Shareholders of Citicode has approved the reverse takeover (RTO) of homegrown healthcare specialist Livingstone Health.

The approval was received at an extraordinary general meeting (EGM) on Jan 22, where Citicode’s shareholders approved the RTO and transfer of its shares from the Mainboard to the Catalist board.

Following the RTO, Citicode will also change its corporate identity to Livingstone Health Holdings.

On July 29, 2020, Citicode announced that it has entered into an agreement to acquire Livingstone Health for a consideration of up to $72 million.


See: Citicode to acquire Livingstone Health for $72 mil and Citicode gets new lifeline via RTO deal with Livingstone


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Livingstone Health has 15 medical doctors practising at 12 medical clinics and one medical spa located across several locations in Singapore.

It offers tertiary healthcare services including aesthetics and wellness, as well as anaesthesiology and pain management.

Under the agreement, the conditional sale and purchase agreement (SPA) will be satisfied with a base consideration of $47 million with a deferred consideration of up to $25 million.

New shares will be issued at 20 cents per consolidated share.

The pro forma revenue and pro forma adjusted net profit after tax (NPAT) of Livingstone Health for FY2019 ended December were $14.3 million and $3.2 million respectively.

Livingstone Health’s unaudited revenue and net profit for the 1HFY2020 ended June were $6.5 million and $0.9 million respectively.

Prior to the RTO, Citicode shares will be consolidated on a 500-to-one basis, which will reduce its issued share base to 82.6 million from 41.3 billion shares previously.

After the RTO, Citicode will have an enlarged share base of 315.9 million and up to 433.4 million by FY2022 following the issuance of base consideration shares and deferred consideration shares respectively.

The voluntary trading suspension of Citicode shares is expected to begin on Feb 2. The RTO will take place on Feb 5.

Livingstone’s senior management and key doctors will thereafter be the controlling shareholders of Citicode.

Dr Wilson Tay will serve as Executive Director and CEO of Livingstone Health Holdings, while Teh Wing Kwan, Citicode’s current Executive Chairman and CEO, will be redesignated as non-executive and non-independent chairman. Teh will remain as a substantial shareholder.

The board of directors of the Livingstone Health Holdings will also include the existing independent and non-executive directors Fong Heng Boo and Chan Yu Meng and the newly appointed Lim Jun Xiong Steven.

“We thank Citicode’sshareholders for supporting this transformation. The Livingstone Health team is excited by the growth opportunities. We are committed to delivering shareholder value through expansion in Singapore and the region, leveraging on our combination of primary and tertiary healthcare on a single platform which emphasises medical outcome and good governance,” says Tay.

“The successful EGM marks the beginning of a new chapter of growth as a fastgrowing healthcare services company poised to capture new opportunities at home and abroad with its brand of integrated healthcare. I thank shareholders of Citicode for their support of this corporate transformation,” adds Teh.

SAC Capital is the financial advisor for the RTO and the sponsor of Citicode upon its transfer to the Catalist board.

Trading of the company’s shares following the consolidation is expected to resume trading at 9am on Feb 8.

Shares in Citicode last traded at 0.1 cent.