The Scheme Booklet is intended to help you to consider and decide on how to vote on the Scheme at the Scheme Meeting.

Firebird BidCo Pty Ltd (ACN 669 884 824) is the company that will be acquiring your Estia Health Shares under the Scheme, in consideration for the Scheme Consideration. The Bidder is a wholly-owned subsidiary of Firebird HoldCo Pty Ltd, which itself is indirectly wholly-owned by Bain Capital Asia Fund V, LP, a Cayman Islands limited partnership, which is managed by Bain Capital Investors, LLC, an entity advised by US-based private equity firm Bain Capital Private Equity, LP.

The Scheme is a proposal under which Estia Health Shareholders will transfer all of their Estia Health Shares to the Bidder in exchange for the Scheme Consideration, if it is approved by the requisite majorities of Estia Health Shareholders and by the Court.

If the Scheme proceeds, the Bidder will own 100% of the Estia Health Shares and Estia Health will be delisted from the ASX shortly after the Implementation Date.

If the Scheme proceeds, the Bidder will acquire Estia Health and Estia Health will become a wholly owned subsidiary of the Bidder. Estia Health will be delisted from the ASX shortly after the Implementation Date, being Thursday, 30 November 2023. On the Implementation Date (currently expected to be Thursday, 30 November 2023), Estia Health Shareholders will receive the Scheme Consideration applicable to them under the terms of the Scheme.

Details on how the Scheme will be implemented are described in Section 10 of the Scheme Booklet.

You should take the following steps in relation to the Scheme:

• carefully read the Scheme Booklet in its entirety and seek advice if you have any questions; and
• vote on the Scheme.

The Estia Health Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Estia Health Shareholders.

Reasons for this recommendation and other relevant considerations are set out in Section 2.3 of the Scheme Booklet.

Each Estia Health Director intends to vote all Estia Health shares they hold or control in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Estia Health Shareholders.

The Independent Expert has concluded that the Scheme is in the best interests of Estia Health Shareholders, in the absence of a Superior Proposal.

The reasons why the Independent Expert reached these conclusions are set out in the Independent Expert’s Report, a copy of which is included in Appendix 1 of the Scheme Booklet. The Estia Health Directors encourage you to read this report in its entirety.
 

The Estia Health Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Estia Health Shareholders. The reasons for Estia Health’s Directors' unanimous recommendation are set out in Section 2.3 of the Scheme Booklet.

The Estia Health Directors' have identified potential reasons to vote against the Scheme. These are set out in Section 2.4 of the Scheme Booklet.

If the Scheme does not proceed, Estia Health will continue as a standalone entity and Estia Health Shareholders will retain their Estia Health Shares. In these circumstances, Estia Health may be subject to the risks set out in Section 7 of the Scheme Booklet.

If the Scheme is approved and implemented, Estia Health Shareholders will receive the Scheme Consideration of $3.08 per Estia Health Share.

If the Scheme is implemented, the Scheme Consideration will be paid to all Estia Health Shareholders on the Implementation Date (currently proposed to be Thursday, 30 November 2023).

The Scheme is subject to a number of Conditions set out in clause 3.1 of the Scheme Implementation Agreement. These are set out in further detail in Section 2.5 of the Scheme Booklet, including the status of such Conditions.

• the Scheme is approved by the Requisite Majorities of Estia Health Shareholders at the Scheme Meeting to be held on Wednesday, 15 November 2023, commencing at 9.00am (AEDT);
• the Court approves the Scheme at the Second Court Hearing and the Court order is lodged with ASIC; and
• all of the other Conditions to the Scheme are satisfied or waived (where capable of waiver).

Yes. Estia Health Shareholders may sell all or some of their Estia Health Shares on the ASX or otherwise at the prevailing market price at any time before the close of trading on the ASX on the Effective Date (which is currently expected to be Monday, 20 November 2023).  You will not be able to sell your Estia Health Shares on market after the Effective Date, as this will be the last day of trading in Estia Health Shares on the ASX before trading in Estia Health Shares on the ASX is suspended.

You may however seek to sell your Estia Health Shares off-market after the Effective Date but before the Scheme Record Date (currently proposed to be Thursday, 23 November 2023).

If you sell your Estia Health Shares before the Scheme Record Date you:

• will receive the proceeds from the sale of your Estia Health Shares sooner than you would receive payment under the Scheme (noting that your sale proceeds may vary from the Scheme Consideration);
• may incur a brokerage charge if you sell your Estia Health Shares on market;
• will not be entitled to any Scheme Consideration; and
• will not be able to participate in the Scheme or a Superior Proposal, if one emerges.
   

The result of the Scheme Meeting will be announced on Estia Health's website and to the ASX after the conclusion of the Scheme Meeting. 

Even if the Scheme Resolution is passed at the Scheme Meeting, the Scheme will only proceed if Court approval of the Scheme is obtained and all of the other conditions to the Scheme are satisfied or, if applicable, waived.