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Abano provides details of dividend and share buy-back offer

Abano Healthcare Group Limited has today declared a special early interim dividend of 52 cents per share and provided further details of the off-market, pro rata voluntary share buy-back offer.

Chair of Abano, Alison Paterson, said: “The settlement today of the sale of Abano’s interest in the Bay Audiology business to National Hearing Care has resulted in a capital gain of over $70 million.

“As previously advised to shareholders, the Board’s intention is to return excess available funds by way of a special early interim dividend and by undertaking an off-market pro rata voluntary share buy-back and cancellation.”

Special Early Interim Dividend

A special early interim dividend totalling $12 million (52 cents per share) has been declared with a blended imputation credit of the old and new company tax rates. This dividend is calculated to utilise all of Abano’s current imputation credits.

The record date for the special early interim dividend will be 17 November 2009, with a payment date of 2 December 2009.

Dividend Reinvestment Plan (DRP)

Abano has recently introduced a Dividend Reinvestment Plan (“DRP”), details of which have been sent to all shareholders. The DRP will apply to the special early interim dividend for those shareholders who have elected to join the DRP scheme.

The price for the shares issued in lieu of the cash dividend under the DRP will be calculated as the volume weighted average sale price for all Abano shares sold on the NZX over the five trading days immediately following the record date.

The issue price of the shares will be confirmed on 26 November 2009 and the shares in lieu of dividend will then be issued at a 2.5% discount to this price. These shares will be issued on 2 December 2009.

Off Market Pro Rata Voluntary Share Buy-Back

The Board also confirmed that an off-market pro rata voluntary share buy-back will be undertaken, to return in excess of $42 million to shareholders. Abano will be offering to acquire for cash the same proportion of shares held by each shareholder (which, based on the estimated share price ex dividend, would equate to 1 out of every 3 shares held).

It is intended that the buy-back price be equivalent to the subscription price for shares to be issued under Abano’s DRP. Therefore, the exact price and ratio for the share buy-back will be confirmed on 26 November 2009, following confirmation of the issue price of shares under the DRP.

There will be no obligation for shareholders to accept the share buy-back offer. Shareholders may also choose to offer more than their pro rata entitlement to the company in case some shareholders do not accept for their full entitlement.

To be entitled to participate in the share buy-back, shareholders must be registered shareholders as at 5.00 pm on the record date of 1 December 2009. Similarly, shareholders will not be entitled to participate in the buy-back in respect of any shares acquired after 5.00 pm on the record date (including shares acquired under Abano’s DRP Plan).

An offer document containing the terms and conditions of the buy-back offer, including details on the offer price and ratio, will be sent to shareholders in early December. The offer is expected to close on 18 December 2009 with payment and share cancellation to occur on 23 December 2009.

Summary of Key Dates

Dividend and Dividend Reinvestment Plan

  • Record date for special early interim dividend 17 November 2009
  • Confirmation of issue price for shares under DRP 26 November 2009
  • Payment date for special early interim dividend 2 December 2009
  • Issue of shares under DRP 2 December 2009

Share buy-back offer

  • Confirmation of buyback ratio and price to be paid for shares 26 November 2009
  • Intended record date for share buy-back offer 01 December 2009
  • Intended closing date for share buy-back offer 18 December 2009
  • Intended payment and share cancellation date 23 December 2009

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