Transaction Update

Amala Foods PLC

10 July 2024

 

Amala Foods Plc

(the "Company")

Transaction Update

Amala Foods Plc (LON: DISH) is pleased to update the market on the progress of the Reverse Takeover process ("the Transaction").  The Company continues to engage with the Financial Conduct Authority (FCA) in respect of the approval of its prospectus and all also progress other work streams related to the Transaction and the development of the target business.

The Company announced previously on 24 April 2024 that its target company is a newly formed healthcare group, Healthcare Medical Plus Pte Ltd ("Healthcare Medical Plus"), a holding company domiciled in Singapore (the "Transaction").  Healthcare Medical Plus now has three subsidiaries in the Philippines as follows:

·    Dialysis Care Plus Inc (100% owned) - a company that is building dialysis centres in the Philippines where the market for dialysis services is growing every year. 

·    VidaHealth Inc (70% owned) - a diagnostic and medical centre that is in the final stages of construction.  The group have an option to build a further 50 centres pursuant to an existing joint venture arrangement.

·    TopHealth Medical Clinics Inc ("TopHealth") (40% owned) - the group acquired a 40% interest in TopHealth, a diagnostic and medical centre that has been successfully operating since 2009 since our last announcement.  Annual revenues having been growing consistently.  Audited financial statements show revenue for 2023 was over £900,000.   TopHealth is profitable and is expanding its services and real estate to accommodate additional growth.  Healthcare Medical Plus Pte Ltd has agreed to increase its stake to 50% prior to the completion of the Transaction. 

Healthcare Medical Plus has, to date, been funded by its founders and associates.

The Philippines has previously enacted legislation called The Universal Healthcare Act of 2019.  This legislation resulted in the automatic enrolment of citizens in the Philippine Health Insurance Corporation (PhilHealth) that entitles all citizens to insurance coverage and comprehensive outpatient services.  The annual coverage of dialysis services and diagnostics services has been increasing under PhilHealth so that it now covers dialysis patients for up to 156 dialysis sessions per year.  The Company believes that the coverage provided by PhilHealth will underpin strong growth in the Philippine healthcare sector over the coming years.

The biographies of key founders of Healthcare Medical Plus are as follows:

Sean Rodriguez, Chief Executive Officer - Healthcare Medical Plus

Sean was Vice President & Advisor at Hartford HealthCare, a fully integrated health system, with over 225 locations across the state of Connecticut. Sean was Chief Experience Officer and Executive Director at Barnes-Jewish Hospital at Washington University in St Louis. Further, he has over 20 years of experience in senior executive positions in healthcare in the USA. Worked for 9 years as Healthcare Administrator, Outpatient Specialty & Surgery Clinics at Vanderbilt University Medical Centre. Corporate Advisor and an Officer at Medicare Plus.  Medicare is one of the premiere healthcare providers in the Philippines.

Tobi Solidum, Director

Tobi founded a global Government Affairs and Strategic Business Development group with a focus on USA and Philippines. Represented Fresenius Medicare Care of North America, Liberty Dialysis, University of Pittsburgh Medical Centre and the National Kidney Foundation of Hawaii. Further, he was an integral part of growing a dialysis company from 13 to over 200 centres which was later acquired for US$2.1 billion.  Responsible for working with the US Centres for Medicare and Medicaid Services' approval of the current organ transplant program for the State of Hawaii. Developed and managed the National Kidney Foundation of Hawaii's state-wide COVID-19 testing program focused on protecting residents and visitors during the outbreak of the global pandemic.

Pliny Arenas - Dialysis Operations

Pliny is Vice President of Operations at US Renal Care since 2016 and is responsible for overall operations of Pacific Region with a census >2,000 patients in 15 In-Centre Clinics, 9 Home Therapy Programs, 1 International Transient Program and 4 Acute Programs with gross revenue of >US$100 million annually.  From 2013 to 2016 he was Regional Vice President of Operations for Diversified Services Inc and was responsible for overall operations with 23 In-Centre Clinics, 11 Home Therapy Programs and 2 Acute Services with a census of >2000 patients. From 1998 to 2013 Pliny worked at Fresenius Medical Care where he has held several positions.

Daniel Obradó Calzado - TopHealth CEO

Daniel is currently serving as the Chief Executive Officer of TopHealth in the Philippines. Daniel has built a reputation for excellence in business planning, digital transformation, and corporate finance. His leadership is characterized by a strategic vision and a hands-on approach to operations and financial management, having successfully managed and grown businesses across multiple countries, including Spain, Vietnam, India, and the Philippines.

Daniel's tenure at Keralty (the previous owner of TopHealth) began as a Business Development Manager, where he was instrumental in expanding the company's footprint in diverse markets. He then progressed to Corporate Development, contributing to strategic initiatives in Spain before assuming the role of Deputy CEO and Chief Operations Officer in the Philippines. His proven track record in these roles culminated in his appointment as CEO.

Transaction Update

Although the Company continues to progress the Transaction with the FCA it has taken longer than anticipated to complete the financial workstreams particularly as the scope of that work has been expanded to include TopHealth business which has a more developed trading history.  Whilst the Directors are confident that the Transaction will complete in late summer of 2024, it remains subject to regulatory approval (including the FCA and the Takeover Panel) and therefore as is normal with these types of transaction there can be no guarantee as to whether or when the Transaction will complete.  The Directors will provide further updates to the market in due course. 

Also, the Company is currently undergoing its 2024 annual audit for the period ending 31 March 2024 and understand that due to capacity issues this audit is unlikely to be concluded prior to 31 July 2024 and therefore the Company will not publish its annual financial report until August 2024. As this is later than is required by the Disclosure and Transparency Rules this would ordinarily result in the suspension of the Company's shares.  However, as the Company's shares are already suspended, and this suspension is not expected to be lifted until the Transaction completes or is aborted.

The Directors would like to thank its shareholders and its investors for their continued patience as the Board continue to strive to achieve a successful outcome for all shareholders and stakeholders.  Consistent with the past few years, the Directors continue to neither receive nor accrue any remuneration.

Enquiries:

Jonathan Morley-Kirk, Non-Executive Chairman

[e-mail]  

 

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