Virtus Health : Compulsory Acquisition Notice

Allens
101 Collins Street	GPO Box 1776
Melbourne VIC 3000 Australia	Melbourne VIC 3001 Australia

1. [phone] F [phone]

www.allens.com.au

ABN 47 702 595 758

For personal use only

25 July 2022

Market Announcements Office

ASX Limited

Level 4

North Tower, Rialto

525 Collins Street

Melbourne VIC 3000 Sydney NSW 2000

By e-lodgement

Dear Sir / Madam

Takeover Offer by BGH Bidders for Virtus Health Limited (ACN 129 643 492) (ASX: VRT) - Compulsory acquisition notice

We act for BGH Capital Pty Ltd (ACN 617 386 982), investment manager or adviser to the constituent entities of the BGH Capital Fund I and its affiliates, Oceania Equity Investments Pty Ltd (ACN 655 692 738) as trustee for the Oceania Trust (Oceania) and Viney Bidco Pty Ltd (ACN 658 293 166) (formerly known as A.C.N. 658 293 166 Pty Ltd) (BidCo and together with Oceania, the BGH Bidders).

We refer to BGH Bidders' joint off-market takeover offer dated 20 April 2022 to acquire all of the ordinary shares in Virtus Health Limited (ACN 129 643 492) (Virtus).

We attach a notice in the prescribed form pursuant to section 661B(1) of the Corporations Act 2001 (Cth). The notice is in the form lodged with the Australian Securities and Investments Commission today and to be sent to relevant Virtus shareholders to effect compulsory acquisition of their outstanding shares in Virtus.

Yours sincerely

Tom Story	Charles Ashton
Partner	Partner
Allens	Allens
[e-mail]	[e-mail]
T [phone]	T [phone]

Encl.

CompanyNameCompanyName

Our Ref 121060662

MOTM 520502063v3 121060662

BGH CAPITAL

For personal use only

Level 26, 101 Collins Street	BGH Capital Pty Ltd
Melbourne VIC 3000 Australia	ABN 59 617 386 982
Telephone [phone]	AFSL 499049
www.bghcapital.com

25 July 2022

Dear Virtus Shareholder,

Compulsory acquisition of your shares in Virtus

As you know, entities affiliated with BGH Capital Pty Ltd (ACN 617 386 982), Oceania Equity Investments Pty Ltd (ACN 655 692 738) as trustee for the Oceania Trust (Oceania) and Viney Bidco Pty Ltd (ACN 658 293 166) (formerly known as A.C.N. 658 293 166 Pty Ltd) (BidCo and together with Oceania, the BGH Bidders) made a joint off-market takeover offer dated 20 April 2022 (the Offer) to acquire all the ordinary shares in Virtus Health Limited (ACN 129 643 492) (Virtus).

The Offer closed at 7.00pm (Melbourne, Australia time) on 27 June 2022 and our records show that the BGH Bidders did not receive a valid acceptance of the Offer from you before that time.

As the BGH Bidders have acquired a relevant interest in more than 90% of the shares in Virtus, BidCo proposes to acquire your ordinary shares under the compulsory acquisition provisions of the Corporations Act 2001 (Cth) (the Corporations Act). The acquisition will be effected on the same terms as those offered by the BGH Bidders under the Offer, which means that you shall receive $7.855 cash per Virtus share (being $8.155 less the special dividend of $0.30 paid by Virtus on 1 July 2022).

The formal notice which Bidco is required to give you under the compulsory acquisition provisions of the Corporations Act is enclosed.

On completion of the compulsory acquisition procedures, Bidco will deliver the consideration for your shares to Virtus. You will then be entitled to ask Virtus to provide that consideration to you. In due course, Virtus will send you a form to claim that consideration.

For personal use only

If you have any questions, please call the BGH Capital Offer Information Line on 1300 620 418 (toll-free within Australia) or [phone] (from outside Australia) or contact your legal, financial, tax or other professional adviser.

Yours sincerely,

Ben Gray

Founding Partner, BGH Capital

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