars
No cooling-off rights
unless otherwise stated. Any discrepancies Contents
Cooling-off rights do not apply to an between totals and sums and components in
investment in Shares issued under the tables, figures and diagrams contained in this
Prospectus. This means that, in most Prospectus are due to rounding. Key Offer Details 2
circumstances, you cannot withdraw your
Section 4 sets out in detail the Financial
Application once it has been accepted.
Information referred to in this Prospectus.
Privacy disclosure statement The basis of preparation of the Financial Chairman’s Letter 4
Information is set out in Section 4.2.
By completing an Application Form to apply
for Shares under the Offer, you are providing Historical Financial Information, including the 01. Investment Overview 5
personal information to the Company through Pro Forma Financial Information, has been
the Company’s service provider, the Share prepared in accordance with the recognition
Registry, which is contracted by the Company and measurement principles of Australian 02. Industry Overview 21
to manage Applications. Accounting Standards issued by the Australian
Accounting Standards Board (AASB).
The Company, and the Share Registry Compliance with these standards ensures that 03. Proposed Transaction
on its behalf, collect, hold and use that
the Historical Financial Information complies and Company Overview 35
personal information in order to process
with the recognition and measurement
your Application, service your needs as
principles of International Financial Reporting
a Shareholder, provide facilities and services Standards as adopted by the International 04. Financial Information 49
that you request and carry out appropriate
Accounting Standards Board.
administration. If you do not provide the
information requested in the Application Form, This Prospectus includes Forecast Financial 05. Risks 75
the Company and the Share Registry may not Information based on the best estimate
be able to process or accept your Application. assumptions of the Directors. The basis of
preparation and presentation of the Forecast 06. Key Individuals,
Your personal information may also be used
Financial Information, to the extent relevant,
from time to time to inform you about other Interest and Benefits 83
is consistent with the basis of preparation
products and services offered by the Company
and presentation for the Historical Financial
which it considers may be of interest to
you. Your personal information may also Information. The Forecast Financial 07. Details of the Offer 95
Information presented in this Prospectus is
be provided to the Company’s agents and
unaudited. The Historical Financial Information
service providers on the basis that they deal
and the Forecast Financial Information in this 08. Material Contracts 105
with such information in accordance with the
Prospectus should be read in conjunction with,
Company’s privacy policy. The Company’s
and they are qualified by reference to, the
agents and service providers may be located information contained in Sections 4 and 11. 09. Investigating
outside Australia where your personal
information may not receive the same level of Financial Services Guide Accountants Report 117
protection as that afforded under Australian
The provider of the Investigating Accountant’s
law. The types of agents and service providers
Report on the Financial Information is 10. Additional Information 124
that may be provided with your personal
required to provide Australian retail clients
information and the circumstances in which
with a Financial Services Guide in relation
your personal information may be shared are: to that review under the Corporations Act. 11. Summary of Significant
• the Share Registry for ongoing The Investigating Accountant’s Report and Accounting Policies 134
administration of the shareholder register; accompanying Financial Services Guide is
• the Joint Lead Managers in order to assess provided in Section 9.
your Application; Glossary 139
Company website
• printers and other companies for the
purpose of preparation and distribution of Any references to documents included on the Corporate Directory IBC
statements and for handling mail; Company’s website, www.zenitas.com.au,
are provided for convenience only, and none
• market research companies for the purpose of the documents or other information on
of analysing the Company’s shareholder the Company’s website, or any other website
base; and referred in this Prospectus, is incorporated
• legal and accounting firms, auditors, in this Prospectus by reference.
contractors, consultants and other
advisors for the purpose of administering, Defined terms and abbreviations
and advising on, the Securities and for Defined terms and abbreviations used in this
associated actions. Prospectus, unless specified otherwise, have
You may request access to your personal the meaning given in the Glossary.
information held by (or on behalf of) the
Currency
Company. You may be required to pay
a reasonable charge to the Share Registry Unless otherwise noted in this Prospectus,
in order to access your personal information. all references to “$” or “dollars” are to
Access requests must be made in writing Australian dollars.
or by telephone call to the Company’s
registered office or the Share Registry’s Photographs and diagrams
office, details of which are disclosed in the Photographs appearing in this Prospectus are
Corporate Directory. illustrative only and should not be interpreted
The Corporations Act requires the Company to mean that any person shown in them
to include information about security holders endorses this Prospectus or its contents or
(including name, address and details of that the assets shown in them are owned
securities held) in its public register. The by the Company. Diagrams used in the
information contained in the Company’s Prospectus are illustrative only and may
public register must remain there, even if not be drawn to scale.
that person ceases to be a security holder.
Questions
Information contained in the Company’s public
register is also used to facilitate distribution If you have any questions in relation to the
of payments and corporate communications Offer, contact the Zenitas Offer information
(including financial results, annual reports and line on 1300 420 177 or [phone]
other information that the Company may elect from 9:00am until 5:00pm (AEDT) Monday
to utilise to communicate with its security to Friday until the Closing Date.
holders) and compliance by the Company This document is important and should
for legal and regulatory requirements. For be read in its entirety.
instance, in certain circumstances details
Zenitas Healthcare Limited Prospectus 1
Key Offer Details
Key Offer Statistics
Key Statistics of the Offer 1
Cash Offer Price $1.00
Vendor Consideration and HNA Personnel Offer Price $0.95 – $1.00
Number of Shares issued under the Cash Offer 30.0m
(being the Institutional Offer and the Broker Firm Offer)
Number of Shares issued under the Vendor Consideration and HNA 2.0m
Personnel Offer2
Cash proceeds to be received under the Offer $30.3m
Number of existing Shares on issue on a post consolidation basis 12.2m
Options on issue on completion of the Proposed Transaction 1.8m
Number of post-Consolidation Shares on issue on reinstatement to ASX 44.2m
(undiluted)
Number of post-Consolidation Shares on issue on reinstatement to ASX 46.1m
(fully diluted)
Market capitalisation (undiluted) at Cash Offer Price3 $44.2m
Ownership by new investors under the Offer on completion of the Proposed 67.8%
Transaction
Pro forma net cash on completion of the Offer $9.9m
Enterprise Value at the Cash Offer Price4 $34.3m
Pro forma consolidated forecast FY17 EBITDA after non-controlling interests5 $5.0m
Pro forma consolidated forecast FY17 EBIT after non-controlling interests $4.2m
Enterprise Value/pro forma consolidated forecast FY17 EBITDA after 6.8x
non-controlling interests
Enterprise Value/pro forma consolidated forecast FY17 EBIT after 8.2x
non-controlling interests
Cash Offer Price/pro forma consolidated forecast FY17 NPAT after 15.6x
non-controlling interests per share
1 All figures are on a post-Consolidation basis and subject to rounding.
2 Vendor consideration includes an initial purchase price of $20.4m comprised of $18.7m in cash and $1.7m in shares to be issued at $0.95 to $1.00
(See section 7.12.1 for further details). There will also be deferred consideration payable in cash and shares if certain conditions are satisfied.
Additional detail regarding the consideration terms can be found in section 8.
3 Market capitalisation is calculated by multiplying the number of Shares on issue by the price that the Shares trade on the ASX from time to time. For indicative
purposes only, market capitalisation assumes the Offer Price as shown. Shares may not trade at the Offer Price after reinstatement to ASX. If Shares trade
below the Offer Price, the market capitalisation of the Company will be lower than the amounts in the range shown.
4 Enterprise Value is calculated as the market capitalisation (undiluted) at Cash Offer Price less the pro forma net cash on completion of the Offer.
5 The calculation of EBITDA after non-controlling interests has been based on a consistent percentage to the non-controlling interest holders’ entitlement
to distributable pre-tax pro forma profits from the HNA Trusts. This is an adjustment to reflect that Zenitas will not be entitled to all of the EBITDA arising
from the HNA Trusts, because a portion is payable to the minority unitholders of such trusts which after completion of the Offer must be either physiotherapists
or clinic managers.
2
Important Dates
Indicative Timetable Date6
Lodgement of Prospectus with ASIC 15 November 2016
Opening Date of the Offer 23 November 2016
Closing Date of the Offer 14 December 2016
Annual General Meeting 15 December 2016
Settlement Date 28 December 2016
Allotment of Shares under the Prospectus 29 December 2016
Completion of Proposed Transaction 29 December 2016
Pre-quotation disclosure to ASX 29 December 2016
Despatch holding statements 29 December 2016
Expected re-quotation of Shares on ASX 30 December 2016
6 The above dates, other than the date of lodgement of the Prospectus with ASIC and the date of the Annual General Meeting, are indicative only and each
or any of them may be varied without notice.
Zenitas Healthcare Limited Prospectus 3
Chairman’s Letter
15 November 2016
Dear Investor,
On behalf of the Directors, I am pleased to offer you this opportunity to become
a Shareholder in Zenitas.
On 4 November, Zenitas entered into binding agreements to acquire five businesses
(the Proposed Transaction), following which, Zenitas will have exposure across the
following sub-segments in community-based healthcare:
• Allied Health; which comprises a diverse range of healthcare professionals,
including physiotherapists, exercise physiologists, dietitians, occupational
therapists and podiatrists;
• Home Care; which comprises home and respite community care covering disability, aged and 24-hour care
services; and
• Primary Care; which comprises general practitioner and complementary care services.
Following completion of the Proposed Transaction, Zenitas will operate 54 facilities in Victoria, New South Wales,
Queensland, South Australia and Western Australia with approximately 760 healthcare personnel.
The Board believes the macroeconomic themes of the industry to be compelling. In addition, the industry is benefiting
from changes in government policies aimed at shifting the provision of healthcare services away from hospitals to
community-based healthcare providers to reduce the cost of service delivery.
Additionally, the Board believes that the Proposed Transaction will enable Zenitas to take advantage of the growth
opportunities available through consolidation in a highly fragmented industry. Following the Proposed Transaction,
Zenitas aims to take advantage of economies of scope and capacity to consolidate and drive efficiencies.
Zenitas is led by a team with significant experience in the healthcare industry. I believe the Directors and Management
of Zenitas have the capabilities to successfully support the transition and growth of Zenitas to deliver real value to
patients, clinicians, staff and Shareholders.
Completion of the Proposed Transaction is subject to a number of condition precedents being satisfied or waived,
including, Shareholder approval, the completion the Offer under this Prospectus and the Company re-complying
with Chapters 1 and 2 of the ASX Listing Rules. In accordance with the ASX Listing Rules, the Company’s Shares will
remain suspended from the ASX until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules.
This Prospectus is being issued to assist the Company to re-comply with the ASX Listing Rules and also raise
sufficient funds to complete the Proposed Transaction. Under this Prospectus, the Company proposes to raise
$30.0m under the Cash Offer via the issue of 30,000,000 Shares (post Consolidation) at an Offer Price of
$1.00 per Share. There will be also be a Vendor Consideration and HNA Personnel Offer comprising 1,747,534 Shares
(post Consolidation) at an issue price of $0.95 to $1.00 per Share, to Vendors as part payment of the purchase price
under certain of the Acquisition Agreements and an offer of 280,000 Shares at an issue price of $1.00 per Share to
certain HNA personnel to raise a further $280,000.
This Prospectus contains detailed information about Zenitas, the Offer and the key risks in an investment of this
nature. The key risks associated with an investment in the Company are set out in Section 5 and include among
others, risks related to reliance on key healthcare professionals, renewal of pathology contracts, Zenitas’ limited
operational history and change in government policy, regulation, declines in Government funding and price risk.
I encourage you to read the Prospectus in full and to carefully consider the Offer, including the risks of investing
in Zenitas. Please consult your financial advisor before making an investment decision.
On behalf of my fellow Directors, I invite you to subscribe for Shares in Zenitas and look forward to working to deliver
its anticipated success.
Yours sincerely,
Mr Shane Tanner
4
01.
Investment
Overview
Zenitas Healthcare Limited Prospectus 5
This section is a summary only and is not intended to provide full information for investors intending to apply for
Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.
All defined terms have the meaning as set out in the Glossary of this Prospectus.
A. INTRODUCTION
Topic Summary Section
Who is the issuer BGD Corporation Ltd ACN 009 074 588 (ASX:BGD) to be renamed Zenitas
of this Prospectus? Healthcare Limited (proposed ASX ticker code upon re-quotation of Shares
is ZNT) (Zenitas or the Company)
What is Zenitas? Zenitas is a community-based healthcare operator providing integrated care 3.2
solutions that are primarily aimed at reducing the reliance on high cost acute
and post-acute institutional care.
Zenitas’ strategy is to provide Allied Health, Home Care and Primary Care
services in Australia. Zenitas’s existing business (Existing Business)
comprises two integrated Primary Care clinics under the Modern Medical Group
(MMG) brand, with an option to acquire a further four MMG-branded clinics.7
Zenitas has entered into binding agreements (subject to Shareholder
approval) to acquire five community-based healthcare businesses (Proposed
Acquisitions), the purchase of which will be funded from the proceeds
of the Offer and the issue of shares to the Vendors or their nominees under
the Vendor Consideration and HNA Personnel Offer8.
Following completion of the Proposed Transaction, the Proposed Group will be
an ASX-listed player in community-based healthcare, providing services across
Allied Health, Home Care and Primary Care services in the Australian market.
The five community-based businesses to be acquired are:
• Health Networks Australia (HNA) – Allied Health
• Ontrac Specialised Health Management (Ontrac) – Allied Health
• Caring Choice (Caring Choice) – Home Care
• St. Kilda Road Medical Centre (St. Kilda Road Medical Centre)
– Primary Care
• Dandenong Medical Centre (Dandenong Medical Centre) – Primary Care
The Proposed Group will operate 54 clinics and facilities in Victoria, New South
Wales, Queensland, South Australia and Western Australia with approximately
760 healthcare personnel.
Zenitas locations and number of healthcare personnel9:
QLD
1
WA
SA
11
13
NSW
17
ACT
VIC
8
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7 See Section 8 for details.
8 See Section 8 for details.
9 Includes businesses to be acquired under the Proposed Transaction. Location and healthcare professional data as at 7 October 2016.
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