Livingstone Health Holdings Limited Completes Acquisition of 20% Stake in Affinity Surgery Centre

Livingstone Health Holdings Limited (“Livingstone Health” or the “Company”), a Singapore-incorporated healthcare group, has announced the completion of its acquisition of a 20% stake in Affinity Surgery Centre Pte. Ltd. (“Affinity Surgery Centre”). This marks a significant strategic development for the Company and its shareholders, with potential implications for its future growth and share value.

Key Highlights and Details of the Report

• Completion Date: The acquisition was officially completed on 1 December 2025.
• Stake Acquired: Livingstone Health, through a wholly owned subsidiary, has acquired 20% of Affinity Surgery Centre Pte. Ltd.
• Associated Company Status: Following the acquisition, Affinity Surgery Centre has become an associated company of Livingstone Health, as defined under the Catalist Rules.

Shareholders’ Agreement and Investment Safeguards

• Shareholders’ Agreement Mechanism: A detailed Shareholders’ Agreement was executed on 28 November 2025 involving the Purchaser (Livingstone Health’s subsidiary) and the Vendor.
• Capital Protection Clause: If the Revised Employment Agreement with the Vendor is terminated by the Vendor for any reason (the “Termination Event”), the Purchaser is required to sell all its shares in Affinity Surgery Centre back to the Vendor. The sale price will be determined by an investment capital protection formula, designed to safeguard Livingstone Health’s investment value in the event of the Vendor’s exit.
• Mandatory Sale: The sale of shares is mandatory upon a Termination Event, unless specific scenarios in the Shareholders’ Agreement exempt the obligation.
• No Option Rights: Neither party is granted any call or put option in connection with the sale, ensuring clarity and certainty in the event of employment termination.

Potential Share Price Sensitivity and Investor Considerations

• Strategic Expansion: The acquisition aligns with Livingstone Health’s strategic objectives to expand its healthcare portfolio, offering potential for increased revenues and market reach through specialty surgical services.
• Investment Protection: The capital protection mechanism reduces downside risk for Livingstone Health, ensuring shareholders’ interests are safeguarded if key management (Vendor) exits the operation.
• Associated Company Synergies: Affinity Surgery Centre’s operations and financials will now be associated with Livingstone Health, possibly contributing positively to its consolidated financial results.
• Risk Disclosure: Investors should be aware that any future Termination Event could trigger a mandatory sale of shares, potentially impacting Livingstone Health’s holdings and its financial exposure to Affinity Surgery Centre.

Regulatory and Sponsor Review

• This announcement was reviewed by Livingstone Health’s sponsor, SAC Capital Private Limited. However, it has not been examined or approved by the Singapore Exchange Securities Trading Limited (SGX-ST). The SGX-ST does not take responsibility for its contents.

Conclusion

The completion of the 20% acquisition in Affinity Surgery Centre represents a key milestone for Livingstone Health Holdings. The detailed structure of the Shareholders’ Agreement, especially the investment capital protection formula, provides significant security for the Company and its investors. The transaction is likely to be price-sensitive, given its potential impact on Livingstone Health’s business strategy, risk profile, and financial performance.

Disclaimer

This article is for informational purposes only. It does not constitute investment advice, and investors should conduct their own due diligence or consult their financial advisors before making any investment decisions. The information contained herein is based on official company announcements and is subject to change without notice.

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