Ramsay Health Care proposes in-specie distribution of Ramsay Santé shares to shareholders
Ramsay Health Care (ASX: RHC) has completed a comprehensive strategic review of its European operations and proposes to separate its 52.79% stake in Ramsay Santé by distributing shares directly to Ramsay shareholders. The Ramsay Health Care Santé Separation would be implemented through an in-specie distribution via a scheme of arrangement, with Ramsay Santé shares tradeable on the ASX through CHESS Depositary Interests (CDIs). The company targets completion in the fourth quarter of calendar 2026, subject to board, shareholder, and regulatory approvals.
Ramsay Santé is currently listed on Euronext Paris (PAR:GDS) and operates as an independent entity with its own board, management team, and standalone balance sheet. The proposed separation would provide Ramsay shareholders with direct exposure to both businesses without requiring them to sell their existing holdings, whilst removing the complexity of holding Euronext-listed shares for Australian investors through the CDI structure.
What is an in-specie distribution and why does it matter for investors?
An in-specie distribution refers to a corporate action where shareholders receive shares in another company rather than a cash payment. Under the proposed Ramsay Health Care Santé Separation, Ramsay shareholders would receive Ramsay Santé shares proportional to their existing Ramsay holding. For example, if an investor holds 1,000 Ramsay shares, they would receive a corresponding allocation of Ramsay Santé shares based on the distribution ratio determined at implementation.
Because Ramsay Santé is not listed on the ASX, Ramsay proposes to assist in establishing arrangements allowing shareholders to hold their interest through CHESS Depositary Interests. A CDI provides equivalent economic exposure to an ordinary listed share in Ramsay Santé whilst enabling trading on the ASX. This structure eliminates the need for Australian investors to establish international brokerage accounts or navigate foreign exchange complexities when trading their Ramsay Santé holdings.
The distribution requires implementation through a scheme of arrangement, which mandates a shareholder vote and requires court and regulatory approvals. This process provides shareholders with comprehensive information via a demerger booklet before voting on the proposal. The in-specie structure is tax-efficient compared to a cash sale, as shareholders retain optionality to hold or sell their Ramsay Santé interest post-separation according to their individual investment strategies.
Strategic rationale behind the Ramsay Santé separation
The Board believes the separation would enhance shareholder value by enabling sharper strategic focus for both entities. Ramsay would concentrate on the transformation and growth potential of its core Australian hospitals business, whilst Ramsay Santé would continue pursuing its European-focused strategy and transformation independently. The proposal recognises the fundamentally different geographic focus, strategies, and capital profiles of the two businesses.
Separation complexity is reduced because Ramsay Santé already operates independently, including separate financing and balance sheet arrangements. The company maintains its own governance framework and strategic direction, distinct from Ramsay’s Australian operations.
| Factor | Ramsay Health Care | Ramsay Santé |
|---|---|---|
| Geographic Focus | Australia | Europe (France, Nordics, Italy) |
| Strategy | Transformation of Australian hospitals | European-focused growth |
| Governance | ASX-listed | Euronext Paris-listed |
| Balance Sheet | Standalone | Separate financing arrangements |
Deconsolidation of Ramsay Santé from Ramsay’s financial statements would simplify the Group’s reported financial profile, potentially improving transparency for investors analysing the core Australian operations. This structural change allows each management team to allocate capital according to regional priorities without competing for Group resources, whilst providing shareholders with direct exposure to Ramsay Santé alongside the opportunity to retain ownership interest in the business.
Ramsay Santé’s European footprint
Ramsay Santé represents a significant European healthcare operator with diversified revenue streams across multiple markets. Investors receiving CDIs through the Ramsay Health Care Santé Separation would gain ownership in a business with the following operational metrics:
- 244 hospitals and clinics
- 167 primary care centres
- 32 imaging and radiotherapy centres
- Operations across five European countries (France, Denmark, Norway, Sweden, Italy)
- 38,000+ employees
- Treats 12 million+ patients annually
- Market-leading position in French acute care and mental health facilities
In Denmark, Norway, and Sweden, Ramsay Santé operates facilities including primary care units, specialist clinics, and hospitals. The company also operates a 93-bed hospital in Italy. Ramsay Health Care currently owns 52.79% of Ramsay Santé, which is listed on Euronext’s European financial markets platform.
Timeline and next steps for Ramsay shareholders
No shareholder action is required at this time. The company has outlined an indicative timeline for the separation process, with key milestones scheduled across 2026:
- 26 February 2026 – Ramsay FY26 results release
- October 2026 – Demerger booklet provided to ASIC, Court, and shareholders
- November 2026 – Shareholder meeting to vote on scheme of arrangement
- December 2026 – Target implementation date
The demerger booklet will contain detailed information on tax implications and valuations for shareholder decision-making. This document provides the comprehensive analysis required for investors to assess the proposal ahead of the shareholder vote scheduled for November 2026.
As part of the broader strategic review, Ramsay has decided to terminate the shareholders’ agreement with Crédit Agricole Assurances (through its subsidiary Prédica), which holds 39.82% of Ramsay Santé. The shareholders’ agreement will terminate in accordance with its terms with effect on 1 October 2026. This termination removes governance constraints ahead of the proposed separation, providing greater flexibility for both entities post-demerger.
Board remains open to superior alternatives
Whilst the Board has proposed the in-specie distribution following its comprehensive strategic review conducted with advisers Goldman Sachs, it has emphasised its commitment to acting in shareholders’ best interests. The company remains open to considering alternative outcomes if superior proposals emerge.
Board Statement
“The Board will continue to act in the best interests of shareholders and remains open to considering superior alternative outcomes, including by engaging with potentially interested third parties.”
This signals discipline in the strategic review process and leaves the door open for a potential takeover or alternative transaction if one materialises. The Board’s market testing of potential options during the strategic review included assessing the executability of various alternatives before arriving at the proposed in-specie distribution structure.
Ramsay is engaging with Ramsay Santé regarding the potential implications of it ceasing to be Ramsay Santé’s majority owner, including any required consultation process by Ramsay Santé with its relevant employee representative bodies. The proposed distribution will be prepared in full cooperation with Ramsay Santé and its management team, ensuring alignment between both organisations throughout the separation process.
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