Link: https://links.sgx.com/1.0.0/corporate-announcements/JGZ4W7JDTZM4WF8W/b9bdaf34de25f1f1ff43533e78fa557d2ca40cfea87bfa9ad72debbf7f719cb6

Summary:

• Transaction: Advance Digital Healthcare (100% DISA) to acquire 50% of Rheumatology Associates Pte. Ltd. (RA) for S$5.5 million, comprising S$2.5m in new DISA shares (250m shares at S$0.01) and S$3.0m cash (staggered over 12 months with 5% interest on deferred tranches).

• Structure/Accounting: Vendor retains 50% and control; DISA will equity-account the investment; ADH incorporated 21 Jul 2025 with S$0.6m capital to house healthcare assets.

• Business profile (RA): Singapore heartland-based integrated rheumatology and therapy centre; FY2024 revenue S$7.64m, EBITDA S$2.12m; 5-year revenue CAGR positive; NTA ~S$0.18m.

• Rationale: Adds profitable, growing healthcare earnings stream; plan to franchise RA’s model across heartland locations; leverages DISA’s AI diagnostic tools for osteoarthritis to scale throughput and access.

• Finder fee: 4% success fee (S$220k) payable to introducer upon consideration disbursement.

• Consideration shares: 250m new shares equal to ~1.77% of enlarged capital; issued under existing general mandate; no change of control.

• Conditions precedent: Due diligence, corporate approvals, SGX listing approval for shares, consents, warranties, absence of material adverse change; long-stop 29 Aug 2025.

• Vendor obligations: Vendor appointed CMO; to retain at least 50% stake and serve for at least 10 years; earns 5% royalty on revenue from new clinics/centres assisted by vendor.

• Financial effects (illustrative): NTA per share rises from 0.013 to 0.037 cents; LPS improves from 0.019 to 0.011 cents on a pro forma basis.

• Classification: Discloseable transaction under Catalist Rules; no shareholder approval required; cautionary statement issued.