Virtus Health : signs revised Transaction Implementation Deed

ASX ANNOUNCEMENT

14 April 2022

VIRTUS HEALTH LIMITED (ASX: VRT)

Virtus signs revised Transaction Implementation Deed

Virtus Health Limited (Virtus) refers to its announcement on 11 April 2022 in relation to the revisions made by CapVest Partners LLP (CapVest) to the scheme and takeover proposals set out in the transaction implementation deed (TID) between Virtus and an entity controlled by CapVest dated 13 March 2022 (Revised CapVest Offer).

Virtus confirms that it has signed an amending deed to update the TID for the Revised CapVest Offer, a copy of which is attached to this announcement.

This announcement is authorised by the Virtus Board.

-ENDS-

Further information:
Investor Enquiries:	Media Enquiries:
Matt Prior	Peter Brookes
CFO, Virtus Health	Citadel Magnus
[phone]	[phone]
[e-mail]	[e-mail]

Virtus Health Limited (ASX:VRT) brings together leading clinicians, scientists, researchers and support staff to provide the very best in fertility care and related specialised diagnostic and day hospital services. We have developed one of the most successful ARS collaborations in the world. With 126 of the world's leading fertility specialists supported by over 1300 professional staff, we are the largest network and provider of fertility services in Australia, Ireland and Denmark, Singapore and UK.

Execution version

Transaction Implementation Deed - Amendment and Restatement Deed

Evergreen BidCo Pty Ltd

and

Virtus Health Limited

ACN 129 643 492

THIS DEED is made on

2022

BETWEEN:

(1) Evergreen BidCo Pty Ltd ACN 657 613 860 of Level 16, 80 Collins Street South Tower, Melbourne, VIC 3000 (CapVest); and

(2)Virtus Health Limited ACN 129 643 492 whose registered office is at Level 3, 176 Pacific Highway, Greenwich, NSW 2065 (Virtus).

RECITALS:

• (1) Virtus and CapVest are parties to the Transaction Implementation Deed dated 13 March 2022 between CapVest and Virtus (TID).

• (2) The parties wish to amend and restate the TID in the manner set out in this document.

THE PARTIES AGREE AS FOLLOWS:

• 1. INTERPRETATION

• 1.1 Rules for interpreting this document

  The interpretation clause in paragraph 1.2 of Schedule 1 of the TID apply to this document.

• 2. CONSIDERATION

  Each party acknowledges that it has received valuable consideration for entering into this document.

• 3. AMENDMENT AND RESTATEMENT

• 3.1 Amendment to TID

  The parties agree that the TID is amended with effect on and from the date of this document (the Effective Date) by:

  • (a) inserting the words and figures shown in blue text by adding new clauses or provisions;

  • (b) deleting the words and figures shown in red text that is struck-out; or

  • (c) otherwise amending existing clauses or provisions by inserting the words and figures shown in blue text or deleting the words and figures shown in red text that is struck-out,

  as the case may be and in the manner as set out inSchedule 1,with the effect that the TID is amended and restated with effect on the Effective Date to read in the manner as set out inSchedule 1(with such amendments made).

• 3.2 Effect of amendment

  • (a) Except as expressly amended and restated under the terms of this document, no changes to the TID are to be inferred or implied, and in all other respects the TID is confirmed and remains in full force and effect.

  • (b) Clause3.1does not affect any right or obligation of either party that arises before the Effective Date.

(c)With effect on and from the Effective Date, the TID will be read and construed as amended and restated under the terms of this document (including its schedules).

3.3

Consent

Each party (to the extent applicable):

• (a) consents to the amendments and restatements contemplated by this document; and

• (b) agrees that the TID to which it is a party shall be construed in such a way as to give effect to the amendments and restatements contemplated by this document.

4.

OTHER

Clauses 18.1 (Further acts), 18.7 (Amendments), 18.10 (Counterparts) and 18.4 (Governing law) of the TID apply to this document as if incorporated by reference in this document.

SCHEDULE 1

Amended and restated form of TID