Ramsay Générale de Santé, known as Ramsay Santé, has proposed board changes tied to parent Ramsay Health Care Limited’s planned distribution of its 52.79% stake, which would reshape governance at the French group if completed.
Five directors nominated by Ramsay Health Care Limited (RHC) — Natalie Davis, Henrietta Rowe, Steven Sargent, Karen Penrose and Anthony Neilson — would leave the board once the transfer is complete. Ramsay Santé’s board has nominated Frédéric Collet for independent chairman, pending his election as a director at a Dec. 4 shareholder meeting and completion of the distribution. The meeting will also consider appointments for Pascal Roché, Ramsay Santé’s CEO, and Alexandra Boleslawski. The appointments would take effect only after completion, and the board is expected to have more independent than nonindependent directors.
The proposed distribution would pass RHC’s 52.79% holding to shareholders under a scheme of arrangement. Eligible RHC shareholders would receive 0.25 Ramsay Santé security for each RHC share held on the record date, with fractions rounded down. The booklet notes that some shareholders are ineligible, while securities for others may be sold through a Sale Facility. RHC could elect to distribute CHESS Depositary Interests (CDIs) quoted on the Australian Securities Exchange (ASX) if Ramsay Santé obtains an ASX Foreign Exempt Listing and quotation; otherwise, shareholders would receive Ramsay Santé shares.
RHC says the separation reflects differences in the companies’ regional businesses, plans and financing needs, and argues it would give each more room to set its own direction. Shareholders who receive the distribution would own Ramsay Santé securities directly, while RHC says they would have less influence over decisions at the French group. The booklet estimates total separation costs at about A$59 million before tax — about A$27 million for Ramsay and A$32 million for Ramsay Santé — with roughly A$27 million to be incurred before shareholder meetings whether or not the plan proceeds.
Separately, Ramsay Santé said it filed its 2026 Universal Registration Document with France’s Autorité des marchés financiers (AMF) on Oct. 19 in European Single Electronic Format. It covers the financial year ended June 30, 2026, and the company said an English translation would be available shortly.
RHC’s shareholder meetings are set for Nov. 24, with a second court hearing listed for Nov. 27. Ramsay Santé’s meeting is scheduled for Dec. 4 at 4 a.m. ET (9 a.m. UTC; 10 a.m. CET) in Paris. RHC expects implementation on Dec. 9, though later milestones could change depending on court and regulatory decisions.
