Announcement • Jun 18
VitalHub UK Limited acquired Induction Healthcare Group PLC (AIM:INHC) from Harwood Capital LLP, Blue Muse Investments Pty Ltd and Lombard Odier Asset Management (Europe) Ltd. VitalHub UK Limited agreed to acquire Induction Healthcare Group PLC (AIM:INHC) from Harwood Capital LLP, Blue Muse Investments Pty Ltd, Lombard Odier Asset Management (Europe) Ltd, Hugo Stephenson and Other shareholders for £9.4 million on April 10, 2025. Under the terms of the Acquisition, each Induction shareholder will be entitled to receive £0.10 in cash for each Induction share held, valuing Induction at approximately £9.7 million. The Cash Consideration represents a premium of approximately 66.7% to the closing middle-market price of 6.0 pence per Induction Share on April 9, 2025. It is intended that the Acquisition shall be effected by means of a court-approved scheme of arrangement (the “Scheme”) under Part 26 of the Companies Act. The Scheme must be approved both by the Induction shareholders and the Court. In particular, the scheme of arrangement requires approval from Scheme shareholders who are on the register of members at the Voting Record Time and who constitute a majority in number of Scheme shareholders who vote at the Court Meeting representing at least 75% in value of the Scheme shares which are voted at the meeting.
The Induction Directors will unanimously recommend Induction shareholders to vote in favour of the Scheme. VitalHub has received irrevocable undertakings to vote in favour of the Scheme from the Induction Directors who hold Induction shares and certain institutional shareholders in respect of a total of 41,655,303 Induction shares, together representing approximately 44.3% of Induction’s issued ordinary share capital. The transaction is expected to close on or before July 31, 2025, with a long stop date of September 30, 2025. As on May 12, 2025, the board of Induction is pleased to announce that each of the resolutions posed at the Court Meeting and the General Meeting held earlier today in connection with the Acquisition were approved by the requisite majorities of Shareholders. As of June 4, 2025, the Secretary of State confirmed that no further action will be taken in relation to the Acquisition under the NSIA and therefore the NSIA Condition has now been satisfied. Induction and VitalHub are pleased to confirm that the Sanction Hearing, at which the Court will be asked to sanction the Scheme, is expected to take place on June 16, 2025. Subject to the Scheme receiving the sanction of the Court and the delivery of a copy of the Court Order to the Registrar of Companies, the Scheme is expected to become Effective on June 18, 2025. The long stop date is set for September 30, 2025.
Edwin Coe LLP acted as legal advisor for VitalHub UK Limited. Henrik Persson, Seamus Fricker and Elysia Bough of Cavendish Capital Markets Limited acted as financial advisor for VitalHub UK Limited. John McRoberts and Brandon Matthews of Aalto Capital LLP acted as financial advisor for Induction Healthcare Group PLC. Aalto Capital LLP acted as fairness opinion provider for Induction Healthcare Group PLC. Philip Davies, Oliver Platts and Patrick Weaver of Singer Capital Markets Advisory LLP acted as financial advisor for Induction Healthcare Group PLC. Burness Paull LLP acted as legal advisor for Induction Healthcare Group PLC.
VitalHub UK Limited completed the acquisition of Healthcare Group PLC (AIM:INHC) from Harwood Capital LLP, Blue Muse Investments Pty Ltd, Lombard Odier Asset Management (Europe) Ltd, Hugo Stephenson and Other shareholders on June 18, 2025. The members of the Induction Healthcare Group Board as detailed in the Scheme Document have resigned from the Induction Healthcare Group Board. Daniel Matlow, Brian Goffenberg and Michael Sanders have each been appointed as directors of Induction Healthcare Group . Induction Healthcare Group is now a wholly owned subsidiary of VitalHub UK Limited. Announcement • Jun 05
Induction Healthcare Group Expects Cancellation of Admission to Trading of its Shares on AIM Effective June 19, 2025 On 10 April 2025, the boards of Induction Healthcare Group PLC (‘Induction’) and VITALHUB UK LIMITED (‘Bidco’) announced that they had agreed the terms and conditions of a recommended cash acquisition pursuant to which Bidco shall acquire the entire issued, and to be issued, ordinary share capital of Induction (the ‘Acquisition’). The Acquisition is being implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the ‘Scheme’). On 17 April 2025, Induction published and posted a circular in relation to the Scheme (the ‘Scheme Document’) setting out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Induction Shareholders. Expected Suspension of admission to trading of, and dealings in, Induction Shares By 7.30 a.m. on 18 June 2025. Effective Date of the Scheme is 18 June 2025(or, as soon as the Court Order has been delivered to the Registrar of Companies for registration), and expected Cancellation of admission to trading on AIM of Induction Shares By 7.30 a.m. on 19 June 2025. New Risk • May 25
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended September 2024. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (19% average weekly change). Earnings have declined by 9.1% per year over the past 5 years. Minor Risks Latest financial reports are more than 6 months old (reported September 2024 fiscal period end). Market cap is less than US$100m (UK£8.93m market cap, or US$12.1m). Announcement • Apr 11
VitalHub UK Limited agreed to acquire Induction Healthcare Group PLC (AIM:INHC) from Harwood Capital LLP, Blue Muse Investments Pty Ltd and Lombard Odier Asset Management (Europe) Ltd. on April 10, 2025. VitalHub UK Limited agreed to acquire Induction Healthcare Group PLC (AIM:INHC) from Harwood Capital LLP, Blue Muse Investments Pty Ltd, Lombard Odier Asset Management (Europe) Ltd, Hugo Stephenson and Other shareholders for approximately £9.41 million on April 10, 2025. Under the terms of the Acquisition, each Induction shareholder will be entitled to receive £0.10 in cash for each Induction share held, valuing Induction at approximately £9.7 million. The Cash Consideration represents a premium of approximately 66.7% to the closing middle-market price of 6.0 pence per Induction Share on 9 April 2025. It is intended that the Acquisition shall be effected by means of a court-approved scheme of arrangement (the “Scheme”) under Part 26 of the Companies Act. The Scheme must be approved both by the Induction shareholders and the Court. In particular, the scheme of arrangement requires approval from Scheme shareholders who are on the register of members at the Voting Record Time and who constitute a majority in number of Scheme shareholders who vote at the Court Meeting representing at least 75% in value of the Scheme shares which are voted at the meeting.
The Induction Directors will unanimously recommend Induction shareholders to vote in favour of the Scheme. VitalHub has received irrevocable undertakings to vote in favour of the Scheme from the Induction Directors who hold Induction shares and certain institutional shareholders in respect of a total of 41,655,303 Induction shares, together representing approximately 44.3% of Induction’s issued ordinary share capital. The transaction is expected to close on or before July 31, 2025, with a long stop date of September 30, 2025.
Edwin Coe LLP acted as legal advisor for VitalHub UK Limited. Henrik Persson, Seamus Fricker and Elysia Bough of Cavendish Capital Markets Limited acted as financial advisor for VitalHub UK Limited. John McRoberts and Brandon Matthews of Aalto Capital LLP acted as financial advisor for Induction Healthcare Group PLC. Aalto Capital LLP acted as fairness opinion provider for Induction Healthcare Group PLC. Philip Davies, Oliver Platts and Patrick Weaver of Singer Capital Markets Advisory LLP acted as financial advisor for Induction Healthcare Group PLC. Burness Paull LLP acted as legal advisor for Induction Healthcare Group PLC. New Risk • Apr 10
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of British stocks, typically moving 5.8% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (5.8% average weekly change). Earnings have declined by 9.1% per year over the past 5 years. Minor Risk Market cap is less than US$100m (UK£5.63m market cap, or US$7.27m). Board Change • Apr 10
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. Independent Non-Executive Director Jane Silber is the most experienced director on the board, commencing their role in 2019. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. 
