APM HUMAN SERVICES INTERNATIONAL LIMITED(APM)

delisted at entity's request under Listing Rule 17.11

we understand Ancora BidCo Pty Ltd acquired all of the issued shares in APM for the consideration of $1.45 cash per share

The company has requested the suspension of its ordinary shares on the ASX from the close of trading on 25 September 2024. The suspension is to facilitate the implementation of a scheme of arrangement under part 5.1 of the Corporations Act 2001, under which Ancora BidCo Pty Ltd will acquire all APM shares not already held by MDP or its affiliates. APM confirms that it is not aware of any reason for the suspension and will apply for termination of the quotation and removal from the ASX's official list.

The securities of APM Human Services International Limited will be suspended from quotation at the close of trading on Wednesday, 25 September 2024 under Listing Rule 17.2, following lodgement of the Supreme Court of New South Wales' orders with ASIC approving the scheme of arrangement by which Ancora BidCo Pty Ltd will acquire all of the issued shares in APM.

The suspension of trading in the securities of APM Human Services International Limited is expected to be lifted from the commencement of trading on Monday, 8 April 2024 following the release by APM of an announcement regarding receipt of a non-binding acquisition proposal and a business update.

APM subsequently received a non-binding indicative proposal from funds controlled by MDP to acquire all of the shares in APM which it does not already hold for $1.40 cash per share by way of a scheme of arrangement. The MDP Proposal includes a rollover election for APM shareholders to receive all or part of the consideration in unlisted shares in the acquisition entity. The MDP Proposal requires certain shareholders, including Executive Chair, Megan Wynne and founding related parties, Michael Anghie and key management to elect to receive all of their consideration in scrip. The MDP Proposal is on a non-exclusive basis subject to conditions. The MDP Proposal contemplates that the SID will itself be subject to customary conditions precedent for a transaction of this nature, including APM shareholder approval.

Subsequent to the end of the exclusivity period with CVC, the Company has received approaches from parties to assess the potential for a transaction. The Company has now received a letter of intention from Madison Dearborn Capital Partners and related entities stating its intention to submit a Non-Binding Indicative Offer to acquire 100% of the issued shares of APM. MDP have advised that their intention is to submit the NBIO during the morning of Friday 5 April 2024 (Chicago, U.S. Time), being the evening of Friday 5 April 2024 AWST. The extension of the voluntary suspension is requested to allow the Company to receive and consider the terms of the NBIO and disclose those terms to the ASX in order for the Company's shares to trade on an informed basis. It is requested that the extension to the voluntary suspension apply immediately and continue until the commencement of trading on Monday 8 April 2024.

The securities of APM Human Services International Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of APM, pending the release of an announcement regarding an update to the market regarding a potential transaction.

listed entity carried for record purposes only