Irish FDI Clearance & Expected Acquisition of PAM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION FORM THE BASIS OF, OR SHOULD BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OPTIMA HEALTH PLC. PLEASE SEE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

24 March 2026

Optima Health plc

("Optima", the "Company", and, together with its subsidiaries, the "Group")

Receipt of Irish FDI Clearance and Expected Completion of Acquisition of PAM Healthcare Limited

Further to the Company's announcement on 16 February 2026 regarding the conditional acquisition of PAM Healthcare Limited ("PAM"), Optima (AIM: OPT), the UK's leading provider of technology enabled corporate health and wellbeing solutions, is pleased to announce that it has received clearance from the Minister for Enterprise, Trade and Employment under Section 16(3)(a)(i) of the Screening of Third Country Transactions Act 2023 ("Irish FDI"), the sole outstanding condition to completion of the acquisition of PAM (the "Acquisition").

As a result, the Acquisition is now unconditional and is expected to complete on or around 26 March 2026 ("Completion").

Optima will acquire the entire issued share capital of PAM, one of the UK and Republic of Ireland's leading occupational health and wellness service providers, for total cash consideration of approximately £100 million on a debt-free, cash-free, normalised working capital basis, subject to customary adjustments.

The Acquisition is being financed partly through new committed secured debt facilities of £70 million with existing banking partners HSBC and Barclays (the "New Facilities"), and partly through an unsecured short-term related party bridge facility of £30 million with Deacon Street Partners Limited ("Deacon Street"), an entity controlled by Lord Ashcroft KCMG PC, a substantial shareholder of the Company (the "Bridge Facility").

As previously announced, Optima intends to repay the £30 million Bridge Facility provided by Deacon Street and to pay associated transaction costs from the net proceeds of an underwritten open offer to raise approximately £35 million (the "Open Offer"). The Open Offer is expected to be made available to qualifying shareholders at an issue price of 175 pence per new ordinary share of 1 penny each (the "Issue Price"), representing a discount of approximately 17.8 per cent. to the closing mid‑market price of 213 pence per ordinary share on 13 February 2026, being the last practicable dealing day prior to the announcement of the Acquisition. Deacon Street has agreed to underwrite the Open Offer at the Issue Price.

The Open Offer will be conducted within the Company's existing share issuance authorities obtained at the Company Annual General Meeting on 1 September 2025.

A circular will be published and posted to shareholders shortly following Completion in relation to the Open Offer (the "Circular") and will include, among other things: (i) further details of the Open Offer and actions to be taken by the Company's qualifying shareholders; and (ii) a notice of general meeting in order to seek the approval of the independent shareholders of the Company in relation to a waiver of Rule 9 of the City Code on Takeovers and Mergers in respect of Deacon Street's underwriting of the Open Offer. 

Further details regarding the Open Offer and publication of the Circular will be announced shortly following Completion.

Jonathan Thomas, Chief Executive Officer of Optima Health, commented: "We are delighted to have secured Irish FDI clearance and look forward to completing this transformational acquisition in the coming days. The acquisition of PAM is highly complementary and synergistic for Optima and represents a significant step forward in delivering our stated strategic objectives of £200 million revenue and £40 million adjusted EBITDA in the medium term. We look forward to welcoming PAM colleagues and customers as we begin integration activities focused on service continuity, enhanced client propositions, and technology and data platform alignment."

Enquiries

About Optima Health

Optima Health is the UK's leading provider of occupational health and wellbeing services, delivering clinically led, technology-driven solutions to organisations across the public and private sectors. With a team of more than 1,600 including 800 clinicians, Optima Health supports millions of employees and operates from a network of more than 50 clinics nationwide.

 In addition to its core UK market, Optima Health also operates in Ireland under Optima Health Ireland, providing occupational health services to clients nationwide.

For more information visit www.optimahealth.co.uk

Disclaimer

Panmure Liberum Limited ("Panmure Liberum") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for Optima and for no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition or any other matter referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Acquisition, or any other matter referred to in this announcement. The responsibilities of Panmure Liberum as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any director, shareholder or any other person.

Cavendish Capital Markets Limited ("Cavendish") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Optima and no one else in connection with the Acquisition and will not be responsible to anyone other than Optima for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Cavendish nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this announcement.

Important Information

No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 (the "POATR")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement is for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the "EEA"), "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); and (b) if in the United Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the POATR who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").

This announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; or (ii) the United Kingdom, by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is only available to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will only be engaged in with such persons.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into United States except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

The contents of this announcement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the proposed Open Offer. If you are in any doubt about any of the contents of this announcement, you should obtain independent professional advice. This announcement does not constitute a prospectus or equivalent document and does not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong.

Certain statements in this announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding the Company's future financial condition, performance, anticipated events, strategic initiatives, or trends, the future performance of the Company resulting from the Acquisition and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" (or the negatives thereof) and words of similar meaning. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, assumptions, uncertainties and other factors that could cause the actual results of operations, financial condition, performance, liquidity and dividend policy and the development of the industries in which Optima's and PAM's businesses operate to differ materially from those expressed or implied by the forward-looking statements. Undue reliance should not be placed on such forward-looking statements. In particular, but without prejudice to the generality of the above, no representation or warranty is given, and no responsibility or liability is accepted, either as to the achievement or reasonableness of any future projections, forecasts, estimates or statements as to any prospects or future returns contained or referred to in this announcement or in relation to the basis or assumptions underlying such projections or forecasts. Forward-looking statements speak only as of the date of such statements. Except as required by applicable law, Optima and Panmure Liberum and their respective affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.

No statement in this announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

The proposed Open Offer will be made pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce a prospectus. This announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act, 2000, as amended, does not apply.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The distribution of this announcement and any proposed offering and/or issue of securities referred to herein in certain jurisdictions may be restricted by law or regulation. No action has been taken by the Company that would permit an offer of securities or possession or distribution of this announcement or publicity material relating to securities in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdiction.