Progress on the Proposal - 4th February 2012
We are pleased to advise that, although we are a little behind our original schedule, significant progress has been made towards implementing the proposal for The Doctors’ Health Fund Limited to demutualise and to be acquired by Avant Group Holdings Limited (Avant).
Importantly, Avant has increased its offer from $28.5m to $30.0m after we were approached by another party and after the unaudited, improved financial results to 31 December 2011 became available. The circumstances of this increase will be explained in the Scheme Booklet which members will receive shortly.
The major step of preparing the Scheme Booklet is nearly complete. The Booklet will explain the proposal. As members, you will be asked to vote for, or against, the proposal at an Extraordinary General Meeting (EGM) of the company and at an immediately following Scheme Meeting. (It is a legal requirement to have two meetings as they do different things). You will also have the option of voting online, or of appointing a proxy, if you are unable to attend these meetings.
The Scheme Booklet includes notices of the EGM and of the Scheme Meeting and contains detailed information to help you consider the proposal, including some reasons in favour of or against it. It will explain how and when you can vote and how, if the proposal proceeds, your cash entitlement will be calculated .
We have engaged an Independent Expert, an Independent Actuary and a Tax Expert to provide important advice on the proposal. Their reports (or, in the case of the Independent Expert, a summary of the report) are included in the Scheme Booklet.
Before we issue the Scheme Booklet, it will be reviewed by the Australian Securities and Investments Commission (ASIC) and by the Private Health Insurance Administration Council (PHIAC), and then lodged with the Federal Court, with a request for an order to convene the Scheme Meeting. The meetings cannot proceed without approval from the Court to issue the Scheme Booklet and to hold the Scheme Meeting. The Court, ASIC and PHIAC will not form a view on the merits of the proposed Scheme, nor as to how members should vote on the measures required to implement the Scheme.
If the members vote in favour of the Scheme, the Court will then be asked to approve of the Scheme. Only then can the Scheme be implemented.
While some of the steps to be completed before we issue the Scheme Booklet are out of our control, we expect to issue it, and to notify the time and place for the EGM and Scheme Meeting, during March. If this changes, we will post a further update on our website.
Please remember to keep your policy contributions up to date. If your policy lapses, you will no longer be a member and will not be entitled to vote on the proposal, or, if the proposal is implemented, to receive your cash entitlement.
Peter Aroney
Chief Executive Officer