PSQ - Pacific Smiles Group

[System]

Pacific Smiles Group Limited (PSQ) owns and operates the Pacific Smiles Dental Centres and the nib Dental Care Centres which are located throughout Australian Capital Territory, New South Wales, Victoria and Queensland.

http://www.pacificsmilesgroup.com.au

 

[galumay]

Another business that seems to have slipped under the radar of ASF! I noticed it this morning checking the ASX price sensitive announcements, it announced a trading update with downwards revisions of growth and profit, the SP fell about 11% which seemed an over reaction to me so I ran my ruler over it, but once again I found the price even after the re-rating to be too rich and so i passed on another interesting company that otherwise met many of my criteria for an investible business!

 

[divs4ever]

Pacific Smiles Group announces FY22 results
Results summary:
• Patient fees $226m, down 6% on prior corresponding period (FY21), reflecting
COVID disruption and 10.1% decline in same-centre fee growth
• Group revenue $139.5m, down 8.9%
• Underlying1 EBITDA $11.3m, down 65.9%
• 19 new centres opened, 127 Pacific Smiles centres at period end (up 16.5%)
• Underlying net loss of $3.2m, compared to net profit of $14.0m in FY21
• FY23 YTD performance suggests steady return to pre-Covid business volumes
Dentist service organisation Pacific Smiles Group (Pacific Smiles) (ASX: PSQ) today
released its financial results for the 12 months ended 30 June 2022, reporting declines in
revenue and underlying EBITDA compared to the prior period as Covid related interference
materially disrupted dental centre operations.
The company reported an 8.9% decline in group revenue to $139.5m for the period from
patient fees of $226m, which were down 6% on the previous year. This decline is attributed
primarily to the impact of Covid-related lockdowns and outbreaks, which limited practitioner
hours and patient attendance due to higher appointment cancellations and practitioner
absences. Same-centre patient fees were down 10.1% for the period.
Underlying EBITDA was down 65.9% to $11.3m for the period, reflecting reduced patient
fees against a largely fixed cost base as well as the $3.1m impact of net JobKeeper
payments in FY21 that were not provided in FY22.
Pacific Smiles reported an underlying net loss of $3.2m for the period, compared to net profit
of $14.0m in the prior period. No final or interim dividend was declared for FY22.
All Pacific Smiles centres were kept open during the year, both to maximise staff retention
ahead of an expected rebound in demand and to support dentists who chose to continue to
practice.
Nineteen new centres and four HBF-owned centres were opened, taking the total number of
centres (excluding six HBF centres) to 127 as at period end. The company installed 72 new
dental chairs during the year, including 15 in existing centres taking the total to 534 as at
period end.
1 Underlying results excludes the impact of the Australian accounting standard (AASB 16)
Pacific Smiles Group Limited (ASX: PSQ)
Level 1, 6 Molly Morgan Drive, Greenhills NSW 2323
PO Box 2246 Greenhills NSW 2323
P: 02 4930 2000 • F: 02 4930 2099
E: investor.relations@pacificsmiles.com.au
www.pacificsmilesgroup.com.au
ABN 42 103 087 449 / ACN 103 087 449
2
While FY22 has been a challenging year, Pacific Smiles’ network of dental centres are
ideally positioned to capture the uplift in appointments from a rebound in demand as Covid
effects recede in the wider economy.
The company reported positive same-centre revenue growth in November 2021, May 2022
and June 2022, when Covid-related lockdowns, restrictions and outbreaks were absent or
receding.
Pacific Smiles Chief Executive Officer, Phil McKenzie, said: “Operating conditions in
FY22 were clearly challenging in the face of Covid disruption, especially in our key markets
of NSW and Victoria. While we were disciplined in managing staffing and costs, inevitably the
Covid headwinds affected patient fees, EBITDA and profit for the year.
We made a conscious decision to keep all of our centres open during the pandemic and also
continued to invest in new centres in excellent locations, well positioned within our network.
The attendant labour costs associated with continuing to operate in a softer trading
environment, along with the investment in new centres exacerbated the impact on earnings.
However, it has also set the business up to be able to service the inevitable return of
patients, many of whom have not been to the dentist during the pandemic, and more
normalised operating schedules for dentists.
We are cautiously optimistic that the worst of the pandemic is behind us. Our centres are
reporting signs of increasing demand for oral care in our key demographic of families with
young children, which is encouraging,” he said.
In February the company advised that Andrew Knott had been appointed to the Board as a
non-executive director. Mr Knott had previously been US-based President - Verizon with
global marketing services group Publicis Group and has held senior marketing and
transformation roles with JP Morgan Chase & Co, National Australia Bank and McDonald’s.
Business performance
Covid effects contributed to a 63.5% decline in the EBITDA to patient fees margin, from
13.7% to 5.0%. The combined effect of softer same-centre fees on a high proportion of fixed
costs, the FY21 JobKeeper contribution, lower EBITDA from centres opened in FY21 and
start-up losses associated with new centres in FY22, were a drag on the FY22 operating
margin.
Net capital expenditure of $22.8m for the year was deployed mainly to new centres ($13.7m),
technology upgrades ($3.5m), relocation and expansion of existing centres ($3.1m), as well
as dental chairs, replacement of surgical equipment and centre refurbishments.
As at 30 June, borrowings had increased to $18.5m after existing facilities were drawn down
to finance the rollout of new centres. Pacific Smiles has a strong balance sheet, with $21.5m
of headroom available in its debt facilities and net assets of $69.8m (excluding the impact of
AASB 16). Our debt facilities were extended for a further three years during the year.
By fiscal year end there were more than 850 dentists working from Pacific Smiles centres,
with a retention rate above 85%. Patient satisfaction was high, with the company reporting a
patient net promoter score above 85. Staff retention dipped slightly, attributed to Covidrelated disruption.
3
In a key sustainability initiative, the company has committed to sourcing 25% renewable
energy in 2023 from our direct energy contracts with retailers and to transitioning to FSCcertified packaging in procurement of dental consumables.
Outlook and guidance
In the fiscal year to date (up to and including 16 August) the company reported patient fees
of $32.9m, year-on-year patient fee growth of 35.3% and same-centre fee growth of 28.4%.
The company has issued FY23 guidance, that in the absence of any deterioration in Covidrelated disruption above current levels, it expects patient fees in the range of $270m to
$285m and underlying EBITDA in the range of $24m to $27m.
Pacific Smiles expects to open five new centres and two new HBF Dental centres in FY23.
Mr McKenzie said: “Pacific Smiles’ growth strategy centred on culture, operational
excellence, innovation and network growth is on track. Year-to-date business performance
indicates that business activity and volume is returning to pre-pandemic levels. We expect a
return to growth in FY23 but at a more uniform rate and over a longer period than we saw in
the post-lockdown surge in FY21. Our network and proposition geared to young families
position the group well for a rebound in demand as conditions normalise.
“In the near term our focus is on lifting utilisation of capacity across the network of dental
centres, while investing in the dentist, patient and employee experience as we pursue our
long-term goal of reaching 250 dental centres and more than 800 dental chairs nationwide,”
he said.
ENDS
Investor presentation
Pacific Smiles will host a conference call for investors to discuss the half-year results at
11:00 am AEST, Wednesday 17 August. Pre-Registration Link: https://s1.cconf.com/diamondpass/10024043-exr31s.html
Complete full-year results materials will be released to the ASX and will be available on the
company website via the following link: http://investors.pacificsmilesgroup.com.au/Investors/.
Authorised for release by the Board of Directors.


=====================================================================================

( DYOR )

i hold PSQ ( 'free-carried ' )

will watch this for a top-up opportunity ( but that target is unlikely to be above $1 )

 

[galumay]

Yes, @divs4ever, i have a range of IV around $1.10 so similar to you. I have never held, but always followed.

Despite the poor year and results its up today, so I think we are no chance!

 

[divs4ever]

Pacific Smiles Group Limited (ASXSQ)
11 November 2022
Postponement of Annual General Meeting to 28 November 2022
Pacific Smiles Group (ASXSQ) (the “Company”) hereby gives notice that, in accordance with clause
5 of the Company Constitution, the Board has resolved to postpone the Company’s Annual General
Meeting (AGM) previously scheduled to be held on Tuesday, 22 November 2022 at 4.30pm (AEDT) to
Monday, 28 November 2022 at 9.00am (AEDT). Additionally, the Board has made the decision to hold
the postponed AGM as a hybrid meeting at Level 5, 126 Phillip Street Sydney NSW 2000 and virtually
(see details below).
The Board has made the decision to postpone the AGM to give shareholders time to consider the
materials being prepared by the Company for the upcoming Extraordinary General Meeting (EGM),
which are expected to be published next week, prior to the proxy deadline for the AGM.
As announced on 7 November 2022, the EGM has been requisitioned by Dr Alexander J Abrahams,
who holds approximately 8.04% of the shares in the Company, to consider a proposal to remove each
of the current seven (7) directors of the Company to be replaced by four (4) new directors put forward
by Dr Abrahams, including himself.
The Company is aware that Dr Abrahams has been making various public assertions about the
performance of the Company and his plans for the business, which appear to be incomplete and
underdeveloped. The Board does not believe that Dr Abrahams’ plans are in the best interests of
shareholders and accordingly strongly oppose Dr Abrahams’ proposed resolutions. The Company is
preparing materials that will enable shareholders to make a balanced assessment of the proposed
resolutions. This information will be made available to shareholders in the notice of meeting for the
EGM, expected to be circulated next week, in support of the Board’s opposition to the proposed Board
spill.
The Company confirms that, other than the date of the AGM and the addition of a physical venue for the
AGM, there have been no changes to the notice of meeting for the AGM or the Proxy Form previously
sent to the shareholders on 20 October 2022. The Board will accept Proxy Forms received no later than
9.00am (AEDT) on Saturday, 26 November 2022. Proxies already cast in relation to the AGM remain
valid unless withdrawn prior to the AGM. The directors have determined pursuant to Regulation 7.11.37
of the Corporations Regulations 2001 (Cwlth) that the persons eligible to vote at the AGM are those
Shareholders registered by 7.00pm (AEDT) on Saturday, 26 November 2022.

=====================================================================================

( DYOR )

i hold PSQ ( 'free-carried ' )

will read the proposals first , but am unlikely to vote for the board changes so far

will watch this for a top-up opportunity ( but that target is unlikely to be above $1 )

 

[kenny]

A good summary in the AFR;
https://www.afr.com/street-talk/founder-vs-new-brigade-in-pacific-smiles-boardroom-battle-20221107-p5bw81

I think this is the start of an interesting time for PSQ. I'm not a holder but do wonder if these actions will attract the attention of Private Equity to again run their rulers over the business. It has certainly underperformed; whether through external circumstances or management. Chair utilisation is paramount and is a good proxy for both clinician productivity and patient satisfaction.

Thinking beyond this, where do you see fair value for a PE firm to snap this up? TDM Growth Partners sold some 8% of their stake last May at $2.40/share.

 

[divs4ever]

i reduced my PSQ holding in November 2021 @ $3.00 . rescuing the cash invested in PSQ ( my av. buying price was just under $1.33 )

now one reason for my eliminating the cash risk ( apart this being my usual strategy when given the opportunity ) was caution as PSQ management was expanding the business in difficult times ( during Covid restriction uncertainty and a likely reduction in cheap credit )

my last parcel was bought in April 2019 ( @ $1.07 ) but my first buy was in July 2017 ( @ $1.655 )

now since PSQ has paid it's latest div. was in April 2021 , PSQ has to be thought of as a 'growth stock' rather than an ' income stock '

Morningstar™ Consensus​

Morningstar Consensus

	CURRENT	2023	2024
EPS ($)	-0.02	0.04	0.08
DPS ($)	0.00	0.03	0.05
Franking	100.00	--	--

as the current debt obligations and rising interest rates are liable to demand existing debt be repaid more quickly than originally planned

now i am not saying that is an unwise strategy ( in fact i think it is quite rational ) but what about ME , if i have cash at risk in a company ( and i don't , currently ) i strongly prefer it generating an income for me .

so for those considering buying into PSQ currently , you have a vague estimate of divs. in the coming years PROVIDING health restrictions go away , interest rates don't rocket out of control ( and they might )

now Australia has an aging ( and possibly shrinking ) population and some old fogeys ( like me ) have dentures so unlike some other branches of healthcare , growth without acquisitions is not guaranteed in an aging population .

how long are you prepared to sit and wait for that expansion policy to produce fruit .

PLEASE NOTE - i did not sell out completely , as i often do when i think a company 'has lost it's way ' but was unwilling to have investment cash at risk with uncertain rewards , negotiating difficult times

and as above now there is an unhappy share-holder trying to replace some of the company directors causing some disruption and distraction

how much risk do you take on , in uncertain times ?? ( and at what buy-in price ?? )

 

[divs4ever]

Receipt of Non-Binding Indicative Proposal

Pacific Smiles Group Limited (ASXSQ) (Pacific Smiles) advises that on 16 December 2023 it received an unsolicited, non-binding proposal from Genesis Capital Manager I Pty Ltd (Genesis Capital), in relation to the potential acquisition of Pacific Smiles for $1.40 in cash per share via a recommended scheme of arrangement (Indicative Proposal).

In addition, the Indicative Proposal states that Genesis Capital is considering options to allow Pacific Smiles shareholders the opportunity to roll their shares into unlisted equity. Genesis Capital has advised Pacific Smiles that it has acquired an economic interest in 29.9 million Pacific Smiles shares, representing 18.75% of the issued capital.
The Indicative Proposal is subject to several conditions including satisfactory diligence, access to Pacific Smiles’ senior management team and negotiation of relevant transaction documents.
The Board considers the Indicative Proposal is opportunistically timed.
The Board will act in what it considers to be the best interests of Pacific Smiles and its shareholders as a whole, including assessing the merits of the Indicative Proposal relative to continuing to capitalise on our existing network, brand and current trading momentum, and further leveraging our organic growth capability and strong balance sheet position.
There is no certainty the Indicative Proposal will result in a transaction on the proposed terms or at all. Pacific Smiles shareholders do not need to take any action at this time in response to the Indicative Proposal.
The Board will continue to keep shareholders and the market informed in accordance with its continuous disclosure obligations.
Pacific Smiles has appointed Greenhill & Co as financial adviser and Gilbert + Tobin as legal adviser.

This announcement was authorised by the Pacific Smiles Board.

i hold PSQ ( free-carried ) my theoretical average SP is around $1.14

i was kind of hoping to top up in my ( after ) Xmas shopping at under $1


i guess i need to see the details first

 

[divs4ever]

Trading Update and FY24 Guidance

Pacific Smiles Group Limited (ASXSQ) (Pacific Smiles) today is pleased to provide an update on its trading performance further to the previous update at the Annual General Meeting, held on 22 November 2023, as well as giving a guidance range as to Patient Fees and Underlying Earnings Before Income Tax, Depreciation and Amortisation (EBITDA) for the financial year to 30 June 2024 (FY24).

Pacific Smiles is concluding a strong finish to the end of the calendar year, with robust appointment volumes coinciding with the end of the health fund claiming period on 31 December.
Our centres have experienced multiple record days of trading in terms of appointments and fees, which reflects the embedded capacity in our centres to lift utilisation as we attract and retain more patients.
Trading as at the close of business on 20 December 2023 shows:
• Patient Fees of $141.1m ($127.7m in the previous corresponding period);
• Patient Fees +10.5% YoY; and
• Same Centre Patient Fees +9.7% YoY.

Further to this trading update, Pacific Smiles provides the following guidance for FY24:
• Patient Fees in the range of $293m to $297m; and
• Underlying EBITDA1 in the range of $26m to $28m.
The results for the first half of FY24 will be released in the last week of February 2024.

Correction to Managing Director & CEO Announcement
The notice period required to terminate the Managing Director and CEO is 6 months.

This was previously disclosed as 3 months.

This announcement was authorised by the Pacific Smiles Board.

i hold PSQ ( and was trying to buy more in the recent dip , before the take-over offer )

 

[divs4ever]

Response to Non-Binding Indicative Proposal

Pacific Smiles Group Limited (ASXSQ) (Pacific Smiles) refers to its announcement on 18 December 2023 in relation to the unsolicited, non-binding indicative proposal from Genesis Capital Manager I Pty Ltd (Genesis Capital) to acquire all of the shares of Pacific Smiles for $1.40 in cash per share via a recommended scheme of arrangement (Indicative Proposal).

The Indicative Proposal also stated that Genesis Capital is considering options to allow Pacific Smiles shareholders the opportunity to roll their shares into unlisted equity.
As previously noted, Genesis Capital has advised Pacific Smiles that it has acquired an economic interest in 29.9 million Pacific Smiles shares, representing 18.75% of the issued capital.
The Board of Pacific Smiles has now assessed the Indicative Proposal with advice from its financial and legal advisers and has spoken with several of its major shareholders.
The Board acknowledges the share price performance of Pacific Smiles has been disappointing.
Notwithstanding this, the Board is confident in the prospects of Pacific Smiles, including having regard to the appointment of Mr Andrew Vidler as Managing Director as announced to the ASX on 19 December 2023.
In this context, the Board considers that the Indicative Proposal is opportunistic and materially undervalues Pacific Smiles and has therefore rejected the Indicative Proposal.
The Board of Pacific Smiles is focused on maximising shareholder value.

In order to determine if Genesis Capital is able to formulate a materially improved proposal, Pacific Smiles intends to offer limited access to certain non-public information on a non-exclusive basis, subject to certain conditions, including the signing of an appropriate confidentiality and standstill agreement.
In coming to its decision, the Board considers that the Indicative Proposal:
• does not adequately reflect the strategic value of the Pacific Smiles business including its single company owned brand model, best-in-class proprietary IT platform, market position as the third largest dental service organisation in Australia and self-sustaining organic growth capability courtesy of its strong cash flows and capital base;
• does not adequately reflect the capital invested in Pacific Smiles’ network during the pandemic, which has significant utilisation upside potential from the delayed earnings profile ramp up;
• does not reflect the value of the significant synergies that Genesis Capital or another industry participant may unlock;
• does not reflect the strong trading momentum in the business and outlook for FY24, as announced separately to the ASX Pacific Smiles Group Limited (ASX: PSQ)
• represents a forward EV / EBITDA multiple of 8.1x based on the mid-range of FY24 Underlying EBITDA guidance issued separately on the ASX today of $27.0m; and
• is at a discount of 12% to the 52-week high of $1.59.

The Board will continue to keep shareholders and the market informed in accordance with its continuous disclosure obligations.
Pacific Smiles shareholders do not need to take any action at this time in response to the Indicative Proposal.

As referenced above, Pacific Smiles has separately released a trading update and FY24 guidance to the ASX today.

Pacific Smiles is being advised by Greenhill & Co and Gilbert + Tobin.

This announcement was authorised by the Pacific Smiles Board.


i hold PSQ

 

[divs4ever]

1H24 Result

Increased utilisation and volume growth driving a step change in profitability

Dentist service organisation Pacific Smiles Group (ASX: PSQ) today released its financial results for the 6 months ended 31 December 2023.


The Group’s focus on increasing utilisation within existing centres and improving operational efficiency has delivered strong patient fee growth and improved profitability.
The Group maintained growth throughout the period and strengthened its capital position.
This allowed for an interim dividend of 2.1 cents per share (cps), reflecting the Board’s ongoing confidence in the Company’s strategy and growth prospects.

1H24 Results Summary:
• Patient Fees of $147.1m, up 10.4% vs pcp
• Same Centre Patient Fee growth of 9.6%, vs 17.3% in the pcp
• Group Revenue of $90.0m, up 10.3% vs pcp
• Underlying1 EBITDA of $13.9m, up 51.7% vs pcp
• Underlying1 NPAT of $4.4m, compared with $0.5m in the pcp
• Net Cash of $13.3m at end-December 2023, vs Net Debt of $5.0m in the pcp
• Interim Dividend (fully franked) of 2.1cps declared subsequent to the reporting period, representing a payout ratio of 100% of Underlying NPAT
• Total Pacific Smiles centres of 128, with two mergers in 1H24 of PSD & nib Newcastle and PSD & nib Woden
• 2H FY24 YTD performance indicates continued growth in patient fees and key operating and financial metrics

The strong financial performance of the Group in 1H24 is attributed to its strategic approach of maximising value in its existing centres, in addition to effective cost management and continued improvement in labour productivity.
Leveraging the capacity present in current centres is driving strong volume and profit growth for the Group.
During 1H24 patient fees increased by 10.4% YoY to $147.1 million, with the Company experiencing activity growth across all centre cohorts.
Total practitioner hours rose
1 Underlying results exclude the impact of the Australian accounting standard (AASB 16) and other one-off related items.
A reconciliation of underlying to statutory results is disclosed in the Appendix of the 1H24 Investor Presentation, and Appendix 4D.
2 4.8% YoY to 362k hours, while total appointments attended increased 5.4% YoY to ~0.5 million. Underlying EBITDA rose 51.7% vs pcp to $13.9m, reflecting the uplift in revenue and improved operational efficiency.
EBITDA performance in comparison to 2H23 was impacted by inflationary cost pressures, in particular the Fair Work Commission Wage Decision of a 5.75% increase to modern award rates, which was applied across the majority of the Pacific Smiles dental centre workforce as of 1 July 2023.
Despite these inflationary headwinds, Pacific Smiles continued to manage growth and profitability effectively.
EBITDA margins, both at a centre level and group level, improved materially on the pcp, reflecting revenue growth and leverage. Underlying NPAT of $4.4m represented a step change improvement on the pcp (1H23: 0.5m), with a dividend of 2.1 cps (fully franked). Pacific Smiles’ corporate overhead margin improved to 6.7% (1H23: 7.3%), with strong management focus on support cost levels, a moderation of new centre openings, and higher patient fees. Capital expenditure for the period of $1.8m was significantly lower than the $7.0m reported in 1H23. Pacific Smiles’ embedded network capacity, following a period of significant investment, reduces near-term dependency on new centre capex for growth. Technology upgrades have also tapered since FY23, with the substantial completion of the PMS upgrade, scanner roll-out and single patient record project in the prior year. This improved financial performance resulted in a material deleveraging of the Company’s balance sheet, with $13.3m net cash at 31 December 2023
. Debt levels continue to be reduced and the Group’s debt facility was reduced from $40m to $20m during the half.
This reflects a right-sizing of the company’s funding requirements, given the ability to self-fund growth going forward.
The Pacific Smiles management team remain focused on maintaining the company’s positive culture, for both dentists and employees. As such it is pleasing to report that dentist turnover and employee turnover both continue to improve.
Meanwhile, patient satisfaction remains very high with patient net promoter score remaining at 90 for the period.
Update on Proposal from Genesis Capital On 18 December 2023, Pacific Smiles advised the ASX it received an unsolicited, nonbinding proposal from Genesis Capital Manager I Pty Ltd in relation to the proposed acquisition of Pacific Smiles for $1.40 per share via a recommended Scheme of Arrangement (Indicative Proposal).
On 21 December 2023, Pacific Smiles advised that it considered that the Indicative Proposal was opportunistic and materially undervalued Pacific Smiles and therefore rejected the Indicative Proposal.
Pacific Smiles also announced that in order to determine if Genesis Capital is able to formulate a materially improved proposal, Pacific Smiles intended to offer limited access to certain non-public information on a 3 non-exclusive basis, subject to certain conditions, including the signing of an appropriate confidentiality and standstill agreement.
The Board of Pacific Smiles remains focused on maximising shareholder value and is engaging constructively to determine if a recommended control transaction can be developed.
There is no guarantee that any new or revised proposal will be forthcoming, that any proposal would be recommended by the Board of Pacific Smiles or that a transaction will eventuate.

The Board will continue to keep shareholders informed in accordance with its continuous disclosure obligations.
Payroll Tax Update In the ACT, a Reassessment has been received for the financial year 2023, of $270,514. This has been paid.
However, an objection has been lodged with the ACT Revenue Office in relation to the 2019 to 2022 Reassessment ($884,003) and an objection has also been lodged in relation to the Reassessment for the 2023 financial year.
The Company is currently self-assessing payroll tax in line with its position in the objection to the ACT reassessment. In 1H FY24, Pacific Smiles has self-assessed and paid payroll tax on SFAs of $247,370 across all relevant States and Territories.

Trading Update & Outlook Performance to date for FY24, as of 26 February 2024:
• Patient Fees $190.6m • Patient Fees +9.9% YoY
• Same Centre Patient Fees +9.2% YoY Full year guidance provided on 21 December 2023 is re-affirmed, being
• Patient Fees in the range of $293m to $297m
• Underlying EBITDA in the range of $26m to $28m Pacific Smiles Managing Director & Chief Executive Officer, Andrew Vidler, said: ” I have joined Pacific Smiles in a period of transformational change.
What I see is a company well positioned for growth as it continues to reap the benefits of a significant investment program over the past three years.
This is clearly reflected in the result today, with the company in a position of strong revenue growth and a very healthy bottom line.
This result, combined with strong cash flows and a net cash position, supports the dividend payment announced today.

We are in a position of strength to set the strategic growth path for the company

.” ENDS

i hold PSQ , and will keep watching for a sub $1 top up opportunity

 

[divs4ever]

Pacific Smiles Group enters into a Scheme Implementation Deed with National Dental Care

Pacific Smiles Group Limited (ASXSQ) (Pacific Smiles) has entered into a Scheme Implementation Deed (SID) with NDC BidCo Pty Ltd, a wholly owned subsidiary of NDC HoldCo Pty Ltd (which operates the National Dental Care centres) (NDC).

Under the terms of the SID, NDC agrees to acquire 100% of the shares in Pacific Smiles by way of scheme of arrangement (Scheme) for cash consideration of $1.90 cash per share, subject to all applicable conditions being satisfied or waived (as applicable).
NDC is a portfolio company managed by Crescent Capital Partners Management Pty Ltd (Crescent Capital). Pacific Smiles will have the discretion to pay shareholders a fully franked dividend of up to a maximum of 12 cents per share (Permitted Dividend), with the cash consideration of $1.90 per share under the Scheme to be reduced by the amount of any such Permitted Dividend.
It remains at the discretion of the Pacific Smiles Board whether any Permitted Dividend is ultimately declared and paid.
Any such Permitted Dividend will be considered by the Pacific Smiles Board prior to implementation of the Scheme.
Pacific Smiles Board unanimously recommends the Scheme
The Board of Pacific Smiles unanimously recommends shareholders vote in favour of the Scheme at the Scheme meeting, and the Directors will vote all Pacific Smiles shares in which they have a relevant interest or which they control in favour of the Scheme at the Scheme meeting, in each case subject only to no superior proposal emerging and subject to the Independent Expert concluding that the Scheme is in the best interests of Pacific Smiles shareholders, and not withdrawing or adversely changing that conclusion.
The Pacific Smiles Board considers that NDC’s offer pursuant to the SID provides an attractive premium for Pacific Smiles shareholders, with the cash consideration of $1.90 per share under the proposed Scheme representing a premium of:
• 59.0% to the undisturbed closing price of $1.20 per share on 15 December 2023, being the last trading day prior to the announcement that Pacific Smiles 2 received an indicative and non-binding proposal from Genesis Capital Manager I Pty Ltd (Genesis Capital);
• 98.1% to the 1-month undisturbed volume weighted average price to 15 December 2023 (Undisturbed VWAP) of $0.96 per share and 91.5% to the 3- month Undisturbed VWAP of $0.99 per share; and
• 35.7% to Genesis Capital’s initial non-binding proposal of $1.40 per share and 8.6% to their revised non-binding proposal announced on 19 March 2024 of $1.75 per share.
The offer under the Scheme represents an enterprise value multiple on the mid-point of FY24 EBITDA guidance of ~11x1 and an equity value of $303m based on ordinary shares outstanding.
Scheme superior to Genesis Capital Revised Indicative Proposal As announced on 19 March 2024, Genesis Capital made a revised, non-binding indicative proposal for the acquisition of all of the shares in Pacific Smiles at an offer price of $1.75 in cash per share by way of a scheme of arrangement (Genesis Capital Revised Indicative Proposal), following its initial indicative proposal of $1.40 in cash per share announced on 18 December 2023.
Genesis Capital also indicated Pacific Smiles shareholders may have the opportunity to roll their shares into unlisted equity. Pacific Smiles also announced on 19 March 2024 that it agreed to provide nonexclusive due diligence to Genesis Capital, and that, subject to the parties negotiating and entering into a binding scheme implementation agreement for consideration of at least $1.75 per share, the intention of the Pacific Smiles Board was to recommend that shareholders vote in favour of any resolution to implement the Genesis Capital Revised Indicative Proposal and to vote or procure shares they control in favour of such resolution, in each case, in the absence of a superior proposal and subject to an independent expert concluding, and continuing to conclude, that the transaction was in the best interests of Pacific Smiles shareholders.

The Board of Pacific Smiles is focused on maximising shareholder outcomes.
After careful consideration and having received advice from its legal and financial advisers, the Board of Pacific Smiles has determined NDC’s binding proposal, reflected in the SID is a superior proposal to the Genesis Capital Revised Indicative Proposal.
1. Based on 159,581,938 Pacific Smiles Group shares on issue and net cash as at 31 December 2023 of $13.3m. 3

Details of the Scheme Implementation Deed The Scheme is conditional upon the satisfaction of certain conditions, including:
• Pacific Smiles shareholder approval in accordance with the requirements of the Corporations Act 2001 (Cth);
• Court and Foreign Investment Review Board (FIRB) approval;
• An Independent Expert concluding in its Independent Expert’s Report that the Scheme is in the best interests of Pacific Smiles shareholders (and not withdrawing or adversely changing that conclusion); and
• Other customary conditions, including that no material adverse change or any prescribed occurrence occurs prior to the second Court hearing.
The SID contains customary exclusivity obligations, including ‘no shop’, ‘no talk’, ‘no due diligence’, notification obligations and a matching right regime in respect of any potentially superior proposal received by Pacific Smiles.
It also details the circumstances under which Pacific Smiles may be required to pay a break fee to NDC.
The Scheme, if approved by Pacific Smiles shareholders, is expected to be implemented in August 2024.
In the event that FIRB approval is delayed beyond 27 September 2024, a ticking fee of one cent per share per month will accrue after each full calendar month until FIRB approval is obtained.
Pacific Smiles will appoint an Independent Expert to prepare an Independent Expert’s Report opining on whether the Scheme is in the best interests of Pacific Smiles shareholders.

The Independent Expert’s Report will be included in a Scheme Booklet, which is expected to be distributed to shareholders in June 2024 (subject to the regulatory approval process).
Full details of the terms and conditions of the Scheme are set out in the SID, a copy of which is attached to this announcement.
Scheme timetable and next steps Pacific Smiles shareholders do not need to take any action at the current time.
A Scheme Booklet containing information relating to the Scheme, an Independent Expert’s report opining on whether the Scheme is in the best interests of Pacific Smiles’ shareholders, reasons for the Directors’ recommendations, and details of the Scheme meeting are expected to be distributed to Pacific Smiles shareholders in June 2024.

It is expected that Pacific Smiles shareholders will be given the opportunity to vote on the Scheme at a Scheme Meeting expected to be held in late July 2024.
Subject to the 4 conditions of the Scheme being satisfied, the Scheme is expected to be implemented by the end of August 2024.
These dates are indicative and subject to change. Greenhill & Co. is acting as financial adviser to Pacific Smiles.

Gilbert + Tobin is acting as legal adviser to Pacific Smiles.

This announcement was authorised by the Pacific Smiles Board.

i hold PSQ

( sigh )

but will get a nice return on the parcel i picked up @ 88.5 cents in November last year

turned out active management was the correct choice for this share

 

[divs4ever]

Update on conditions to Scheme

Implementation Deed with National Dental Care As announced on 29 April 2024, Pacific Smiles Group Limited (ASXSQ) (Pacific Smiles) has entered into a Scheme Implementation Deed (SID) with NDC BidCo Pty Ltd, a wholly owned subsidiary of NDC HoldCo Pty Ltd (which operates the National Dental Care centres) (NDC).

Under the terms of the SID, NDC agrees to acquire 100% of the shares in Pacific Smiles by way of scheme of arrangement (Scheme) for cash consideration of $1.90 cash per share, subject to all applicable conditions being satisfied or waived (as applicable).

Conditions in the SID included Foreign Investment Review Board (FIRB) approval in connection with the Scheme. After the SID was signed, certain proposed investors in NDC obtained the benefit of an exemption certificate under section 42 of the Foreign Investment and Takeovers Regulation 2015, the effect of which is that FIRB approval is no longer required in connection with the Scheme.

Therefore, the parties consider the FIRB condition to the Scheme is no longer required and have amended the SID accordingly.

The Scheme remains conditional on: • Pacific Smiles shareholder approval in accordance with the requirements of the Corporations Act 2001 (Cth);
• Court approval;
• the Independent Expert concluding in its Independent Expert’s Report that the Scheme is in the best interests of Pacific Smiles shareholders (and not withdrawing or adversely changing that conclusion); and
• other customary conditions, including that no material adverse change or prescribed occurrence occurs prior to the second Court hearing.

The ticking fee that applied if there was a delay in satisfying the FIRB condition now only applies if any Court or government agency ruling, undertaking or similar is in effect against the NDC or Crescent Capital Partners Management Pty Limited on 28 September 2024 which restrains or prohibits implementation of the Scheme.

In that event, a ticking fee of one cent per share per month will accrue after each full calendar month until there ceases to be any such ruling, undertaking or similar in effect.
2 Full details of the terms and conditions of the Scheme are set out in the amended SID, a copy of which is annexed to the Deed of Amendment and Restatement attached to this announcement.

Pacific Smiles Board continues to unanimously recommend the Scheme The Board of Pacific Smiles continues to unanimously recommend shareholders vote in favour of the Scheme at the Scheme meeting, and the Directors will vote all Pacific Smiles shares in which they have a relevant interest or which they control in favour of the Scheme at the Scheme meeting, in each case subject only to no superior proposal emerging and subject to the Independent Expert concluding that the Scheme is in the best interests of Pacific Smiles shareholders, and not withdrawing or adversely changing that conclusion.

Scheme timetable and next steps

Pacific Smiles shareholders do not need to take any action at the current time.
Pacific Smiles has appointed Deloitte Corporate Finance Pty Limited as independent expert.

A Scheme Booklet containing information relating to the Scheme, an Independent Expert’s report opining on whether the Scheme is in the best interests of Pacific Smiles’ shareholders, reasons for the Directors’ recommendations, and details of the Scheme meeting is expected to be distributed to Pacific Smiles shareholders in June 2024.

It is expected that Pacific Smiles shareholders will be given the opportunity to vote on the Scheme at a Scheme Meeting expected to be held in late July 2024.

Subject to the conditions of the Scheme being satisfied, the Scheme is expected to be implemented by the end of August 2024. These dates are indicative and subject to change.

Greenhill & Co. is acting as financial adviser to Pacific Smiles. Gilbert + Tobin is acting as legal adviser to Pacific Smiles.

This announcement was authorised by the Pacific Smiles Board.

ENDS


i hold PSQ

 

[divs4ever]

Memorandum of Understanding with nib Health Funds to expand dental offering

Pacific Smiles Group Limited (ASXSQ) (Pacific Smiles) announces that it has entered a non-binding Memorandum of Understanding (MoU) with nib Health Funds (nib) in relation to an expected change to its current contractual arrangements for the provision of a gap-free offering to nib members.

Memorandum of Understanding with nib

PSQ has had a long-term close working partnership with nib for more than 20 years.
PSQ currently owns and operates 11 nib Dental care centres where nib members can attend and be eligible for fully funded gap-free preventative dental care.
These arrangements are governed by a contract that is currently in place until May 2027.
PSQ and nib have agreed a MoU that outlines the approach to an expected amendment to that contract (the Amendment).

The Amendment contemplates:
• the provision of the preventative gap-free dental offering for nib members to the 117 Pacific Smiles Dental centres, from 1 July 2024 on an exclusive basis in the geographies in which they operate, albeit only for 2 years.
At the end of this 2-year exclusivity period, the Pacific Smiles Dental centres will form part of a broader nib First Choice Network of dental providers on a non-exclusive basis;
• maintenance of the existing fee arrangements for the nib Dental care centres until May 2027; and• other dental operators in geographies not serviced by Pacific Smiles Dental centres or nib Dental care centres are no longer restricted from entering into their own arrangements with nib for a gap-free dental offering.
These changes are subject to the final terms being agreed and execution of the Amendment.
There is no guarantee a binding agreement will be entered into on the proposed terms or at all.2

Update on Scheme of Arrangement with NDC

On 29th April 2024, PSQ announced it had entered into a Scheme Implementation Deed(SID) with National Dental Care (NDC), under which NDC agreed to acquire 100% of the shares in PSQ by way of scheme of arrangement (Scheme) for cash consideration of $1.90 cash per share, less the cash amount of any permitted dividend and the application of any ticking fee (see the announcement of 13 May 2024).

A Scheme Booklet is being prepared and remains on-track to be distributed to Pacific Smiles shareholders in late June 2024, subject to review and approval by the Australian Securities and Investment Commission (ASIC) and the Court.

A Scheme Meeting is then expected to be held in early August 2024 for PSQ shareholders to vote on the Scheme.Pacific Smiles shareholders do not need to take any action at the current time.

This announcement was authorised by the Pacific Smiles Board.

ENDS

i hold PSQ

 

[divs4ever]

Trading Update - EBITDA guidance confirmed

Pacific Smiles Group Limited (ASX: PSQ) (Pacific Smiles) today provides an update on its trading performance further to the last update at the interim results announcement on 27 February 2024, as well as updating the guidance range as to Patient Fees and Underlying Earnings Before Income Tax, Depreciation and Amortisation (EBITDA) for the financial year to 30 June 2024 (FY24) announced to the market on 21 December 2023.

Trading as at the close of business on 23rd June 2024 shows:
• Patient Fees of $285.4m ($264.5m in the previous corresponding period);
• Patient Fees +7.9% Year on Year (YoY); and• Same Centre Patient Fees +7.4% YoY.Trading in the second half of FY24 has tapered compared to the first half, impacting YoY growth in patient fees, including a softening in appointment volumes in May and June compared to guidance expectations.

Management attribute this softening to the weakening macroeconomic environment, which it believes is temporarily depressing demand for dental services, as cost of living pressures impact patients spending decisions.

Pacific Smiles updates its guidance for FY24 as follows:
• Underlying EBITDA1is forecast (subject to any customary year end audit adjustments) to be towards the middle of the previous guidance range of $26m to$28m; and
• Patient Fees will fall just below the bottom end of the previous guidance range of $293m to $297m and is now forecast to be between $291m and $292m.

Notwithstanding patient fees falling below full year guidance expectations,management have actively managed operational efficiency and productivity to insulate earnings.

The full year results for FY24 are expected to be released in the last week of August 2024, subject to the timing and outcome of the Scheme of Arrangement with National Dental Care.

This announcement was authorised by the Pacific Smiles Board.

i hold PSQ

 

[divs4ever]

Court approves distribution of the Scheme Booklet and convening of the Scheme Meeting Independent Expert concludes the Scheme is in the best interests of Pacific Smiles Shareholders

Pacific Smiles Group Limited (ASXSQ) (Pacific Smiles) is pleased to provide the following update on the proposed scheme of arrangement under which it is proposed that NDC BidCo Pty Ltd, a wholly owned subsidiary of NDC HoldCo Pty Ltd (which operates the National Dental Care centres), will acquire 100% of the shares in Pacific Smiles (Scheme).

Court orders The Supreme Court of New South Wales has today made orders:
• that Pacific Smiles convene a meeting of Pacific Smiles shareholders (Scheme Meeting) to consider and vote on the resolution to approve the Scheme(Scheme Resolution); and
• approving the distribution of an explanatory statement providing information about the Scheme and the Notice of Scheme Meeting (Scheme Booklet) to Pacific Smiles shareholders.Independent Expert's Report and Directors' recommendation
The Scheme Booklet attaches a copy of the Independent Expert's Report prepared by Deloitte Corporate Finance Pty Limited (Independent Expert).
The Independent Expert has concluded the Scheme is fair and reasonable and therefore in the best interests of Pacific Smiles shareholders, in the absence of a superior proposal.

The Pacific Smiles Directors unanimously recommend that Pacific Smiles shareholders vote in favour of the Scheme Resolution, subject only to no Superior Proposal (as defined in the Scheme Booklet) emerging and the Independent Expert not withdrawing or adversely changing its conclusion that the Scheme is in the best interests of Pacific Smiles shareholders.

2 Scheme Booklet
The Scheme Booklet is expected to be registered with the Australian Securities and Investments Commission on 26 June 2024, following which the Scheme Booklet(including the Independent Expert’s Report) will be released to ASX and available for viewing and download at the Company’s website at https://investors.pacificsmilesgroup.com.au/Investors/.
The Scheme Booklet will be dispatched to Pacific Smiles shareholders on or around1 July 2024 as follows:
• shareholders who have elected to receive electronic communications from Pacific Smiles will receive an email with a link to view or download a copy of the Scheme Booklet, and a link to access their personalised proxy form;
• shareholders who have elected to receive physical communications from Pacific Smiles will receive a letter (by post) with a physical copy of the Scheme Booklet and a personalised proxy form; and
• all other shareholders will receive a letter (by post) containing instructions about how to view or download a copy of the Scheme Booklet, together with a personalised proxy form.Pacific Smiles shareholders should carefully read the Scheme Booklet in its entirety,including the materials accompanying it, before making a decision on whether or not to vote in favour of the Scheme Resolution.
If, after reading the Scheme Booklet, you have any questions about the Scheme or the Scheme Booklet, please contact the Pacific Smiles Shareholder Information Line on1300 367 804 (within Australia) or +61 2 9066 6162 (outside Australia) between 8:30am and 5:30pm (AEST), Monday to Friday (excluding public holidays).

Scheme Meeting

The Scheme Meeting is scheduled to be held at 11:30am (AEST) on 1 August 2024 at Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000 and online athttps://us02web.zoom.us/webinar/register/WN_as3PWCsxRgmuv7SchTU3bQ.

All Pacific Smiles shareholders registered as at 7:00pm (AEST) on 30 July 2024 will be entitled to vote at the Scheme Meeting.All Pacific Smiles shareholders are strongly encouraged to vote either by completing and returning the proxy form or alternatively by attending the Scheme Meeting in person, attending online or by proxy, attorney, or corporate representative. The Scheme Booklet provides information on how to lodge your proxy form (if applicable).

3 Indicative timetable
The key dates expected for the Scheme are set out below.

Event Date and Time
Last time for proxy forms to be received for the Scheme Meeting 11:30am (AEST) on 30 July 2024
Last time for determining eligibility to vote at the Scheme Meeting 7:00pm (AEST) on 30 July 2024
Scheme Meeting 11:30am (AEST) on 1 August 2024
Second Court Hearing 3:00pm (AEST) on 2 August 2024
Effective Date 5 August 2024
Scheme Record Date 7:00pm (AEST) on 12 August 2024
Implementation Date 19 August 2024

Please note that all of the above times and dates are indicative only and subject to change.
Any changes will be announced by Pacific Smiles to the ASX.
This announcement was authorised by the Pacific Smiles Board.

ENDS

i hold PSQ

 

[divs4ever]

Update on Takeovers Panel proceedings

Highlights
 Takeovers Panel declines to make orders in relation to its declaration of unacceptable circumstances regarding the conduct of Genesis Capital.

The time period for an application for review of this decision has now passed.

 Genesis Capital continues to hold a relevant interest in 19.9% of Pacific Smiles shares.

Genesis Capital has not made any public statement as to how it proposes to vote those shares at the Scheme Meeting and has not submitted an offer to the Pacific Smiles Board following its revised non-binding proposal for$1.75 per share on 19 March 2024.
 If Genesis Capital votes against the Scheme, the Scheme can still be passed if substantially all the remaining Pacific Smiles shareholders vote in favour at the Scheme Meeting.
 Your vote is important and the Pacific Smiles Directors strongly encourage youto vote. The Pacific Smiles Directors continue to recommend that shareholders vote in favour of the Scheme subject only to no Superior Proposal1 emerging and the Independent Expert not withdrawing or adversely changing its conclusion that the Scheme is in the best interests of Pacific Smiles shareholders
. Shareholders are encouraged to read the Scheme Booklet in its entirety,including section 1 which sets out the reasons shareholders may wish to vote for or against the Scheme Resolution.
Pacific Smiles Group Limited (ASX: PSQ) (Pacific Smiles) provides an update on the Takeovers Panel proceedings.

On 5 July 2024, the Takeovers Panel issued a Media Release announcing that it had declined to make orders in relation to its previous declaration that the circumstances regarding Genesis Capital Manager I Pty Ltd’s1

As defined in the Scheme Booklet 2(Genesis Capital) cash settled total return swap were unacceptable.

There has been no application for review of this decision, and therefore:
 Genesis Capital’s relevant interest in 19.9% of Pacific Smiles shares can be voted at the Scheme Meeting; and
 the Scheme Meeting remains scheduled for 1 August 2024.As noted in the Scheme Booklet released to the ASX on 26 June 2024, Genesis Capital has not made any public statement as to how it proposes to vote those shares at the Scheme Meeting.Pacific Smiles’ Director’s recommendation

The Pacific Smiles Directors reiterate their unanimous recommendation that all Pacific Smiles shareholders vote in favour of the Scheme Resolution, subject only to no Superior Proposal emerging and the Independent Expert not withdrawing or adversely changing its conclusion that the Scheme is in the best interests of Pacific Smiles shareholders.

The Pacific Smiles Directors’ interests are set out in section 5.11 of the Scheme Booklet.

As at the date of this announcement, no Superior Proposal has emerged and the Pacific Smiles Directors are not aware of any Superior Proposal that is likely to emerge.

Pacific Smiles shareholders should carefully read the Scheme Booklet in its entirety, in particular, section 1 which sets out the reasons why shareholders may choose to vote for or against the Scheme Resolution.Scheme Meeting

The Scheme Meeting is scheduled to proceed at 11:30am (AEST) on 1 August 2024 at Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000 and online athttps://us02web.zoom.us/webinar/register/WN_as3PWCsxRgmuv7SchTU3bQ.

In order for the Scheme to proceed (amongst other things), the Scheme Resolution must be passed by the requisite majorities of Pacific Smiles shareholders at the Scheme Meeting, being:

 unless the Court determines otherwise, the Scheme Resolution must be passed by a majority in number (i.e. more than 50%) of shareholders present and voting(whether in person, attending online, by proxy, by attorney or by a corporate representative); and 3 at least 75% of the total number of votes cast at the Scheme Meeting must be passed in favour of the Scheme Resolution.

Your vote is important in determining whether or not the Scheme proceeds, and the Directors of Pacific Smiles strongly encourage you to vote on the Scheme Resolution.Shareholders may vote on the Scheme Resolution by:

 lodging a proxy form by no later than 11:30am (AEST) on 30 July 2024 by following the instructions on your proxy form;
 attending the Scheme Meeting in person or online on 1 August 2024; or
 attending the Scheme Meeting by proxy, attorney or cooperate representative.Further details as to how to vote on the Scheme Resolution are set out in section 3 of the Scheme Booklet and in the proxy form dispatched to shareholders on or around 1 July 2024.
If, after reading the Scheme Booklet, you have any questions about the Scheme or the Scheme Booklet, please contact the Pacific Smiles Shareholder Information Line on 1300 367 804 (within Australia) or +61 2 9066 6162 (outside Australia) between 8:30 am and 5:30pm (AEST), Monday to Friday (excluding public holidays).Capitalised terms in this announcement have the meaning given in the SchemeBooklet released to the ASX on 26 June 2024, unless the context otherwise requires.

This announcement was authorised by the Pacific Smiles Board.

ENDS

i hold PSQ

interesting , so i have a tiny but realistic chance stopping this take-over ( if Gensis votes NO )

hmmm food for thought

 

[divs4ever]

Update on Genesis Capital’s voting intentions

On 14 July 2024, Pacific Smiles Group Limited (ASXSQ) (Pacific Smiles) received the attached statement from Genesis Capital Manager I Pty Ltd (Genesis Capital)indicating that it will vote its 19.9% shareholding against the proposed scheme of arrangement with NDC BidCo Pty Ltd (NDC) (Scheme) as presently formulated.

As previously announced on 29 April 2024, Pacific Smiles has entered into a Scheme Implementation Deed with NDC pursuant to which NDC proposes to acquire 100% of the shares in Pacific Smiles by way of scheme of arrangement for cash consideration of $1.90 cash per share (less the cash amount of any permitted dividend and plus any ticking fee), subject to certain conditions, including approval of Pacific Smiles shareholders by the requisite majorities, being 75% of votes cast and 50% of number of shareholders voting.

The Independent Expert has concluded that the Scheme is fair and reasonable, and therefore in the best interests of shareholders.

Additionally, the Pacific Smiles Directors continue to recommend that shareholders vote in favour of the Scheme subject only to no Superior Proposal emerging and the Independent Expert not withdrawing or adversely changing its conclusion.

As at the date of this announcement, no Superior Proposal has emerged and Genesis Capital has not submitted an offer to the Pacific Smiles Board following its revised non-binding proposal for $1.75 per share on 19 March 2024.

The Scheme can still be passed by the requisite majorities of Pacific Smiles shareholders if substantially all the remaining Pacific Smiles shareholders vote in favour of the Scheme.

Your vote is important in determining whether the Scheme proceeds and the Pacific Smiles Directors strongly encourage you to vote.

Capitalised terms in this announcement have the meaning given in the Scheme Booklet released to the ASX on 26 June 2024, unless the context otherwise requires.2

Shareholders are encouraged to read the Scheme Booklet in its entirety, including section 1 which sets out the reasons shareholders may wish to vote for or against the Scheme Resolution.

Shareholders may vote on the Scheme Resolution by:
 lodging a proxy form by no later than 11:30am (AEST) on 30 July 2024 by following the instructions on your proxy form;
 attending the Scheme Meeting in person or online on 1 August 2024; or
 attending the Scheme Meeting by proxy, attorney or corporate representative.

Further details as to how to vote on the Scheme Resolution are set out in section 3 of the Scheme Booklet and in the proxy form dispatched to shareholders on or around 1July 2024.

If, after reading the Scheme Booklet, you have any questions about the Scheme or the Scheme Booklet, please contact the Pacific Smiles Shareholder Information Line on
1300 367 804 (within Australia) or +61 2 9066 6162 (outside Australia) between 8:30am and 5:30pm (AEST), Monday to Friday (excluding public holidays).

This announcement was authorised by the Pacific Smiles Board.

ENDS

i hold PSQ

interesting , so i have a tiny but realistic chance stopping this take-over ( if Gensis votes NO )

hmmm food for thought

 

[divs4ever]

HBF intends to vote its 10% shareholding in favour of the NDC Scheme As previously announced on 29 April 2024, Pacific Smiles Group Limited (ASXSQ)(Pacific Smiles) has entered into a Scheme Implementation Deed with NDC Bid Co PtyLtd (NDC) pursuant to which NDC proposes to acquire 100% of the shares in Pacific Smiles by way of scheme of arrangement for cash consideration of $1.90 cash per share (less the cash amount of any permitted dividend and plus any ticking fee)(Scheme), subject to certain conditions, including approval of Pacific Smiles shareholders by the requisite majorities, being 75% of votes cast and 50% of number of shareholders voting.1

Pacific Smiles is pleased to announce that HBF Health Limited (HBF), representing approximately 10.03% of the Pacific Smiles Shares on issue, has advised Pacific Smiles that it intends to vote all Pacific Smiles Shares it controls in favour of the Scheme Resolution.

HBF has consented to the inclusion in this announcement of references to its statement of intention.As at the date of this announcement, no Superior Proposal has emerged.

The Independent Expert has concluded that the Scheme is fair and reasonable, and therefore in the best interests of shareholders. The Independent Expert has also advised that in the event the Scheme is unsuccessful, the Pacific Smiles Share price may decline to levels observed prior to the announcement of the Scheme. Refer to Appendix B of the Scheme Booklet for the Independent Expert’s Report.

Additionally, the Pacific Smiles Directors continue to recommend that shareholders vote in favour of the Scheme subject only to no Superior Proposal emerging and the Independent Expert not withdrawing or adversely changing its conclusion.

Your vote is important in determining whether the Scheme proceeds and the Pacific Smiles Directors strongly encourage you to vote.1

Further details are set out in the Scheme Booklet released to ASX on 26 June 2024. Capitalised terms in this announcement have the meaning given in the Scheme Booklet, unless the context otherwise requires.

Capitalised terms in this announcement have the meaning given in the Scheme Booklet released to the ASX on 26 June 2024, unless the context otherwise requires.2

Shareholders are encouraged to read the Scheme Booklet in its entirety, including section 1 which sets out the reasons shareholders may wish to vote for or against the Scheme Resolution.

The Scheme Meeting to approve the Scheme Resolution is scheduled to be held at 11:30am (AEST) on 1 August 2024. Shareholders may vote on the Scheme Resolution by:
 lodging a proxy form by no later than 11:30am (AEST) on 30 July 2024 by following the instructions on your proxy form;
 attending the Scheme Meeting in person or online on 1 August 2024; or attending the Scheme Meeting by proxy, attorney or corporate representative.Further details as to how to vote on the Scheme Resolution are set out in section 3 ofthe Scheme Booklet and in the proxy form dispatched to shareholders on or around 1July 2024.If, after reading the Scheme Booklet, you have any questions about the Scheme or theScheme Booklet, please contact the Pacific Smiles Shareholder Information Line on1300 367 804 (within Australia) or +61 2 9066 6162 (outside Australia) between 8:30am and 5:30pm (AEST), Monday to Friday (excluding public holidays).This announcement was authorised by the Pacific Smiles Board.

ENDS

i hold PSQ

oh no ! a potential drop in share price ! what to do , what to do ?

maybe i will just bulk up like last time it dipped to 88 cents a share

it really makes you wonder where the heck they recruited these directors from ( surely they can't be this disloyal and promoted from in-house )

 

[divs4ever]

NDC BidCo increases Scheme Consideration to best and highest price of $1.91 per share

Highlights
• NDC BidCo has increased the Scheme Consideration to $1.91 cash per Pacific Smiles Share.
• This is NDC BidCo’s best and highest price and will not be increased absent a third party making or proposing a higher or superior proposal or offer, or the Pacific Smiles Board recommending to shareholders any third party proposal or offer.
• The Pacific Smiles Directors continue to recommend that all shareholders vote in favour of the Scheme Resolution, subject only to no Superior Proposal emerging and the Independent Expert not withdrawing or adversely changing its conclusion that the Scheme is in the best interests of Pacific Smiles Shareholders.

As announced on 29 April 2024, Pacific Smiles Group Limited (ASXSQ) (PacificSmiles) has entered into a scheme implementation deed for a scheme of arrangement pursuant to which NDC BidCo Pty Ltd (NDC BidCo) proposes to acquire 100% of Pacific Smiles shares (Scheme)1, subject to conditions.2

Pacific Smiles advises that NDC BidCo has increased the Scheme Consideration to$1.91 per Pacific Smiles Share (Improved Proposal).3 Pacific Smiles and NDC BidCo have today varied the scheme implementation deed to give effect to the Improved Proposal.

NDC BidCo has confirmed that the Improved Proposal is its best and highest price for Pacific Smiles Shares and will not be increased absent a third party making or proposing a higher or superior proposal or offer, or the Pacific Smiles Board recommending to Pacific Smiles Shareholders any third party proposal or offer.

A copy of the correspondence received from NDC BidCo is attached to this announcement.

Therefore, if the Scheme becomes Effective, under the Improved Proposal, PacificSmiles Shareholders will be entitled to receive Total Cash Value of $1.91 for each Pacific Smiles Share held, comprising:

• the Permitted Dividend of $0.07 for each Pacific Smiles Share held on the Permitted Dividend Record Date (currently expected to be 7:00pm (AEST) on 8 August 2024),to be paid by Pacific Smiles;4 and
• the Scheme Consideration of $1.84 for each Pacific Smiles Share held on the Scheme Record Date (currently expected to be 7:00pm (AEST) on 12 August 2024),to be paid by NDC BidCo.

If the Scheme becomes Effective, all Pacific Smiles Shareholders on the Scheme Record Date will receive the increased consideration regardless of whether they have already voted, or if they vote for or against the Scheme Resolution.
The Pacific Smiles Directors continue to recommend that all Pacific Smiles Shareholders vote in favour of the Scheme Resolution, subject only to no Superior Proposal emerging and the Independent Expert not withdrawing or adversely changing its conclusion that the Scheme is in the best interests of Pacific Smiles Shareholders.5

The Scheme Meeting remains scheduled to be held Thursday, 1 August 2024 at 11:30am(AEST) at Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000 and online.

Your vote is important in determining whether the Scheme proceeds and the PacificSmiles Directors strongly encourage you to vote.Further disclosure regarding the Improved Proposal, and its implications for the upcoming Scheme Meeting, will be provided to shareholders later this week.

i hold PSQ

am still inclined to hold out on this and take the risk the share price will plummet and the 'weak-grip Willie ' directors will take the next offer in say two years time closer to $1 a share

of course i could be wrong and share-holders find a new board with both spine and loyalty , but time will tell

( this is an investment in a market niche for me , rather than outright capital gains )

PS i have already been kicked to the curb with a fistful of cash by ONT ( One Thousand Smiles )