The Supreme Court of New South Wales has cleared the way for Ramsay Health Care shareholders to vote on the proposed demerger of Ramsay Générale de Santé SA, the company’s French healthcare operations. The court has ordered that a Scheme Meeting be convened to consider a scheme of arrangement that would distribute Ramsay’s 52.79% shareholding in the French entity directly to Ramsay shareholders. This represents a significant corporate restructuring for the ASX-listed healthcare operator.
The demerger would separate Ramsay’s European exposure from its core Australian and international assets. Ramsay Générale de Santé is a substantial European healthcare network, and holding it as a significant stake within the broader group has represented a material portion of Ramsay’s portfolio. By distributing this holding to shareholders, Ramsay would enable investors to hold the French operations separately while allowing the restructured Ramsay entity to focus on its remaining portfolio of hospitals and healthcare facilities across Australia, Fiji, Indonesia, Malaysia, and the United Kingdom.
The Ramsay board has unanimously recommended that shareholders vote in favour of the demerger. Deloitte Corporate Finance, appointed as the Independent Expert to assess the proposal, has concluded that the demerger is in the best interests of Ramsay shareholders, absent a superior proposal. This alignment between the board recommendation and the independent expert view suggests a degree of consensus around the transaction structure among those tasked with evaluating shareholder interests.
Shareholders will vote on two related matters. The first is a capital reduction required to effect the demerger, to be considered at a General Meeting. The second is the scheme of arrangement itself, to be voted on at the Scheme Meeting. Both will be held consecutively on 24 November 2026, immediately following Ramsay’s 2026 Annual General Meeting, commencing at 10.00am Sydney time at The Fullerton Hotel in Martin Place.
Ramsay intends to despatch the Demerger Booklet by 23 October 2026. This booklet will contain the full details of the proposed demerger, the board’s reasons for its recommendation, a copy of the Independent Expert’s report, and all notices of meeting. Shareholders who have elected to receive communications electronically will receive the materials via email upon despatch, while those receiving hard copy will have materials mailed following ASIC registration.
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Investors should review the Demerger Booklet carefully once available to understand the full implications of the proposed distribution, including any tax consequences and the future capital structure of both the continuing Ramsay entity and the distributed Ramsay Générale de Santé holding. The next key catalyst will be the release of the Demerger Booklet, expected by late October, followed by the shareholder vote in late November. This announcement is price sensitive and has been flagged as material by the ASX.
View the full ASX announcement (PDF)
About Ramsay Health Care Limited (ASX: RHC)
Ramsay Health Care Limited is an Australian multinational healthcare provider that operates approximately 500 facilities including hospitals, day surgery centers, clinics, and pharmacy services. The company specializes in surgery, rehabilitation, and psychiatric care across Australia, the United Kingdom, France, Scandinavia, Germany, and parts of Asia. It is one of the largest private hospital operators globally.
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