Announcement PDF DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C CLEANSING NOTICE UNDER SECTION 708(A)(12C)(E) OF THE CORPORATIONS ACT 2001 (CTH) 1. Purpose of this Cleansing Notice 1.1 Doctor Care Anywhere Group Plc ARBN 645 163 873 (Company) gives this cleansing notice (Cleansing Notice) under section 708A(12C) of the Corporations Act 2001 (Cth) (Corporations Act) as amended by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instruments 2016/82 (ASIC Instrument 2016/82). 1.2 The Company has conducted a placement of convertible notes under which it will raise approximately £10,600,000 from institutional investors (Convertible Note Placement). On 12 December 2023, the Company entered into binding subscription agreements with certain institutional investors (including AXA PPP Healthcare Group Limited (AXA Health) and Axia Investments Limited (Axia)) for the issue of convertible notes (Subscription Agreements) with terms set out in a convertible loan note instrument (Convertible Loan Note Instrument), with the convertible notes having a maximum aggregate face value of approximately £10,600,000 (Convertible Notes). The issue of the convertible notes was conditional on the Company’s obtaining shareholder approval to issue the Convertible Notes, with such shareholder approval having been obtained at the Company’s General Meeting held on 4 January 2024. 1.3 The Convertible Notes have been issued to investors as sophisticated or professional investors (Investors) without disclosure under Part 6D.2 of the Corporations Act. The issue of this Cleansing Notice enables fully paid ordinary shares in the Company (Shares) or CHESS Depositary Interests (CDIs) representing underlying Shares to be issued by the Company in the event of conversion of the Convertible Notes, to be on-sold to retail investors without disclosure. 1.4 The Company gives notice that: 1.4.1 the Convertible Notes were issued without disclosure to Investors under Part 6D.2 of the Corporations Act; and 1.4.2 this Cleansing Notice has been given in accordance with section 708A(12C)(e) of the Corporations Act (as modified by ASIC Instrument 2016/82). 1.5 Neither ASIC nor ASX take responsibility for the contents of this Cleansing Notice. 1.6 The terms of the Convertible Notes are summarised in section 4 below. 2. Contents of this Cleansing Notice 2.1 This Cleansing Notice sets out the following: 2.1.1 2.1.2 in relation to the Convertible Notes and the CDIs/Shares issued on conversion of Convertible Notes: (a) the effect of the issue on the Company; (b) a summary of the rights and liabilities attaching to the Convertible Notes; (c) a summary of the rights and liabilities attaching to the CDIs and Shares that will be issued on conversion of the Convertible Notes; any information that: Doctor Care Anywhere Group Plc ARBN 645 163 873 Registered Office: Harmsworth House 13-15 Bouverie Street London EC4Y 8DP [9362275:41875752_1] DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C (a) has been excluded from continuous disclosure in accordance with the ASX Listing Rules; and (b) is information that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of: (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and (ii) the rights and liabilities attaching to the Convertible Notes, CDIs and Shares, to the extent which it would be reasonable for investors and their professional advisers to expect the find in this Cleansing Notice; and certain information relating to the Company’s status as a disclosing entity. 2.1.3 3. The effect of the issue on the Company 3.1 Given the funds raised (net issue of costs) by the issue of Convertible Notes will be used to refinance the existing loan facility (the AXA Loan) that the Company has with AXA Health (i.e. the funds raised from AXA Health, Axia and other investors in the Convertible Notes Placements will be used to repay the AXA Loan including interest), the principal effect of the issue of the Convertible Notes on the Company will be to: 3.2 3.1.1 maintain the same level of cash reserves of the Company; 3.1.2 remove the requirement for the Company to make repayments of principal of the AXA Loan of £769,231 per quarter, with such repayments originally scheduled to commence in November 2023; 3.1.3 maintain materially the same level of indebtedness of the Company, being approximately £10,600,000, which is the aggregate amount of the Convertible Notes, whereas prior to the Convertible Note Placement, the Company’s indebtedness was the outstanding principal amount of the AXA Loan plus accrued interest which totalled £10,407,101. With this issue, there is no further accrual of interest through to the mandatory redemption date (i.e.. Longstop Date) of 31 December 2027; and 3.1.4 increase the number of CDIs / Shares on issue as a result of any conversion of the Convertible Notes (see below), as further described at paragraph 3.2 and section 4 below, with equivalent reduction in the principal amount of debt outstanding. A table setting out the effect of the Company’s entry into the Convertible Loan Subscription Agreements on the capital structure of the Company is set out below. Number on issue immediately prior to entry into the Convertible Loan Subscription Agreements Number on issue on the date of this Cleansing Notice following completion of the Convertible Note Placement Number on issue assuming completion of the Convertible Note Placement and full conversion of the Convertible Notes CDIs 366,771,846 366,771,846 598,560,134 Options 12,658,548 16,158,548 16,158,548 Doctor Care Anywhere Group PLC- ARBN 645 163 873 Registered Office: Harmsworth House 13-15 Bouverie Street London EC4Y 8DP DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C Deferred Shares 99,600 99,600 99,660 Convertible Notes 0 Approximately 10,640,000 Convertible Notes with a principal value of approximately £10.6m 0 Note: this table is prepared on the basis that all Shares are held as CDIs Further to the above, the below table shows the potential security holdings that the investors in the Convertible Note Placement may hold as a result of their Convertible Notes. Number of CDIs held on date of this Cleansing Notice % of CDIs held on the date of this Cleansing Notice Number of Convertible Notes acquired under the Convertible Note Placement Number of CDIs held following completion of the Convertible Note Placement and assuming full conversion of the Convertible Notes % of CDIs held following completion of the Convertible Note Placement and assuming full conversion of the Convertible Notes Axia 0 0 5,194,960 113,174,860 18.9% AXA Health 0 0 5,407,101 117,796,472 19.7% Other Convertible Note investors 0 0 37,500 816,957 0.1% Note: this table is prepared on the basis that all Shares are held as CDIs 4. Rights and liabilities attaching to the Convertible Notes 4.1 The following is a broad summary of the rights and liabilities attaching to the Convertible Notes. The summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the institutional investors participating in the Convertible Note Placement. Term and maturity Total face value The maturity or longstop date is 31 December 2027 (Longstop Date). Interest Drawdown fee Security and collateral The principal amount of the Convertible Notes will not bear interest. There is no drawdown fee to be paid by the Company. The Convertible Notes are unsecured and rank equally with all other unsecured obligations of the Company. Conversion terms Providing that: a) more than sixty (60) calendar days has passed since a Noteholder previously delivered a Conversion Notice; b) the Notes to be converted have an aggregate value of at least £500,000; and c) all the Convertible Notes held by the Noteholder have not otherwise been converted into Shares or redeemed, or repurchased, Up to a maximum aggregate amount of approximately £10,600,000. Doctor Care Anywhere Group PLC- ARBN 645 163 873 Registered Office: Harmsworth House 13-15 Bouverie Street London EC4Y 8DP DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C Conversion Price Maximum number of CDIs on conversion Voluntary prepayment Mandatory redemption Covenants Events resulting in immediate redemption a Noteholder may elect, on any date which is at least ten (10) Business Days prior to the Longstop Date, to convert all or some of the Convertible Notes held by it for the time being outstanding into Shares at the Conversion Price on the relevant Conversion Date by delivering a Conversion Notice to the Company. A Conversion Notice must specify the Conversion Date (which must not be later than the Longstop Date) and must be delivered to the Company at least five (5) Business Days prior to the relevant Conversion Date at the registered office of the Company for the time being as notified from time to time to the Noteholders. £0.0459 per CDI (A$0.0875 per CDI as conversion price set based on exchange rate of £0.524595 per A$1 as of 8 December 2023, 17:00 UK) The maximum amount of CDIs that may be issued on conversion of the Convertible Notes is 231,788,288. On or after 1 January 2026, the company may redeem all outstanding Convertible Notes in full by repaying to the relevant Noteholders an amount equal to the aggregate of the then outstanding principal amount of the Convertible Notes. On the Longstop Date the Company will repay in full all outstanding Convertible Notes. The Company has made various covenants to the Noteholders which are largely on market standard terms. For example, the Company will not grant security over its assets other than in certain permitted circumstances of with Noteholder special majority approval. Also, the Company will not issue any options or Shares/CDIs other than those already agreed with Noteholders up to a maximum of 50 million ordinary shares – unless permitted by Noteholder special majority approval. Noteholder special majority approval means approval of more the 75% of the principal amount of the Notes outstanding. All Convertible Notes on issue shall be immediately redeemed at the principal amount, if: a) the Company does not pay on the date due any amount payable pursuant to the Instrument, unless such failure to pay is caused by an administrative or technical error and payment is made within 30 business days of its due date; b) the Company does not comply with any of its other obligations under the Instrument and such failure (if capable of remedy) is not remedied within 30 business days of the earlier of a Noteholder giving notice to the Company or the Company becoming aware of the failure to comply; c) in relation to any financial indebtedness of the Company: a. such financial indebtedness is not paid when due nor within any originally applicable grace period; b. such financial indebtedness is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default (however described); c. any commitment for such financial indebtedness is cancelled or suspended by a creditor of the Company as a result of an event of default (however described); or d. any creditor of the Company becomes entitled to declare such financial indebtedness due and payable before its specified maturity as a result of an event of default (however described), Doctor Care Anywhere Group PLC- ARBN 645 163 873 Registered Office: Harmsworth House 13-15 Bouverie Street London EC4Y 8DP DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C d) provided always that no event of default will occur under c) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness is less than £5,000,000 (or its equivalent in any other currency or currencies); e) the Company gives notice of a de-listing event pursuant to clause 15 of the Instrument and the Company is unable to procure a relisting of the Company’s CDIs on ASX within 20 business days of the occurrence of the relevant de-listing event; f) any Conversion Notice delivered by a Noteholder in accordance with Part 2 of Schedule 2 to the Convertible Note Instrument is void as a result of the application of paragraph 2.8 of Part 2 of Schedule 2 to the Convertible Note Instrument and the Company fails to procure that the Shares or CDIs are admitted to trading and/or listing or are to be immediately admitted to trading and/or listing on another internationally recognised, regularly operating and regulated stock exchange approved with the prior approval of the Noteholder special majority so as to allow the conversion notice to take effect as originally intended within 10 business days of the originally intended conversion date; g) all or any material part of the to the Convertible Note Instrument becomes invalid, unenforceable, terminated, unlawful, disputed or ceases to have full force and effect; h) any representation or statement made or to be made by the Company in this Instrument or any other document delivered by or on behalf of any such person under or in connection with this Instrument or the issuance of the notes (excluding any commercial, operational or financial information provided to the Noteholders in the ordinary course of business) is or proves to have been incorrect or misleading when made or deemed to be made and such misrepresentation has a material adverse effect; i) the Company rescinds or purports to rescind or repudiates or purports to repudiate this Instrument or any other document in connection to the issuance of the notes, or evidences an intention to so rescind or repudiate; j) any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in writing, or any judgment or order of a court, arbitral body or agency is made, against the Company in relation to this Instrument or in relation to the transactions contemplated under this Instrument or against its assets, in each case which (a) are reasonably likely to be adversely determined and, (b) if adversely determined, are reasonably likely to have a material adverse effect; k) the Company’s month end cash balance (as stated in its latest management accounts), aggregated with any amounts or accounts receivable owed to the Company and attributable to AXA (provided that any accounts receivable which are disputed in good faith by AXA shall not be included for the purposes of calculating this threshold) being less than £1,000,000 and such deficiency is not remedied within 30 business days of the earlier of a Noteholder giving notice to the Company of the deficiency or the Company becoming aware of the cash balance deficiency; l) an administration order is made in relation to the Company or any material subsidiary; m) an order is made, or an effective resolution is passed, for the winding-up, liquidation, administration or dissolution of the Doctor Care Anywhere Group PLC- ARBN 645 163 873 Registered Office: Harmsworth House 13-15 Bouverie Street London EC4Y 8DP DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C Assignment and transferability Governing Law Company or any material Subsidiary (except for the purpose of a solvent reorganisation or amalgamation of the Company or any material subsidiary); n) an encumbrance holder takes possession or a receiver is appointed of the whole or the major part of the assets or undertaking of the Company or any material subsidiary or if distress, execution or other legal process is levied or enforced or sued out on or against the whole or the major part of the assets of the Company or any material subsidiary and is not discharged, paid out, withdrawn or removed within 20 business days; o) the Company or any material subsidiary stops (or threatens to stop) payment of its debts generally or ceases (or threatens to cease) to carry on its business or a substantial part of its business; p) the Company or any material subsidiary is deemed for the purposes of section 123 Insolvency Act 1986 to be unable to pay its debts or compounds or proposes or enters into any reorganisation or special arrangement with its creditors generally; or q) in respect of items h) to g) inclusive, the occurrence of any other analogous proceeding or application of analogous provision under any applicable bankruptcy or similar law in connection with any obligations of the Company. r) the Company or any material subsidiary is deemed for the purposes of section 123 Insolvency Act 1986 (UK) to be unable to pay its debts or compounds or proposes or enters into any reorganisation or special arrangement with its creditors generally. The Convertible Notes are transferable in accordance with the procedures in the Instrument. The Convertible Note Instrument and Convertible Notes are governed by the laws of England and Wales. 5. Rights and liabilities attaching to Shares underlying CDIs issued on conversion of the Convertible Notes 5.1 The Shares underlying CDIs that may be issued on the conversion of the Convertible Notes will rank equally in all respects with all of the Company’s existing Shares. 5.2 The rights attaching to the Shares, including new Shares underlying CDIs to be issued on the conversion of the Convertible Notes, are set out in the Company’s Articles of Association, and, in certain circumstances, regulated by the Companies Act 2006 of UK (Companies Act), the ASX Listing Rules and the general law. 5.3 A broad summary of the rights and liabilities attaching to Shares as at the date of this Cleansing Notice are set out below: General meetings Each Shareholder is entitled to receive notice of and, except in certain circumstances, to attend and vote at general meetings of the Company and receive all financial statements, notices and other documents required to be sent to Shareholders under the Articles, the Companies Act and the ASX Listing Rules. At least 14 days’ notice of a meeting must be given to Shareholders. Doctor Care Anywhere Group PLC- ARBN 645 163 873 Registered Office: Harmsworth House 13-15 Bouverie Street London EC4Y 8DP DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C Voting At a general meeting of the Company, every Shareholder present in person or by proxy, attorney or representative has (a) on a show of hands, one vote and (b) on a poll, one vote for each Share held. Under the Articles, for so long as the Company is listed on the ASX, if required by the ASX Listing Rules, all resolutions at general meetings shall be voted by poll. Dividends Subject to the Companies Act, the Articles and any special terms and conditions of issue, the Directors may, from time to time as permitted by an ordinary resolution of the Shareholders, pay, resolve to pay, or declare any interim, special or final dividend as, in their judgement, the financial position of the Company justifies. The Directors may fix the amount, time and method of payment of the dividends. Rights on winding up If the Company is wound up, the liquidator may, with authority of a special resolution and any other authority required by law, divide among the members in specie the whole or any part of the assets of the Company. Transfer of Shares Subject to the Companies Act and the restrictions set out in the Articles, a member may transfer all or any of the member’s shares, but every transfer must be in writing and in the usual or common form, or in any other form which the Directors may approve. The Company may, in circumstances permitted under the ASX Listing Rules or ASX Settlement Operating Rules, decline to register a transfer of Shares or apply a holding lock to prevent a transfer of Shares. If the Directors decline to register a transfer or apply a holding lock, the Company must give the party lodging the transfer written notice of the refusal or holding lock and the reason for refusal or holding lock. Variation of rights Variation of the Articles • If at any time the share capital of the Company is divided into different classes of shares, subject to all applicable laws and regulations, the special rights attached to any class (unless otherwise by the terms of issue of the shares of that class) may be varied or abrogated either with the written consent of the holders of at least three quarters of the issued shares in the particular class; or • the sanction of a special resolution passed at a separate meeting of the holders of shares in that class. The Articles can only be amended by a special resolution passed by at least three quarters of members present and voting at a general meeting of the Company. 6. Rights and liabilities attaching to CDIs issued on conversion of the Convertible Notes 6.1 The CDIs that may be issued on the conversion of the Convertible Notes will rank equally in all respects with all of the Company’s existing CDIs. 6.2 The rights attaching to the CDIs, including new CDIs to be issued on the conversion of the Convertible Notes, are set out below, and, in certain circumstances, are regulated by the ASX Listing Rules, ASX Settlement Operating Rules. 6.3 A broad summary of the rights and liabilities attaching to CDIs as at the date of this Cleansing Notice is set out below: Doctor Care Anywhere Group PLC- ARBN 645 163 873 Registered Office: Harmsworth House 13-15 Bouverie Street London EC4Y 8DP DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C What are CDIs? CDIs confer the beneficial ownership in foreign securities such as the Shares on the CDI holder, with the legal title to such Shares being held by an Australian depositary nominee. In order for the Shares to trade electronically on the ASX, the Company intends to participate in the electronic transfer system known as CHESS operated by ASX Settlement. CHESS cannot be directly used for the transfer of securities of companies domiciled in certain foreign jurisdictions, such as the UK. Accordingly, to enable the Shares to be cleared and settled electronically through CHESS, the Company intends to issue depositary interests called CHESS Depositary Interests or CDIs. Who is the depositary nominee and what do they do? The Company will appoint CHESS Depositary Nominees Pty Ltd (CDN), a subsidiary of the ASX, and an approved general participant of ASX Settlement to act as its Australian depositary nominee. What registers will be maintained recording your interests? The Company will operate a certificated principal register of Shares in the UK and an overseas branch register of members and uncertificated issuer sponsored and CHESS sub registers of CDIs in Australia. The Company has appointed Computershare to act as the CDI Registry. How is local and international trading in CDIs affected? CDI holders who wish to trade their CDIs will be transferring the beneficial interest in the Shares rather than the legal title. The transfer will be settled electronically by delivery of the relevant CDI holdings through CHESS. In other respects, trading in CDIs is essentially the same as trading in other CHESS approved securities, such as shares in an Australian company. What is the CDI:Share ratio? One CDI will represent an interest in one Share. What will CDI holders receive to evidence their holdings? CDI holders will receive a holding statement or allotment confirmation advice which sets out the number of CDIs held by the CDI holder and the reference number of the holding. The holding statements will be provided to a holder when a holding is first established and where there is a change in the holdings of CDIs. What are the voting rights of a CDI holder? CDN will receive notice of any meeting of holders of Shares and be entitled to attend and vote at any such meeting. CDI holders may attend and, subject to the requirements listed below, vote at any meeting of holders of Shares. Under the ASX Listing Rules, the Company as an issuer of CDIs must allow CDI holders to attend any meeting of the CDN will hold legal title to the Shares on behalf of CDI holders. The CDI holder will hold the beneficial title to the Shares and will receive all direct economic and other benefit of the Shares. CDN may not dispose of any of the Shares unless authorised by the ASX Settlement Operating Rules and is not able to create any interest that is inconsistent with the beneficial title held by the CDI Holders. CDN will receive no fees for acting as the depositary for the CDIs. The Company's uncertificated issuer sponsored and CHESS subregisters of CDIs and uncertificated CHESS sub-register of CDIs will be maintained by the CDI Registry. The principal and overseas branch registers are the registers of legal title to the Shares held by CDN (underlying the CDIs) being recorded on the overseas branch register in Australia. The two uncertificated sub-registers of CDIs combined will make up the register of beneficial title to the Shares underlying the CDIs. Doctor Care Anywhere Group PLC- ARBN 645 163 873 Registered Office: Harmsworth House 13-15 Bouverie Street London EC4Y 8DP DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C holders of Shares unless relevant laws in England and Wales at the time of the meeting prevents CDI holders from attending those meetings. In order to vote at such meetings, CDI holders may: ▪ instruct CDN, as the legal owner of the Shares, to vote the Shares underlying their CDIs in a particular manner. A voting instruction form will be sent to CDI holders with the notice of meeting or proxy statement for the meeting and this must be completed and returned to the Company's Share Registry prior to the meeting; or ▪ transmute their CDIs into a holding of Shares and vote these at the meeting (however, if the former CDI holder later wishes to sell their investment on ASX it would be necessary to convert the Shares back to CDIs). In order to vote in person, the conversion must be completed prior to the record date for the meeting. See above for further information regarding the transmutation process. As holders of CDIs will not appear on the Company's principal register of members as the legal holders of the Shares, they will not be entitled to vote at Shareholder meetings (and their CDIs will not count towards any relevant quorum requirements at such meetings). If a CDI holder wishes to vote at Shareholder meetings they must undertake on of the above steps. As each CDI represents one Share, a CDI holder will be entitled to one vote for every CDI they hold. CDI voting instruction forms and details of these alternatives will be included in each notice of meeting sent to CDI holders by the Company. These voting rights exist only under the ASX Settlement Operating Rules, rather than under the Companies Act. Since CDN is the legal holder of applicable Shares, but the CDI holders are not themselves the legal holders of their underlying Shares, the CDI holders do not have any directly enforceable rights under the Company’s constitution. What dividend and other distribution entitlements do CDI holders have? Despite legal title to the Shares being vested in CDN, the ASX Settlement Operating Rules provide that CDI holders are to receive all direct economic benefits and other entitlements in relation to the underlying Shares. These include dividends and other entitlements which attach to the underlying Shares. These rights exist only under the ASX Settlement Operating Rules (which have the force of law by virtue of the Corporations Act), rather than under the Companies Act. The Company expects to declare its dividends in GBP as this is its functional and presentation currency. The Company expects to pay its dividends in Australian Dollars to CDI holders. Holders can also elect to receive their dividends in their local currency by using the registry’s Global Payment Service, unless a CDI holder provides instructions to pay dividends into a UK bank account where they are paid in GBP. CDI holders must make an election to alter their dividend currency by the record date for the dividend. Currency conversion from GBP to Australian Dollar will be based on a selected foreign currency exchange rate determined on the record date and reflecting the 1:1 ratio between CDIs and Shares. What corporate action entitlement (such as rights CDI holders receive all direct economic and other entitlements in relation to the underlying Shares. These include entitlements to participate in rights issues, bonus issues and capital reductions. These rights exist only under the ASX Settlement Operating Rules, rather than under the Companies Act. Doctor Care Anywhere Group PLC- ARBN 645 163 873 Registered Office: Harmsworth House 13-15 Bouverie Street London EC4Y 8DP DocuSign Envelope ID: BA60F93D-6966-400D-B779-ECCCB473277C issues and bonus issues) do CDI holders have? It is possible that marginal differences may exist between the resulting entitlement of a CDI holder and the entitlements that would have accrued if a CDI holder held their holding directly as Shares. This is because for the purposes of certain corporate actions, CDN’s holding of Shares is treated as a single holding rather than as a number of smaller separate holdings corresponding to the individual interests of CDI holders (thus, for example, CDI holders will not benefit to the same extent from the rounding up of fractional entitlements as if they held Shares directly) as CDN is recognised as the absolute owner of its holding of Shares in its entirety as the registered owner thereof. The Company is required by the ASX Settlement Operating Rules to minimise any such differences where legally permissible. What rights do CDI holders have in the event of a takeover? If a takeover bid or similar transaction is made in relation to the Shares of