On 30 November 2023, AT Medics Limited made a written request for our prior authorisation to undergo a proposed Change of Control (as defined within the Contracts). Within the request, AT Medics Limited specified the proposed Change of Control as arising from the proposed transfer of the ownership of Operose Health Limited from MH Services International (UK) Limited toT20 Osprey Midco Limited.
It was decided that the necessary due diligence to consider the request would be managed at a London level for all 5 ICB’s.
On 28 December 2023, AT Medics Limited underwent the Change of Control, as specified above, without prior authorisation, and therefore in breach of Clause 54.3 of their contract.
We became aware that the Change of Control had taken place when the Contractor notified the ICB on 15 March 2024, and therefore that AT Medics Limited had breached Clause 54.3. Clause 54.3 of the Contracts states:
Save in respect of a public limited company listed on an internationally recognised exchange the Contractor shall not undergo a Change of Control without the prior authorisation of the Commissioner and subject to such conditions as the Commissioner may impose.
This breach notice is entirely without prejudice to, and we fully reserve, our ability to exercise any of our rights under the Contracts, and to enforce any of the terms and conditions of the Contracts, at any time. This includes, without limitation, our right to terminate the Contracts.
As a result, Borough Primary Care Executive Groups are currently being asked to approve issuing a breach notice in line with clause 54.3 of their contract. Please see example of proposed breach notice.
In addition, the due diligence report has now been published. This is currently being considered and will be discussed at future borough primary care executive group meetings.
We will keep stakeholders advised as we move forward.