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HEALIUS LIMITED M&A Activity 2005

Feb 13, 2005

65058_rns_2005-02-13_ec418fa2-cfb5-4c8b-ae12-051f1b0ff384.pdf

M&A Activity

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Primary Health Care Limited

ACN (064 530 516) 30 - 38 Short Street LEICHHARDT NSW 2040

14 February 2005

Company Announcements Office Australian Stock Exchange Ltd 20 Bridge Street Sydney NSW 2000

FOR IMMEDIATE RELEASE

Dear Sirs

TAKEOVER BID BY PRIMARY HEALTH CARE LTD FOR HEALTH COMMUNICATION NETWORK LTD - COMPULSORY ACQUISITION

Attached is a copy of the following documents:

  • a compulsory acquisition notice dated today ("Compulsory Acquisition Notice") $(a)$ with respect to the compulsory acquisition by Primary Health Care Limited ("Primary") of ordinary shares in Health Communication Network Limited ("HCN") under section 661B(1) of the Corporations Act 2001 (Cth);
  • $(b)$ a letter to be sent to HCN shareholders to accompany the Compulsory Acquisition Notice.

A copy of the Compulsory Acquisition Notice was today lodged with the Australian Securities and Investments Commission and will be dispatched tomorrow to HCN shareholders.

Yours faithfully

Andrew Duff Company Secretary

Encl

LEICHHARDT NSW 2040

15 February 2005

Dear HCN Shareholder

TAKEOVER BID FOR HEALTH COMMUNICATION NETWORK LTD COMPULSORY ACQUISITION

As you are aware, Primary Health Care Ltd ("Primary") offered to purchase all of your ordinary shares in Health Communication Network Ltd ("HCN") pursuant to offers dated 19 December 2004 made under an off-market takeover bid ("the Bid"). The offer period closed on 11 February 2005.

As at 10 February 2005, Primary and its associates had a relevant interest in approximately 96.63% of HCN shares. Primary is now entitled to compulsorily acquire all HCN shares in respect of which it has not received a valid acceptance.

Primary's records show that you did not accept the offer made to you under the Bid. Accordingly, enclosed is an ASIC Form 6021 which constitutes formal notice from Primary of the commencement of the compulsory acquisition of your HCN shares in accordance with the Corporations Act 2001 (Cth).

The compulsory acquisition of your HCN shares will be on the same terms (including consideration of \$1.75 per HCN share) as those offered under the Bid.

Primary or HCN will contact you in relation to the procedure for claiming your consideration under the compulsory acquisition process.

Yours sincerely

Andrew Duff Company Secretary Encl

ASIC registered agent number 12
lodging party or agent name Abbott Tout
office, level, building name or PO Box no Level 42, MLC Centre
street number and name 19-29 Martin Place
suburb/city SYDNEY
state/territory NSW
postcode 2000
telephone $(02)$ 9334 8555
facsimile $(02)$ 9334 8585 ASS.
口 REQ-A 口
CASH. EI REQ-P EI
DX number 129
suburb/city SYDNEY
PROC. E
Australian Securities & Investments Commission form 6021

Notice of compulsory acquisition following takeover bid

To

Corporations Act 2001 $661B(1)(a)$

Securities of Health Communication Network Ltd (ACN 068 458 515) ("the Company") 1. Under an Off-market Bid offers were made by Primary Health Care Ltd (ACN 064 530 516) ("the bidder") in respect of the acquisition of fully paid ordinary shares in the Company. The offers closed on 11 February 2005. You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have $2^{\circ}$ not accepted the takeover offer. 3. The bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 ("the Act") that the bidder has become entitled pursuant to subsection 661A(1) of the Act to computsorily acquire your securities and desires to acquire those securities. $\mathbf{4}$ Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to. 5. Under section 661E of the Act, you have the right, within one month after being given this notice or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, to apply to the Court for an order that the securities not be compulsorily acquired. 6. The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before the end of the offer period. Unless on application made by you under section 661E within one month after being given this notice (as referred to $\tau$ in paragraph 5 of the notice) or within 14 days after being given a statement under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 6 of this notice. Signature print name Andrew Duff capacity Company Secretary sign here and a families of the second second in the second second in the second second second in the second second second second second second second second second second second second second second second second second second sec date 14 / 02 / 2005