Key Highlights

• Eligible holders would receive 0.25 Ramsay Santé securities for each Ramsay share held, rounded down, and their existing Ramsay shares would be unaffected.

• The vote follows the 10.00am Annual General Meeting on 24 November 2026.

• The scheme requires more than 50% of votes cast for the Capital reduction resolution, and for the scheme resolution a majority by number of voting shareholders plus at least 75% of votes cast.

• Court approval is also needed, with a second court hearing indicated for 27 November 2026, and the indicative implementation date is 9 December 2026.

Why is Ramsay Health Care separating its European arm, and what changes for shareholders? The short answer is that Ramsay Health Care (ASX:RHC) plans to distribute its 52.79% stake in Ramsay Générale de Santé SA, known as Ramsay Santé, to shareholders through a demerger, leaving a more Australia and UK-focused group. Shareholders are due to vote on 24 November 2026.

The central development: the Ramsay Santé demerger

of the scheme booklet, the demerger is an in-specie distribution carried out through a scheme of arrangement. Eligible holders would receive 0.25 Ramsay Santé securities for each Ramsay share held, rounded down, and their existing Ramsay shares would be unaffected. The vote follows the 10.00am annual general meeting on 24 November 2026.

The scheme requires more than 50% of votes cast for the capital reduction resolution, and for the scheme resolution a majority by number of voting shareholders plus at least 75% of votes cast. Court approval is also needed, with a second court hearing indicated for 27 November 2026, and the indicative implementation date is 9 December 2026. These dates are subject to approvals and could change.

What the company does and how it earns revenue

Ramsay operates private hospitals and other healthcare services. Its Revenue comes mainly from patient admissions and procedures, paid by private health insurers, governments and patients. Ramsay Santé operates 491 healthcare facilities across France, Sweden, Norway, Denmark and Italy. After the demerger, the remaining group would comprise 71 hospitals in Australia, plus Ramsay UK and Elysium Healthcare.

It gave historical FY2026 figures for Ramsay Santé of revenue of A$9,275.5 million, EBIT of A$298.6 million and a net loss of A$65.2 million.

Financial results and operating performance

Ramsay reported FY26 results for the year to 30 June 2026 on 27 August 2026. Revenue was A$18.6 billion, up 4.2% in constant currency, and underlying EBIT was A$1,162 million, up 11.8%. Underlying net profit after tax was A$364.1 million, up 22.9%, and underlying Earnings Per Share were 151.0 cents. The final fully Franked Dividend was 48.5 cents per share, bringing the total to 91 cents.

Group EBIT Margin improved by 30 basis points to 6.2%, and funding group Leverage was 1.83 times, below the 2.5 times target. Management pointed to better activity growth, higher-acuity cases, improved theatre utilisation and tighter cost control in Australia, and said the UK and Australian businesses were net Cash Flow positive.

For FY27, Ramsay expects EBIT growth and further margin improvement. It also planned to complete the Acquisition of National Capital Private Hospital in September 2026.

Why separate the businesses

The logic, as explained by the company, is to give each Business a clearer identity and capital structure. The European operation is large but has lower margins than Australia, and its results are reported in euros, which adds currency translation to Ramsay's accounts. A separation lets investors choose their exposure. This is a reading of the company's rationale and not a prediction of the outcome.

Ramsay Santé refinanced in July 2026, extending Debt maturities to 2033, and the Facility included a change-of-control provision designed for the distribution. Pre-tax Transaction Costs were about A$59 million, of which about A$27 million is incurred regardless of the outcome. Small shareholders holding 500 shares or fewer receive cash by default unless they opt out by 5.00pm on 30 November 2026.

Sector conditions and competitive position

Private hospital operators face pressure from labour costs, insurer negotiations and government funding settings. In Australia, activity growth and a favourable mix of procedures have helped. In Europe, funding is largely public and Tariff settings influence results. Ramsay is one of the largest private operators in its markets, with scale that supports purchasing and clinical capability, though that scale also exposes it to regulatory change.

What shareholders might consider

For existing holders, the practical effect would be owning two securities instead of one, each with a different risk profile. The remaining Ramsay would be smaller by revenue but, on the pro forma figures cited, would keep most of the group's earnings, since about A$807 million of the group's roughly A$1.1 billion underlying EBIT would sit in the retained business.

Holders who prefer not to receive Ramsay Santé securities can sell them after implementation, though the small free float may make trading thinner.

Material risks and what to watch

The key uncertainty is the vote and court process, as the scheme must pass thresholds before taking effect. A rejection would leave the group structure unchanged and the transaction costs partly incurred.

After implementation, Ramsay Santé would carry a loss-making profile on the historical figures cited, and its free float is small at about 7.39%, which may affect Liquidity and trading. The remaining Ramsay business would depend on Australian and UK funding conditions and its ability to sustain margin gains.

Other risks include wage inflation, regulatory changes, acquisition integration and the possibility that the listing structure for Ramsay Santé securities changes, since they are expected to trade as ASX CDIs only if a foreign exempt listing proceeds.

Key dates include the 24 November 2026 vote, 30 November effective date and 9 December implementation date, all indicative.