Regis Holdings Limited (MUSE:REGI.N0000) concluded a conditional agreement to acquire Medserv p.l.c. (MTSE:MDS) for €30.17 Million in a reverse merger transaction on April 12, 2021. Medserv will issue 47.9 million shares. The execution of the said agreement will, upon completion, bring together the two groups of companies and the Company will be renamed MedservRegis. The deal is subject to shareholder approval of Medserv, all required regulatory approvals, the delisting of Regis from the Stock Exchange of Mauritius, the transfer out of the Regis Group of the shareholding in certain entities (representing non-core businesses), known as reorganization, the transfer by the DOC Trust, the Renaissance Trust and the Siger Trust to Docob of the shareholding in Regis (which will then act as seller to Medserv of the shareholding in Regis), the receipt by the Sellers of the Foreign Direct Investment Clearance, the execution of a loan agreement (and the provision of security) between Regis and Drill Stem Testing International Limited (a company that will be extracted from the Regis Group following the reorganization), for the purpose of ensuring that the Medserv group is adequately protected from any liability resulting from the said reorganization.

The decision to enter into the share purchase agreement was taken by unanimous vote of the directors, with the exception of Anthony S. Diacono and Anthony J Duncan (the Conflicted Directors) who declared a conflict due to a private agreement reached with the Regis Shareholders for the acquisition by the Regis Shareholders of 1.5 million shares in Medserv (in the case of Anthony S. Diacono) and 1.5 million shares in Medserv (in the case of Anthony J. Duncan). Additionally, the Conflicted Directors, in their capacity as shareholders have informed the Company that they have entered into a call option agreement with the Regis Shareholders (acting through the holding company to be incorporated) pursuant to which the latter have been given the right (for three years) to acquire additional shares in the Company at a discounted price. In the event of an exercise of the call option, the Regis Shareholders will become bound to launch a mandatory bid to all shareholders in the Company in line with the provisions of Chapter 11 of the Listing Rules on Takeover Bids. Subject to the satisfaction of all conditions precedent, completion of the transaction is required to take place by the July 31, 2021, unless otherwise agreed between the parties. As of June 11, 2021, shareholders of Medserv approved the transaction. Completion expected
by end June 2021.