Dear Member,

Special General Meeting – Jallarah Homes Inc

Jallarah Homes Inc (Jallarah) has been working with the Commonwealth Department of Health, Disability and Ageing to continue to operate and meet quality of care for residents while undertaking a process to identify a new operator of the service.

After a structured expression of interest campaign guided by our advisers, the Board have entered into an agreement to merge with aged care provider Respect Group Limited (Respect). 

To facilitate the merger, Jallarah will need to adopt a new constitution, a process which requires approval by Members of Jallarah. As such, annexed to this letter is the Notice of Special General Meeting (Meeting), advising that the Meeting will be held 7.00pm on the 9^th June 2026 at the Meningie Bowling Club, where the Special Resolution to adopt a new constitution will be presented for consideration by Members.

If passed, the changes to the Constitution will ultimately result in a change of the membership and control of Jallarah from the local community to a new community operator and their representatives. It is important that Members read the information provided in this Notice of the Meeting.

The Jallarah community has a strong history of commitment to the needs of ageing members of the local community. This meeting is an important step to ensuring this commitment can continue, and the Directors encourage all Members to participate.

The Board has been open about the challenges for standalone providers to manage the complexities of regulatory and compliance burdens, rapidly rising operational costs, and significant challenges sourcing and retaining staff. The reality is Jallarah requires the scale and financial strength of a larger provider to navigate these challenges.

Following careful consideration of Respect’s business model, including several discussions with other community organisations who have joined Respect, the Board is confident in Respect’s intention to maintain and strengthen services to the benefit of the local community. This includes Respect’s intention to undertake a material upgrade and extension of the aged care facility to meet future needs.

The Board is unanimous in recommending that members vote in favour of the Special Resolution to be considered at the Meeting. If this Special Resolution is not passed, the Board considers that this would present significant risks to the long-term sustainability of aged care services in Meningie.

Annexed to this letter is Explanatory Memorandum outlining important context regarding the challenges facing Jallarah and why this is happening, the expression of interest process, a summary of key dates, information about voting at the Meeting, the proposed new Constitution, and how to contact Jallarah with any questions prior to the meeting.

This is an important meeting for our community and our members. Directors strongly encourage you to attend and participate in the discussion.

Yours sincerely

 

Judy Appelkamp

Chair of the Board

Jallarah Homes Inc

 

Explanatory Notes

 

The following notes have been prepared to assist members to better understand the item of business to be considered at the Special General Meeting of members.

Index

Context – understanding the case for change  1

Why Respect was selected  3

About Respect 3

What is involved in the change of control process?  5

Summary of key dates  6

Special General Meeting – Voting Information and explanation of Special Resolutions  7

 

Context – understanding the case for change

Over recent months it has been reported to you that Jallarah has been under significant financial distress. 

Like many other regional/rural aged care services, Jallarah is facing sustained financial pressures of operational losses, escalating workforce requirements and compliance demands. Given the scale requirements now expected in aged care, the Board resolved to pursue a transition of care and operations to a suitable, larger Registered Provider to safeguard services for residents, staff, and the Jallarah community moving forward.

Financial position

Over recent years Jallarah has incurred recurring operating deficits, including ($121,794) in FY23, ($285,830) in FY24 and ($432,471) in FY25. Over the same period, net assets declined from $5.73 million at 30 June 2022 to $4.88 million at 30 June 2025, reflecting the cumulative impact of losses and broader sector cost pressures.

Operational and workforce realities

Sustained clinical workforce shortages have significantly increased agency staffing costs, driving elevated cost run rates and being the main contributor to elevated/unsustainable operational costs. Although agency costs have now reduced significantly, this has required strong oversight, building of capability and roster management. It has also required exploration of visa programs and engagement of overseas staff, which has been a lengthy and complex process.

Accordingly, access to an experienced provider with scale and capability to address ongoing operational and workforce challenges is required moving forward.  

Scale and capability

The Board recognises that the expertise, systems and economies of scale of a larger provider are needed to sustainably deliver high quality care, invest in clinical systems, and manage compliance/reporting uplift, prudential obligations and facilities risks.

Commitment to residents and community

Jallarah operates 30 approved places and has experienced high occupancy, noting that the service is currently operating at capacity. The Board is proud of the high standards we maintain and the positive feedback we receive from residents and their families. These outcomes reflect the dedication of staff however, on their own they do not resolve the underlying structural and financial constraints outlined above.

The Board’s paramount consideration is its social, contractual and statutory obligations to ensure continuity of safe, quality care for residents and support for staff. A transition to a suitable provider is intended to underpin continuity and strengthen services locally.

Why transition is required now

In summary, the Board considers that:

• cumulative operating losses and cashflow fragility indicate the current model is not financially sustainable on a standalone basis;
• capital reserves and net assets have trended down, limiting capacity to absorb shocks or fund necessary investment;
• Jallarah has a non-delegable duty of care to its 30 residents and the local community to ensure continuity and quality; and
• achieving sustainable operations and meeting evolving clinical, workforce and governance obligations requires the scale, system and investment capacity of a larger provider.

These challenges are not a reflection of the dedication and effort shown throughout Jallarah’s operations. Rather, they reflect the increasing governance and compliance obligations, stricter quality and reporting requirements under the relevant legislation, inflationary and other cost pressures and conformance to account for minimum mandated daily nursing and care time per resident.

Process to identify a suitable incoming provider

Jallarah has been engaging with the Commonwealth Department of Health, Disability and Ageing to continue to operate and deliver quality of care for residents while undertaking a process to identify a new operator of the service. With specialist legal and financial advisers engaged, Jallarah has run a transparent process to explore options and conduct due diligence with reputable providers. That process has been undertaken in consultation, with the community’s interests in mind, and has progressed to the point where Respect Group Limited (“Respect”) is proposed as the incoming operator, subject to the required approvals.

The Board has overseen a robust process to identify Respect as the preferred provider, though ultimately the decision to implement this important change rests with members and is subject to members’ approval.

How the Preferred Provider was selected

The Board engaged McGrathNicol Advisory to run a structured market process to identify a suitable incoming Registered Provider. This included broad sector outreach, a staged expression of interest process, confidentiality and probity arrangements, targeted data room access, management meetings and site visits.

Evaluation criteria set by the Board covered:

• clinical governance and quality;
• workforce capability (including regional recruitment and RN coverage);
• financial capacity and prudential management;
• transition planning and operational readiness;
• proposed capital investment and asset strategy;
• alignment with community values; and
• approach to stakeholder engagement.

Following careful consideration of Respect’s business model, including several discussions with other community organisations who have joined Respect, the Board is confident in Respect’s intention to maintain and strengthen services to the benefit of the local community. This includes Respect’s intention to undertake a material upgrade and extension of the aged care facility to meet longer term future community needs.

 

Why Respect was selected

Respect emerged as the preferred provider following a comprehensive evaluation against the Board’s criteria during the formal expression of interest process. Key factors included:

• operational capability to support sustainable clinical rosters, reduce agency reliance, and maintain continuity of care locally;
• a track record of excellent quality care for residents and accreditation of facilities that demonstrates clinical governance expertise;
• financial stability and prudential strength, demonstrated by a strong balance sheet (assets of approximately $987 million and operating income of $351 million as reported in FY25) and a track record of reinvesting in facilities and workforce;
• governance and risk management frameworks suited to a complex, highly regulated environment, aligned with the Board’s expectations for transparent reporting and compliance;
• transition readiness, evidenced by a pragmatic integration plan, clear communication approach with residents, families and staff, and a commitment to community engagement in Jallarah; and
• values alignment, including a mission consistent with serving older people in regional communities and maintaining local connections.

 

About Respect

Respect is a not-for-profit community aged care provider, specialising in delivering aged care services in rural and regional Australia.

Respect operates 40 aged care homes across Australia, including 15 in Victoria, nine in Tasmania, eight in Queensland, seven in New South Wales, and one in Western Australia. In addition, Respect operates ten retirement villages and independent living complexes; and provide home care services across New South Wales, Tasmania, Victoria, and Western Australia.

Respect was established in Tasmania and has a 100-year history of delivering high quality aged care services The organisation employs approximately 5,500 full-time, part-time, and casual staff, and has recently invested in major refurbishments across Australia, including Hudson House in Cooma (NSW), and Cohuna Village in Victoria.

Respect has achieved and maintained full compliance under the accreditation standards for each of the residential aged care services they operate. The organisation is governed by a skills-based Board with strong regional representation and experience in aged care, finance, and community engagement.

Strategic focus

Respect has a Strategic and Master Plan guiding its organisational growth, including major capital projects and investment. Respect is looking forward to a planning and development process that will be undertaken to explore the growth opportunities for Jallarah.

Benefits of the transition

The transition to Respect is expected to deliver tangible benefits for residents, staff and the community, including:

• continuity of care for residents with no changes to room allocations or tenure;
• there will be no change to employees’ current terms of employment and all accrued leave, long service leave and length of service will be preserved;
• enhanced operational support and capital investment to meet modern standards;
• a seamless transition plan with minimal disruption to services;
• the name Jallarah and all its local history will remain cherished and preserved; and
• access to Respect’s broader resources and expertise, including clinical governance, workforce development and community engagement programs.

Residents and staff will continue to have access to both formal and informal avenues to raise comments, concerns or suggestions. All feedback should be directed to Respect via the following channels:

https://forms.office.com/r/dPAcgMZYdC

https://respect.com.au/contact/

Philosophy of care

Respect describes its values as putting residents first by listening to residents, respecting their choices, and supporting them to live their way. This is further described by Respect as:

More information about Respect, including newsletters and publications relating to other residential aged care and retirement village businesses they operate, is available at https://www.respect.com.au/.

Decision

On this basis, the Board is in unanimous support of this decision and direction. The objective is to ensure a smooth transition that secures high quality, sustainable aged care services for Jallarah over the long term.

 

What is involved in the change of control process?

As a result of the negotiations, on 24 April 2026 Jallarah entered into a binding Merger Deed with Respect to give effect to the handover of Jallarah’s operations and control of the Jallarah Board.

Whilst legally binding, this handover remains conditional upon the members of Jallarah approving a new Constitution as set out in this Notice of Meeting and Explanatory Memorandum and any required regulatory approvals.

This resolution is a special resolution, which means that it requires the approval of at least two thirds of members present at the Special General Meeting to pass. Members will need to be present in person to vote, and no member will be permitted to vote by proxy. A quorum of not less than 15 members is required to be in attendance.

As detailed above, the Board considers that achieving financially sustainable operations and meeting evolving clinical, workforce and governance obligations requires the scale, system and investment capacity of a larger provider. Noting this, there is an inevitable need to transition to a new operator. If the resolution is not passed, the Board considers that this would present significant risks to the long-term sustainability of aged care services in Meningie.

Key terms of the Merger Deed

Extensive and detailed negotiations have occurred between Jallarah, Respect, and their respective advisers.

The key terms of the Merger Deed include:

• Member approval required: the transition is conditional upon member approval of a new Constitution which will establish the platform to effect the transition.
• Change in Directors: the stepping down of all current Directors and replacement of those Directors with representative Directors from Respect.
• Current members removed: the removal of all current members of Jallarah whilst the appointed Directors become the only Members from that time onwards.
• Regulatory approval: Jallarah and Respect obtaining relevant and agreed regulatory approvals for the transaction to be effected in the agreed manner.

The commercial effect of the Merger Deed if approved by Members is:

• Respect will continue to operate Jallarah’s facilities under the management and direction of Respect.
• All employees will continue their current employment arrangements with Jallarah, including accrued leave entitlements.
• There will be continuity of accommodation and services for the residents of the aged care facility and the independent living units. The name of the service will remain as branded or take a similar name co-branded with Respect branding convention. Jallarah staff will continue to provide day to day care and services to all residents and clients based on the same charitable purpose.
• Respect will provide capital funding to Jallarah as required for refurbishments, expansions, and upgrades.
• Following a transition phase, Respect will officially merge Jallarah into Respect, including a transfer of employees.

Changes to the Constitution

This resolution seeks approval of the members to change the Constitution. Changes to the Constitution are a requirement of completion of the Merger Deed as they give effect to the change of control.

If approved, the changes to the Constitution will result in:

• Directors of Respect becoming members of Jallarah; and
• each current member of Jallarah ceasing to be a member of Jallarah.

The balance of the changes to the Constitution provide for:

• the modernisation of the Constitution;
• efficient operation of Jallarah alterations owing to the changes of membership and Directors; and
• compliance with legislative and regulatory requirements.

Importantly the not-for-profit nature of Jallarah and its core objects do not change from the current position.

A copy of the proposed new Constitution is available at www.jallarah.com.au. Whilst the replacement of the Constitution is sought to be approved at the relevant Special General Meeting, it is intended that the resolution of members contemplates that its formal adoption will be subject to all conditions precedent in the Merger Deed being satisfied. 

Section 9a – Matters requiring consent of Members

If the resolution is passed, then subject to the conditions in the Merger Deed being satisfied, it is anticipated that Respect will take effective control of Jallarah at 30 June 2026. The practical effect of this amendment means that the Jallarah Board will step down and Respect will assume control of Jallarah operations from the satisfaction of the conditions in the Merger Deed.

 

Summary of key dates

• 8 May 2026 - Direct communication with residents, staff and key stakeholders of Jallarah
• 11 May 2026 - Publication of formal notice of Special General Meeting (Meeting) of Members of Jallarah
• 9 June 2026 – Meeting is Held at 7pm, Meningie Bowling Club.
• 10 June 2026 – Announcement to the public will be made.
• 30 June 2026 – Subject to the conditions in the Merger Deed being satisfied, transition to Respect control of Jallarah is effected.
• After completion, the changes to the Constitution will be notified to the relevant regulatory authorities.

 

Special General Meeting – Voting Information and explanation of Special Resolutions

Voting Information

1. Notice of Special General Meeting

Because special resolutions require 4 weeks’ notice, a notice with the date, time, and location of the Meeting, and a link to the Explanatory Memorandum and special resolutions to be voted on was published in The Adelaide Advertiser on 11 May 2026.

2. Attending in person

If you are a member of Jallarah as at 7.00pm on the 9 June 2026 you can attend the Special General Meeting and vote at the meeting.

Members include:

• Any person who is a resident in the areas of The Coorong District Council, District Council of Alexandrina and District Council of Lacepede, (and whose name appears as an elector in the Electoral Roll); or
• Other persons as determined by the Board.

Evidence of residency may be requested at the Meeting if necessary.

3. Voting

The current Constitution does not provide for voting or attending by post or proxy and consistent with prior practice of Jallarah this will not be permitted.

To pass the Special Resolutions, two thirds of the members present at the Meeting must vote yes.

4. Questions from Members in advance

Members who wish to submit questions to be addressed at the meeting may do so in advance by emailing Jilly-Anne Strother at ceo@jallarah.com.au by 5.00pm on the 2^nd June.

Special Resolutions:

Resolution 1 - Change of Constitution

To consider, and if thought fit, to pass the following resolution as a special resolution:

“That, with effect from the satisfaction of the conditions precedent in the Merger Deed between Jallarah Homes Inc and Respect Group Limited, the Constitution of the Company be repealed and replaced with the Constitution attached to this Notice of Meeting for the purposes of effecting the transaction between Jallarah Homes Inc and Respect Group Limited”

Noting the handover to Respect is conditional upon the Members of Jallarah approving a new Constitution as set out in this Notice of Meeting and Explanatory Memorandum; if you vote yes to this resolution you are agreeing for the merger to go ahead.

If you vote no you do not agree to the merger going ahead.

If the above resolution is not passed by two thirds of the members at the meeting, then the transition to Respect cannot proceed.

As detailed above, the Board considers that achieving financially sustainable operations and meeting evolving clinical, workforce and governance obligations requires the scale, system and investment capacity of a larger provider. Noting this, there is an inevitable need to transition to a new operator.

If the resolution is not passed, the Board considers that this would present significant risks to the long-term sustainability of aged care services in Meningie.

Additional detail is set out below:

• Current Commonwealth funding arrangements are time limited and subject to specific conditions, and there is no certainty that funding can be extended beyond 30 June 2026.
• Without this funding, Jallarah is likely unable to continue meeting its operational costs beyond 30 June 2026.
• It is uncertain a suitable alternative can be achieved prior to 30 June 2026.  Should an alternative not be achieved, the Directors will activate contingency planning, including managing their duties and obligations as officers of Jallarah under the provisions of the Corporation Act 2001 (Cth).
• Based on the expressions of interest campaign conducted by Jallarah’s advisors, any viable alternative option (other than closure) would likely involve a transfer of operational control to a larger provider. Among these options, the Board considers Respect to be the preferred option, having regard to service continuity, governance capability and long‑term sustainability.

 

Click HERE to download the Proposed Rules (Constitution).