Reverse takeover of Livingstone Health transfers it from SGX mainboard to Catalist

 

CITICODE shareholders on Friday approved the reverse takeover of healthcare specialist Livingstone Health, thus transferring its listing status from the mainboard to the Catalist board on the Singapore Exchange (SGX), the company said in a press statement.

 

Shareholders also voted in agreement of a change of corporate identity, with a name change to Livingstone Health Holdings.

 

The reverse acquisition will be satisfied by a base and deferred consideration. The base consideration is S$47 million, of which S$2 million will be in cash, said the company. The deferred consideration will amount up to S$25 million, of which S$1.5 million will be in cash, it added.

 

New shares will be issued at S$0.20 per consolidated share.

 

The pro forma revenue and pro forma adjusted net profit after tax of Livingstone Health were S$14.3 million and S$3.2 million respectively for the financial year of 2019.

 

Unaudited revenue for the six months ended June 30, 2020 was S$6.5 million. Net profit for the same period amounted to S$900,000.

 

Voluntary trading suspension of Citicode shares is expected to start on Feb 2, before the reverse takeover is expected to complete on Feb 5.

 

Wilson Tay will serve as executive director and chief executive of the new entity.

 

Citicode' s current executive chairman and chief executive officer (CEO) Teh Wing Kwan will be redesignated non-executive and non-independent chairman, and remain a substantial shareholder.

 

Livingstone Health Holdings has 15 medical doctors practising at 12 medical clinics and one medical spa in Singapore. Its services include aesthetics and wellness, anaesthesiology and pain management, orthopaedic surgery, as well as physiotherapy.

 

Separately, video solutions provider Artivision Technologies shareholders also voted in support of a reverse takeover of electronic payment and online retail business Mobile Credit Payment.

 

Ching Chiat Kwong, CEO of property developer Oxley Holdings and a controlling shareholder of the Artivision, and his associates were required to abstain from voting on two of the ordinary resolutions.