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NTC - Netcare - Acquisition by Netcare`s UK subsidiary general healthcare group

Release Date: 14/12/2007 11:00
Code(s): NTC
Wrap Text

NTC - Netcare - Acquisition by Netcare`s UK subsidiary general healthcare group of nine Nuffield Hospitals NETWORK HEALTHCARE HOLDINGS LIMITED (Registration number 1996/008242/06) JSE share code: NTC ISIN number: ZAE000011953 ("Netcare" or "the Group") ACQUISITION BY NETCARE`S UK SUBSIDIARY GENERAL HEALTHCARE GROUP OF NINE NUFFIELD HOSPITALS The transaction forming the subject of this announcement is classified as a Category 2 transaction pursuant to paragraph 9.5 of the JSE Limited Listings Requirements. 1. INTRODUCTION General Healthcare Group Limited ("GHG") the leading independent healthcare provider in the United Kingdom ("UK") and Netcare`s 50.1% subsidiary, has agreed terms with Nuffield Hospitals ("Nuffield") for the purchase of nine hospitals with 346 licensed beds ("the Acquisition"). The hospitals will form part of GHG`s acute private hospital division, which is a group of 49 acute care private patient hospitals throughout the UK with over 2,400 beds. The purchase portfolio comprises hospitals in Birmingham, Bury St Edmunds, Gerrards Cross, Harrogate, Huddersfield, Lancaster, Lincoln, North London and Nottingham. This will bring the total number of GHG`s UK-based private hospitals to 58. 2. RATIONALE This investment will provide GHG access to new communities and new parts of the country which enable GHG to offer top quality patient care to a greater proportion of the population. The Acquisition reflects GHG`s commitment to broadening access to high quality private patient care across the country and to the future of private health care in the UK. 3. SALIENT TERMS OF THE ACQUISITION 3.1 The purchase consideration The total purchase consideration in respect of the Acquisition is GBP140 million, excluding transaction costs, and will be settled in cash. The Acquisition will be funded by GHG through the utilisation of internal cash resources and loan facilities, without recourse to Netcare South Africa. 3.2 Conditions precedent The Acquisition is not subject to any material conditions. 3.3 Effective date GHG and Nuffield are working towards transfer of ownership on 1 February 2008, although this date is subject to change to ensure that the change of control can be effected smoothly and with minimal disruption. 3.4 Warranties and indemnities The Acquisition agreement contains warranties and indemnities which are normal for a transaction of this nature. 4. INFORMATION ON NUFFIELD Nuffield was established in 1957; it is a registered charity and the largest not-for-profit healthcare provider in the UK. In order to focus on new opportunities to provide a broader range of health services, Nuffield offered nine of its hospitals for sale. 5. FINANCIAL EFFECTS The financial effects of the Acquisition on the financial results of Netcare for the year ended 30 September 2007 in respect of earnings and headline earnings per share are not significant (being less than 3% in accordance with the definition of the Listings Requirements of the JSE Limited) and have no significant effect on net asset value and net tangible asset value per share. Total assets of approximately GBP140 million will be acquired under the Acquisition and related transaction costs are expected to amount to GBP10 million. The EBITDA currently generated by these assets is in the region of GBP11 million. Johannesburg 14 December 2007 Sponsor Merrill Lynch South Africa (Pty) Limited Date: 14/12/2007 11:00:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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