Ramsay Health Care Update Summary Company Overview - **Company**: Ramsay Health Care (OTCPK:RMYH.Y) - **Date of Briefing**: February 19, 2026 Key Points Strategic Review and Share Distribution - Ramsay Health Care announced the outcome of a comprehensive strategic review regarding its 52.79% shareholding in Ramsay Santé, proposing an in-specie distribution of Ramsay Santé shares to Ramsay shareholders to simplify the group and enhance focus on distinct strategic priorities [1][2] - The distribution aims to support Ramsay Health Care's transformation and growth potential in its core Australian hospital business [1] Rationale for the Proposal - Ramsay and Ramsay Santé operate in different geographic markets with distinct capital profiles and strategic objectives, allowing each business to focus on its respective strategies [2] - The proposal is expected to simplify Ramsay's financial profile by deconsolidating Ramsay Santé from its financial statements, providing shareholders the option to retain ownership in Ramsay Santé [2] Implementation Timeline - The in-specie distribution is expected to be completed in the fourth quarter of calendar 2026, subject to necessary approvals [3] - A demerger booklet will be distributed ahead of a shareholder vote in Q4 2026, containing all relevant information [4] Termination of Shareholder Agreement - Ramsay Health Care has given notice to terminate the existing shareholders' agreement with Predica, which will be effective from October 1, 2026 [3][15] - The termination is aligned with Ramsay's strategic shift towards Europe and its shareholding in Ramsay Santé [15] Financial and Operational Considerations - The management does not anticipate significant operational synergies or material dyssynergies post-demerger, focusing instead on the transformation of the Australian business [11][21] - The separation process is expected to be relatively simple due to Ramsay Santé's existing independence, including its own management and financing arrangements [22] Regulatory and Approval Process - The proposal will require shareholder approval, with a 75% majority needed for the scheme of arrangement to proceed [30] - Regulatory approvals will be based in Australia, with a demerger booklet reviewed by ASIC [16] Tax Implications - Ramsay Health Care will seek class order around demerger relief from the ATO, with details to be outlined in the demerger booklet [41] Engagement with Stakeholders - Ramsay Health Care will engage with all shareholders, including the Paul Ramsay Foundation, to explain the rationale behind the proposal [45] Cost Considerations - While there will be transaction fees and costs associated with preparing the demerger booklet, specific estimates will be provided in future results [48] Additional Insights - The management remains open to discussions regarding any superior alternative outcomes but is committed to progressing with the current proposal [7] - The strategic review has been thorough, involving market testing and engagement with potential interested parties [6][7] This summary encapsulates the key points from the Ramsay Health Care update, focusing on the strategic review, proposed share distribution, and implications for shareholders and the company.