Overview

On 27 July 2021, Japara Healthcare Limited ACN 168 631 052 (Japara) announced that it had entered into a Scheme Implementation Deed with Little Company of Mary Health Care Limited (Calvary), under which it is proposed that Calvary will acquire all of the issued capital of Japara via a scheme of arrangement (Scheme), subject to court and shareholder approvals.

Scheme Booklet

A Scheme Booklet has been prepared on the Scheme.

This is an important document and requires Japara shareholders’ immediate attention. You should read it in its entirety before deciding whether or not to vote in favour of the Scheme.

If you are in any doubt about how to deal with this document, you should contact your financial, legal or other professional adviser immediately.

Click hereOpens in new window to view the Scheme Booklet.

Scheme Meeting

An online meeting of Japara shareholders to vote on the Scheme will be held at 10.00am (Melbourne time) on Thursday, 21 October 2021.

Details relating to the Scheme Meeting are set out in the Notice of Meeting contained in Annexure D to the Scheme Booklet. Click hereOpens in new window to view the Scheme Booklet.

Each Japara shareholder who is registered on the share register at 7.00pm (Melbourne time) on Tuesday, 19 October 2021 is entitled to participate in and vote at the Scheme Meeting.

To participate and vote online, shareholders will require their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode (or country code if outside Australia). 

Proxyholders will require a proxy number to be provided by Japara’s share registry (Link Market Services Limited) by email within 24 hours prior to the scheduled start of the Scheme Meeting.

A Scheme Meeting Online Guide containing details on how to participate and vote at the Scheme Meeting is available.

Click hereOpens in new window to participate in the Online Scheme Meeting.

Click hereOpens in new window for the Scheme Meeting Online Guide.

Scheme Consideration

If the Scheme is approved and implemented, Japara shareholders at the Scheme Record Date (currently expected to be 29 October 2021) will receive a cash payment of $1.40 per Japara share (Scheme Consideration) on the Implementation Date (currently expected to be 5 November 2021).

Scheme Consideration payments will be made by direct deposit into a shareholder’s nominated Australian Dollar bank account, as advised to Japara’s share registry as at the Scheme Record Date. 

If an Australian Dollar bank account has not been nominated, payment will be made by Australian dollar cheque (unless the shareholder’s registered address is in New Zealand or Japara believes that the shareholder is not known at its registered address). Refer to the Scheme Booklet for more details.

Shareholder Information Line

If you have any questions in relation to the Scheme Booklet or the Scheme, please contact the Japara Shareholder Information Line on 1300 857 499 (or +61 1300 857 499 if outside Australia) between 8.30am to 5.30pm (Melbourne time), Monday to Friday, excluding public holidays.