Integral Diagnostics : Acquisition and Entitlement Offer Investor Presentation

For personal use only

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Acquisition of Peloton Radiology and Entitlement Offer Investor

Presentation

23 February 2022, Melbourne

Integral Diagnostics Limited (ASX:IDX) attaches the Acquisition of Peloton Radiology and Entitlement Offer Investor Presentation.

Authorised for lodgement by the Integral Diagnostics Board of Directors

Contact details:

Name: Kirsty Lally

Title: Company Secretary

Tel: [phone]

Email: [e-mail]

About IDX:

Integral Diagnostics (IDX) is a leading provider of medical imaging services across Australia and New Zealand. The Company provides state of the art diagnostic services to patients and their referrers at 71 radiology clinics, including 29 comprehensive sites. IDX employs some of Australasia's leading radiologists and nuclear medicine specialists in a unique medical leadership model that ensures quality patient care, service and access. Good medicine is good business. For more information, please visit www.integraldiagnostics.com.au/.

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ersonal use only

"Good Medicine is Good Business"

INTEGRAL

DIAGNOSTICS

ACQUISITION OF PELOTON RADIOLOGYAND ENTITLEMENT OFFER

23 FEBRUARY 2022

IMPORTANT NOTICE AND DISCLAIMER

This investor presentation (Presentation) is dated 23 February 2022 and has been prepared by Integral Diagnostics Limited (ABN55 130 832 816) (IDX or Integral). By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out below .

This Presentation has been prepared in relation to

only	•	IDX's acquisition of Peloton Radiology Pty Ltd (ABN34 618 621 613) (Peloton or Peloton Radiology) (the Acquisition); and
•	an accelerated non-renounceable entitlement offer of new fully paid ordinary shares in IDX (New Shares) to be made to eligible institutional shareholders of IDX
	(Institutional Entitlement Offer) and eligible retail shareholders of IDX (Retail Entitlement Offer) under section 708AA of the Corporations Act 2001 (Cth)
	(Corporations Act) as modified by Australian Securities and Investments Commission (ASIC) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and
	ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 (Entitlement Offer).

The distribution of this Presentation in jurisdictions outside of Australia may be restricted by law and any such restrictionshould be observed. Any failure to comply w ith such restrictions may constitute a violation of applicable securities laws. Refer to Section C of this Presentation for further details about international offer restrictions.

Summary information

This Presentation is for information purposes only and is a summary only. It should be read in conjunction w ith IDX's most recent financial report and IDX's other periodic and continuous disclosure information lodged with the Australian Securities Exchange (ASX), whichis available at www.asx.com.au. The content of this Presentation is provided as at the date of this Presentation (unless otherwise stated). Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, IDX does not have any obligation to correct or update the content of this Presentation.

usep blications.

Certain information in this Presentation has been sourced fromthe sellers of Peloton, its representatives or associates. As described further in the risk factors outlined in Section B of this Presentation, w hile steps havebeen taken to review that information, no representationor warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy.

Certain market and industry data used in this Presentation may have been obtained fromresearch, surveys or studies conducted by third parties, including industry or general p blications. Neither IDX nor its advisers or representatives have independently verified any such market or industry data providedby third parties or industry or general

Not financial product advice or offer

ersonalThis Presentation does not, and does not purport to, contain all information necessary to make an investment decision, is not intended as investment or financial advice (nor tax, ccounting or legal advice), must not be relied upon as such and does not and w ill not formany part of any contract or commitment for the acquisition of New Shares. Any

decision to buy or sell securities or other products should be made only after seeking appropriatefinancial advice.

This Presentation is of a general nature and does not take into consideration the investment objectives, financial situation or particular needs of any particular investor. Any i vestment decision should be made solely on the basis of your own enquiries. Before making an investment in IDX, you should consider whether such an investment is appropriate to your particular investment objectives, financial situation or needs. IDX is not licensed to provide financial product advice in respect of its shares.

This Presentation is for information purposes only and is not a prospectus, product disclosurestatement or other offering document under Australian law or any other law (and w ill not be lodged w ith ASICor any other foreign regulator).

The retail offer booklet for the Retail Entitlement Offer will be available follow ing its lodgement w ith ASX. Any eligible retail shareholder in Australia or New Zealand who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet before deciding whether to apply under that offer.

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IMPORTANT NOTICE AND DISCLAIMER (CONT.)

The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply w ith such restrictions may constitute a violation of applicable securities laws. This Presentation does not constitutean invitation or offer of securities for subscription, purchaseor sale in the United States of America or any other jurisdiction in w hich such an offer would be illegal. The securities referred to in this Presentation have not been, and w ill not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state or other jurisdiction of the United States of America and

onlymay not be offeredor sold, directly or indirectly, in the United States of America or to any person acting for the account or benefit of a person in the United States of America unless the securities have been registered under the Securities Act (which IDX has no obligation to do or procure) or are offeredand sold in an acquisition exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws. Refer to Section C of this Presentation for further details about international offer restrictions.

I vestment risk

An investment in IDX shares is subject to know n and unknown risks, some of whichare beyond the control of IDX and its directors and officers. IDX does not guarantee any particular rate of return or the performance of IDX nor does it guarantee any particular tax treatment. You should have regard to the risk factors outlined in Section B of this Presentation w hen making your investment decision. Cooling off rights do not apply to the acquisition of New Shares.

Financial information

All financial information in this Presentation is in Australian Dollars ($ or AUD) unless otherwise stated. This Presentation includes certain pro-forma financial information. The usepro-forma historical financial information provided in this Presentation is for illustrative purposes only and is not representedas being indicative of IDX's view s on its, nor anyone

lse's, future financial position and/or performance or any scale benefits, synergies or opportunities that may be realised as a result of the Acquisition. The pro-forma historical financial information has been prepared by IDX in accordancewith the measurement and recognition principles, but not the disclosure requirements, prescribed by the Australian Accounting Standards (AAS). In addition, the pro-forma financial information in this Presentation does not purport to be in compliance w ith Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission, and such information does not purport to comply with Article 3-05 of Regulation S-X.

Investors should be awarethat certain financial measures included in this Presentation are 'non-IFRS financial information' under ASICRegulatory Guide 230: 'Disclosing non- IFRS financial information' published by ASIC and also 'non-GAAPfinancial measures' within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under AAS and International Financial Reporting Standards (IFRS). Such non-IFRS financial information/non-GAAPfinancial measures do not have a standardised meaning prescribed by AAS or IFRS. Therefore, the non-IFRS financial information may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Although IDX believes these non-IFRS financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any

ersonalnon-IFRS financial information/non-GAAPfinancial measures included in this Presentation.

Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this Presentation are subject to the effect of rounding.Accordingly, the actual c lculation of these figures may differ fromthe figures set out in this Presentation.

Past performance

Past performance, including past share priceperformance of IDX and pro-forma financial information given in this Presentation is given for illustrative purposes only and should n t be relied upon as (and is not) an indication of IDX's view s on its future financial performance or condition. Past performanceof IDX and Peloton cannot be relied upon as an indicator of (and provides no guidance as to) the future performanceof IDX. Nothing contained in this Presentation nor any information made available to you is, or shall be relied up n as, a promise, representation, warranty or guarantee, whether as to the past, present or future.

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expressly disclaimany and all responsibility and liability (including, w ithout limitation, any liability arising fromfault, negligence or negligent misstatement) for any direct, indirect, consequential or contingent loss or damage arising fromthis Presentation or reliance on anything contained in or omitted fromit or otherwise arising in connection w ith this Presentation;

disclaim any obligations or undertaking to release any updates or revisions to the information in this Presentation to reflect any changein expectations or assumptions; and

do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in this Presentation or that this Presentation contains all material information about IDX or that a prospective investor or purchaser may require in evaluating a possible investment in IDX or acquisition of shares in IDX, or likelihood of fulfilment of any forward-lookingstatement or any event or results expressed or implied in any forward-lookingstatement.

IMPORTANT NOTICE AND DISCLAIMER (CONT.)

Future performance and forward-looking statements

This Presentation contains certain "forward-looking statements". The w ords "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidanceon, futureearnings and financial position and performance and any synergies of the combined businesses following the Acquisition are also forward-looking statements. Forward-looking statements, opinions and estimates

onlyprovided in this Presentation are based on assumptions and contingencies that are subject to change without notice and involve knownand unknownrisks and uncertainties and

other factors that are beyond the control of IDX, its directors and management including any further impacts of COVID-19 on IDX's continued trading and operations. This includes statements about market and industry trends, which are based on interpretations of current market conditions.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economicclimate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic.

Forw ard-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance r achievements may differ materially fromthose expressedor implied in such statements and any projections and assumptions on which thesestatements are based. These statements may assume the success of IDX's business strategies. The success of any of those strategies will be realised in the period for w hich the forward-looking statement

may have been prepared or otherwise. Readers are cautioned not to place undue reliance on forward-looking statements and except as required by law or regulation, none of IDX, its representatives or advisers assumes any obligation to update these forward-looking statements. No representationor warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation. The forward-

uselooking statements are based on information available to IDX as at the date of this Presentation. Except as required by law or regulation (including the ASX Listing Rules), none of IDX, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, n w information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performanceare also forward-looking

tatements.

Di claimer

Jefferies (Australia) Pty Limited (ACN 623 059 898) is acting as lead manager and underwriter (Lead Manager) to the Offer. A summary of the key terms of the underwriting agreement betw eenIDX and the Lead Manager is provided in Section D.

To the maximum extent permitted by law , IDX and the Lead Manager and each of their respectiverelated bodies corporate, shareholders and affiliates, and each of their respective officers, directors, partners, employees, representatives, affiliates, agents, consultants and advisers:

ersonal•

•

•

Y u acknowledge and agreethat determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal requirements and the discretion of IDX and the Lead Manager and each of IDX and the Lead Manager disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law .

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