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NTC - Netcare - Audited group results for the year ended 30 September 2008

Release Date: 24/11/2008 07:05
Code(s): NTC
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NTC - Netcare - Audited group results for the year ended 30 September 2008 Netcare Limited Registration number: 1996/008242/06 (Incorporated in the Republic of SouthAfrica) JSE share code: NTC ISIN code: ZAE000011953 ("Netcare", "the Company" or "the Group") Audited group results for the year ended 30 September 2008 +17% increase in Group revenue +13% increase in Group operating profit +101% of Group EBITDA converted to cash Group balance sheet at 30 September Note 2008 2007 Rm Rm ASSETS Non-current assets Property, plant and equipment 29 732 26 683 Goodwill 17 555 16 091 Intangible assets 355 289 Associated companies and loans 3 104 298 Financial assets 558 1 453 Deferred taxation 907 514 Total non-current assets 49 211 45 328 Current assets Loans and receivables 3 75 56 Inventories 638 600 Trade and other receivables 3 500 2 875 Cash and cash equivalents 1 202 1 361 5 415 4 892 Assets held for sale 4 304 319 Total current assets 5 719 5 211 Total assets 54 930 50 539 EQUITY AND LIABILITIES Capital and reserves Ordinary share capital and premium 1 601 1 819 Treasury shares (5 555) (5 555) Option premium on convertible bond 172 172 Other reserves 1 685 1 863 Retained earnings 6 590 5 833 Ordinary shareholders` equity 4 493 4 132 Preference share capital and premium 644 644 Minority interest 3 714 3 806 Total shareholders` equity 8 851 8 582 Non-current liabilities Long-term debt 31 530 28 944 Financial liability - Derivative 1 654 1 156 financial instruments Post-retirement benefit obligations 126 115 Deferred lease liability 91 63 Deferred taxation 6 681 6 073 Total non-current liabilities 40 082 36 351 Current liabilities Trade and other payables 3 387 2 570 Short-term debt 2 021 2 086 Taxation payable 268 410 Bank overdrafts 240 461 5 916 5 527 Liabilities in disposal group held for 4 81 79 sale Total current liabilities 5 997 5 606 Total equity and liabilities 54 930 50 539 Group income statement for the year ended 30 September Note 2008 2007 %
Rm Rm change CONTINUING OPERATIONS Revenue 21 735 18 607 16,8 Cost of sales (12 842) (10 856) Gross profit 8 893 7 751 Other income 256 204 Administrative and other (5 779) (4 965) expenses Operating profit 5 3 370 2 990 12,7 Financial income 6 279 328 Financial expenses 7 (2 706) (2 463) Attributable earnings of 2 32 associates Profit before taxation 945 887 6,5 Taxation (68) 99 Profit for the year from 877 986 (11,1) continuing operations DISCONTINUED OPERATION Profit for the year from 4 105 109 (3,7) discontinued operation Profit for the year 982 1 095 (10,3) Attributable to: Ordinary shareholders 801 927 Preference shareholders 67 30 Profit attributable to 868 957 shareholders Minority interest 114 138 982 1 095
Earnings per share (cents) Basic 63,5 75,4 (15,8) Continuing operations 55,2 66,5 (17,0) Discontinued operation 8,3 8,9 (6,7) Diluted 62,6 71,7 (12,7) Continuing operations 54,4 63,3 (14,1) Discontinued operation 8,2 8,4 (2,4) Reductions of capital per share 32,0 31,0 (cents) Group cash flow statement for the year ended 30 September 2008 2007
Rm Rm Cash flows from operating activities Cash received from customers 21 099 18 869 Cash paid to suppliers and employees (16 436) (14 895) Cash generated from operations 4 663 3 974 Interest paid (2 558) (2 355) Continuing operations (2 550) (2 348) Discontinued operation (8) (7) Taxation paid (290) (286) Continuing operations (268) (269) Discontinued operation (22) (17) Preference dividends paid (67) (30) Reductions of capital paid (407) (347) Net cash from operating activities 1 341 956 Continuing operations 1 352 882 Discontinued operation (11) 74 Cash flows from investing activities Purchase of property, plant and equipment (1 268) (1 389) Continuing operations (1 240) (1 291) Discontinued operation (28) (98) Proceeds on disposal of property, plant and 708 40 equipment Additions to intangible assets (148) (103) Post-retirement obligation (151) Decrease/(increase) in investments and loans 171 (52) Proceeds on disposal of businesses 15 1 Interest received 134 158 Realised gain on cross-currency swap 324 Dividends received 1 1 Acquisition of subsidiaries and businesses, net of (2 112) (169) cash acquired Net cash from investing activities (2 175) (1 664) Continuing operations (2 147) (1 632) Discontinued operation (28) (32) Cash flows from financing activities Proceeds from issue of ordinary shares 48 669 Long-term liabilities raised 974 262 Short-term liabilities repaid (133) (317) Net cash from financing activities 889 614 Continuing operations 889 617 Discontinued operation (3) Net increase/(decrease) in cash and cash 55 (94) equivalents Translation effects on cash and cash equivalents of (32) 39 foreign entities Cash and cash equivalents at beginning of the year 900 1 009 Effects of cash in disposal group held for sale 39 (54) Cash and cash equivalents at end of year 962 900 Group statement of recognised income and expense for the year ended 30 September 2008 2007 Rm Rm
Effect of translation of foreign entities 130 (93) Fair value gains/(losses) on investments 93 (24) Effect of cash flow hedge accounting (427) 600 Actuarial (losses)/gains on defined benefit plans (24) 1 Movement in contingency reserve (9) 6 Disposal of shares in subsidiary (36) Fair value deficit on disposal of shares (7) Movements in employee share trust reserve 30 Other reserve movements (20) Net (loss)/income recognised directly in equity (227) 447 Profit for the year 982 1 095 Total recognised income for the year 755 1 542 Attributable to: Ordinary shareholders 780 1 062 Preference shareholders 67 30 Minority interest (92) 450 755 1 542 Headline earnings for the year ended 30 September 2008 2007 %
Rm Rm change Reconciliation of headline earnings Profit for the period from continuing 877 986 (11,1) operations Less: Preference shareholders (67) (30) Minority interest (114) (138) Earnings used in the calculation of basic 696 818 (14,9) earnings per share from continuing operations Adjusted for: Impairment of goodwill 1 16 Impairment of intangible assets 40 Impairment of investments 1 1 Impairment of land and buildings 1 Reversal of impairment of land and (17) (11) buildings Profit on disposal of property, plant and (28) (1) equipment Loss/(profit) on disposal of 2 (1) subsidiaries/investments Tax effect of headline adjusting items 6 Minority share of headline adjusting 10 (16) items Headline earnings from continuing 672 846 (20,6) operations Earnings from discontinued operation 105 109 Adjusted for: Profit on disposal of property, plant and (2) equipment Headline earnings from discontinued 103 109 operation Headline earnings 775 955 (18,8) Headline earnings per share (cents) Basic 61,5 77,6 (20,7) Continuing operations 53,3 68,8 (22,5) Discontinued operation 8,2 8,8 (6,8) Diluted 60,5 73,8 (18,0) Continuing operations 52,5 65,4 (19,7) Discontinued operation 8,0 8,4 (4,8) Notes for the year ended 30 September 1. Basis of preparation and accounting policies The condensed financial statements have been extracted from the Group financial statements which have been prepared in accordance with International Financial Reporting Standards (IFRS), the Listing Requirements of the JSE Limited and the South African Companies Act, 1973, as amended. The accounting policies applied are consistent with those of the prior year, except for the following: - IFRS 7 Financial Instruments: Disclosures - Amendment to IAS 1 Presentation of Financial Statements: Capital Disclosures - IFRS 2 Share-based payment: Amendments to vesting conditions and cancellations 2. Acquisition of businesses The following significant business combinations took effect during the year: 2.1 With effect from 2 October 2007, the Group acquired the remaining 56,25% interest in Community Hospital Group (Proprietary) Limited (Community) for a consideration of R169 million. The acquisition consideration was settled through the issuance of 14,2 million Netcare shares on 5 October 2007 at the closing Netcare share price of R11,89 at the acquisition date. In addition, the Group assumed debt of R171 million and capital commitments of R53 million for the projects in progress. The Group increased their shareholding in Bougainville Hospital which forms part of Community for an additional consideration of R6 million. The results of Community have previously been equity accounted. 2.2 Effective 12 November 2007, the Group acquired 100% of the shares in Linkwood Clinic (Proprietary) Limited. 2.3 On 1 February 2008, the Group acquired nine hospitals in the United Kingdom from Nuffield Hospitals for a total consideration of R2 076 million (GBP140 million) excluding transaction costs of R80 million (GBP5 million). This was an asset acquisition only whereby the Group acquired property, inventory and tangible fixed assets. Subsequently, Nottingham Hospital was disposed of in March 2008 and Gerrards Cross Hospital was disposed of in April 2008. 2.4 With effect from 18 August 2008, the Group acquired 61% of Oxford Musculoskeletal Clinic LLP in the United Kingdom for a nominal consideration. From the dates of acquisition to 30 September 2008, the following amounts have been included in the Group`s income statement: Community Linkwood Nuffield Oxford Rm
Rm Rm Rm Musculo- skeletal Clinic Rm
Revenue 597 33 501 8 1 139 Operating 50 2 37 (1) 88 profit The results of the group for the period if the acquisition dates had been at the beginning of the period are as follows: Total Rm Revenue 22 033 Operating profit 3 381 The following table reflects the fair values at acquisition: Community Linkwood Nuffield Oxford Musculo-
skeletal Clinic Rm Rm Rm Rm Property, plant and 534 8 1 799 24 equipment Investments 4 Inventories 2 24 2 Trade and other receivables 80 3 6 Cash and cash equivalents 44 5 1 Long-term debt (104) (17) Deferred taxation (81) (237) Trade and other payables (309) (27) (16) including short-term debt Taxation payable (8) 162 (11) 1 586 Minority interest (4) Fair value of net assets 158 (11) 1 586 acquired Investment in associate (102) 56 (11) 1 586
Goodwill 119 11 570 Purchase consideration 175 2 156 Less amounts settled by (169) issue of shares Cash and cash equivalents (44) (5) (1) in acquiree Cash (inflow)/outflow on (38) (5) 2 156 (1) acquisition The fair values reflected above are equal to the carrying values at acquisition except for: Property plant and equipment Carrying Fair value value
Rm Rm Community 234 534 Nuffield 1 458 1 799 30 30
September September 2008 2007 Rm Rm 3. Associated companies and loans Non-current Associated companies* 89 282 Other loans and receivables 15 16 104 298
Current Loans and receivables 75 56 179 354 *Directors` valuation of associated companies 282 466 4. Disposal group and assets held for sale Assets held for sale Assets in disposal group - Ampath Holdings 295 275 Trust Land and buildings held for sale 9 44 304 319 Liabilities in disposal group held for sale Liabilities in disposal group - Ampath Holdings (81) (79) Trust Discontinued operation - Ampath Holdings Trust The Ampath Holdings Trust has been classified as a disposal group held for sale. Our 50% share of the discontinued operation was as follows: Revenue 563 507 Other income 2 Administrative and other expenses (426) (380) Operating profit 139 127 Financial expenses (8) (7) Profit before taxation 131 120 Taxation (26) (11) Profit for the year 105 109 The assets and liabilities of the disposal group are as follows: Property, plant and equipment 71 54 Goodwill 72 72 Investments and loans 11 5 Inventories 10 8 Trade and other receivables 116 76 Taxation receivable 6 Cash and cash equivalents 15 54 Long-term debt (8) (6) Post-retirement benefit obligation (9) (10) Trade and other payables (56) (57) Taxation payable (4) Short-term debt (4) (6) The cash flows are as follows: Net cash from operating activities (11) 74 Net cash from investing activities (28) (32) Net cash from financing activities (3) 5. Operating profit After charging: Depreciation and amortisation 1 244 1 044 Operating lease charges 345 190 6. Financial income Dividends received 1 1 Fair value gain on cross-currency swap 136 contracts Fair value gain on interest rate swaps 8 65 Foreign exchange gains (net) 104 Interest received 134 158 279 328
7. Financial expenses Fair value loss on cross-currency swap 115 contracts Foreign exchange losses (net) 156 Interest paid 2 550 2 348 2 706 2 463 8. Commitments Capital commitments 753 1 031 South Africa 258 492 United Kingdom 495 539 Operating lease commitments 4 496 5 413 South Africa 1 460 395 United Kingdom 3 036 5 018 9. Contingent liabilities (guarantees and suretyships) South Africa 253 236 United Kingdom 118 112 371 348 Segment report for the year ended 30 September 2008 2007 % Rm Rm change INCOME STATEMENT Revenue 21 735 18 607 16,8 South Africa 10 385 8 869 17,1 Hospitals and Emergency Services 9 020 7 782 15,9 Primary care 1 365 1 087 25,6 United Kingdom 11 350 9 738 16,6 EBITDA 4 614 4 034 14,4 South Africa 1 739 1 685 3,2 Hospitals and Emergency Services 1 735 1 584 9,5 Primary care 4 101 (96,0) United Kingdom 2 885 2 411 19,7 Capital items (10) (62) South Africa 20 (29) United Kingdom (30) (33) Operating profit 3 370 2 990 12,7 South Africa 1 401 1 406 (0,4) Hospitals and Emergency Services 1 414 1 328 6,5 Primary care (13) 78 (116,7) United Kingdom 1 979 1 646 20,2 Capital items (10) (62) South Africa 20 (29) United Kingdom (30) (33) Net interest paid 2 416 2 190 10,3 South Africa 518 456 13,6 United Kingdom 1 898 1 734 9,5 BALANCE SHEET Total assets 54 626 50 220 8,8 South Africa 10 956 7 387 48,3 United Kingdom 43 670 42 833 2,0 Debt net of cash 32 589 30 130 8,2 South Africa 4 837 5 246 (7,8) United Kingdom 27 752 24 884 11,5 The segment report excludes the disposal group and assets held for sale Salient features for the year ended 30 September 2008 2007 Share statistics Ordinary shares Total shares in issue (million) 1 262 1 245 Weighted average number of shares (million) 1 261 1 230 Diluted weighted average number of shares 1 280 1 293 (million) Market price per share (cents) 825 1 193 Currency conversion guide (R:GBP) Closing exchange rate 14,76 14,03 Average exchange rate for the year 14,65 14,13 Commentary Netcare Limited, an investment holding company listed on the JSE Limited, which operates through its subsidiaries the largest private hospital networks in South Africa (SA) and the United Kingdom (UK), announces audited group results for the year ended 30 September 2008. The financial information in this announcement has been prepared in accordance with International Financial Reporting Standards (IFRS), the Listings Requirements of the JSE Limited and the South African Companies Act, 1973, as amended. Group financial highlights - Group revenue up 17% to R21 735 million - Group operating profit up 13% to R3 370 million - Group cash conversion to EBITDA ratio of 101% - Cash generated from operations up 17% to R4 663 million -'2008 reductions of capital of 32 cents per share Group business highlights -'Treated over four million patients in SA and UK -'Acquired 14 hospitals (eight in the UK and six in SA) -'UK delivered strong operating performance -'Achieved Level 3 B-BBEE accreditation (dti), and Empowerdex AA rating -'Netcare 911 recognised as SA`s top healthcare brand -'Awarded R1,1 billion healthcare PPP in Lesotho post year end Group financial performance Group revenue increased by 16,8% to R21 735 million with the SA business contributing 48% and the UK business contributing 52%. Performance was driven by organic and acquisitive growth in both countries and the impact of the increased average ZAR/GBP exchange rate during the year. Group operating profit increased by 12,7% to R3 370 million while the Group operating profit margin declined from 16,1% to 15,5% as a result of sub-optimal tariff levels in SA, underwriting costs in Primary Care and non-recurring costs in both SA and UK amounting to R132 million. Included in operating profit are restructuring costs of R135 million and transaction costs of R53 million on the acquisition of seven Nuffield hospitals (Nuffield acquisition), all of these offset by a profit on the curtailment of the UK defined benefit pension fund of R76 million. Group net financial expenses increased by 13,7% to R2 427 million, due to marginally higher prevailing interest rates and increased debt associated with the consolidation and acquisition of Community Hospital Group (Community) and Nuffield hospitals. The prior year had included a R58 million gain on the UK interest rate swaps. Group taxation at R68 million, representing an effective tax rate of 8%, was favourably affected by the restructuring of previously trapped UK tax losses and accounting for deferred tax credits in the UK. Notably, the prior year credit of R99 million had been favourably impacted by a R372 million deferred tax release following a 2% reduction in the UK statutory tax rate to 28%. The abovementioned deferred tax release boosted prior year headline earnings per share (HEPS) by 15,9 cents and distorts any year on year comparisons. Adjusting the prior year to exclude this release, results in adjusted HEPS of 61,7 cents in line with the 61,5 cents reported for 2008. Reported HEPS for 2007 was 77,6 cents. Net debt rose by 8,2% to R32 589 million mainly as a result of the ZAR/GBP exchange rate movements and the Nuffield acquisition. The debt relating to the UK is without recourse to the SA operations, with financing secured for a further five years. Capital expenditure of R1 240 million was incurred for additions and upgrading of existing facilities. Cash generated from operations increased by 17,3% to R4 663 million. The Group converted 101,1% (2007: 98,5%) of its EBITDA into cash. South African operations Netcare acquired the balance of the shareholding in Community in October 2007, adding five hospitals and 667 beds and Linkwood Clinic, a natural-birth maternity unit with 33 beds, in November 2007. During the financial year Netcare`s SA businesses were restructured into three focused divisions: Hospitals, Primary Care and Emergency Services. Employing 19 651 people, Netcare was again ranked as one of the top 10 large companies to work for in South Africa in a survey conducted by Deloitte. We also achieved an AA-rating from Empowerdex, equivalent to Level 3 compliance in terms of the Department of Trade and Industry (dti) Codes of Good Practice for Broad- Based Black Economic Empowerment. This represents excellent progress from the Level 5 attained last year and demonstrates Netcare`s commitment to transformation. Netcare`s hospital management expertise was recognised by the Lesotho government and the International Finance Corporation in the award to Netcare of the largest healthcare Public Private Partnership (PPP) yet in Africa. With our consortium partners we will construct a 390-bed referral hospital in Maseru and refurbish three primary care referral clinics, as well as delivering all clinical services. The agreement was signed on 27 October 2008. Financial performance Netcare SA grew revenue by 17,1% to R10 385 million, boosted by the acquisition of Community and Linkwood Clinic, the increased revenue contribution from Primary Care and the incorporation of our two newly built hospitals, Alberlito and Blaauwberg. Organic revenue growth in SA was 13,2%. EBITDA increased by 3,2% to R1 739 million. SA`s operating performance was adversely impacted by sub-optimal tariff levels across all divisions, inflationary cost pressures, higher underwriting costs (including approximately R20 million relating to the prior year) in Primary Care, together with restructuring costs of R12 million. This resulted in an operating margin of 13,5%. Adjusting for non-recurring items of R32 million, operating profit rose 1,9% to R1 433 million at an operating profit margin of 13,8%. Capital expenditure for the year amounted to R687 million, which included investments in hospital infrastructure, new medical equipment, and plant and equipment. Working capital management improved significantly, particularly in the last six months, achieving a cash conversion of 167% (113% for the full year). Divisional review Hospitals Total patient bed days grew by 13% of which 3% was organic, and 10% as a result of the Community and Linkwood acquisitions as well as Alberlito and Blaauwberg. The average length of stay remained unchanged. Average weekday occupancy increased to 73%, including Alberlito and Blaauwberg. Average revenue per patient day was up a modest 6,2%. Revenue was impacted by Netcare`s decision to honour the request by the former Minister of Health to hold tariff increases for several months of the calendar year despite the higher inflationary environment. In January 2008, a new policy on tariff structures was implemented; namely the Actual Acquisition Price model (AAP). The AAP model ensures that all surgical consumables are charged at cost. All pharmaceuticals are charged according to Single Exit Price (SEP). Hospital revenue comprises 40% alternative reimbursement fees and 60% fee-for- service. We continue to develop protocols and guidelines to ensure quality outcomes at the lowest possible cost. Retail scripts dispensed from hospital pharmacies rose by 3% in part due to extended hours and increased customer focus. Netcare continues to pilot in-store retail pharmacies in partnership with Woolworths. A significant cost driver remains the shortage of skilled nurses and pharmacists. Netcare now trains 25% of all nurses in the country although we manage only 7% of total private and public beds in the country. Significant progress has been made on the construction of the Eastern Cape PPP`s - Settlers Hospital in Grahamstown and the Port Alfred Hospital. Both of these are expected to be fully operational during the 2009 financial year. Primary Care The Primary Care division comprises two primary clinic networks (Medicross and Prime Cure) and the managed healthcare division within Prime Cure. The clinic services provider platform offers national coverage through 101 Medicross Health Centres and Prime Cure Clinics, hosting 684 independent doctors and dentists. These facilities recorded 3,7 million patient visits in the period, up 8% on the prior year. The managed healthcare division continued to expand its managed care and risk management services into the previously uninsured section of the healthcare market in South Africa. The number of managed lives increased by 32,5% to 235 039. Prime Cure experienced an unprecedented migration of clients from primary healthcare cover to full risk cover, including hospitalisation. The change in the nature of the business resulted in higher underwriting and servicing costs. In addition, the contracted network of designated and accredited doctors and dentists was extended by 19,3% to over 3 700 providers nationally, thereby improving healthcare access for all our insured members. Emergency Services (Netcare 911) Netcare 911 is South Africa`s largest private emergency service providing a broad range of pre-hospital services on a national basis, comprehensive international assistance to travellers in Africa and worldwide emergency medical assistance to several industrial and mining clients. It also operates the largest private training facility for Emergency Medical Services in Africa. The division attended to over 214 000 calls during the year and has approximately 7,5 million members. The increased number of indigent patients served, compounded by high fuel prices and other cost pressures have necessitated a review of the business model to mitigate these operational costs. Health sector developments In the past year there has been significant regulatory focus on the private healthcare sector, culminating in the release of the draft National Health Amendment Bill and Medicines and Related Substances Amendment Bill. Regulations will be reviewed in 2009 in light of the renewed impetus towards National Health Insurance for all South Africans. Netcare welcomes the appointment of Ms Barbara Hogan as Minister of Health. Her constructive and open approach to healthcare issues heralds an opportunity for the health sector, both public and private, to collectively confront the challenges to national health, specifically those posed by the HIV/AIDS and TB epidemics and the problems in healthcare delivery. Netcare stands ready to assist government and the Department of Health in initiatives to broaden access to quality healthcare and ensure better clinical outcomes. Our commitment is demonstrated in our training of nurses and paramedics, active involvement in PPPs, servicing of indigent patients by Netcare 911 and increasing private healthcare access to lower-income families through Prime Cure. United Kingdom operations Netcare`s UK business consists of a 50,1% stake in the General Healthcare Group (GHG). GHG has 58 hospitals operating under the BMI brand and a National Health Services (NHS) outsourcing division, Netcare UK. The UK operations have 8 473 full time equivalent employees. GHG acquired seven of Nuffield`s private charitable hospitals in February 2008, the Oxford Clinic, a specialist musculoskeletal hospital in August 2008 and the Woodlands Hospital in Darlington in October 2008. GHG`s substantial organic growth coupled with an effective acquisition strategy is serving to extend the Group`s geographic footprint in the UK, enabling it to deliver further cost and revenue efficiencies with a corresponding improvement in profitability. Financial performance Revenue from the UK business increased by 16,6% to R11 350 million (GBP772,6 million), with organic revenue growth of 7,4%. The seven acquired Nuffield hospitals contributed 4,8% to the revenue increase and the higher average exchange rates during the year resulted in an additional 4,4% in ZAR denominated revenue. EBITDA in Rand increased by 19,7% to R2 885 million and in GBP increased by 14,6% to GBP195,7 million and includes non-recurring items amounting to net GBP6,6 million (2007: GBP5,6 million). Adjusting for these, EBITDA for the year was GBP202,3 million (2007: GBP176,4 million). Operating profit in Rand increased by 20,2% to R1 979 million and in GBP increased by 12,5% to GBP128,7 million and includes non-recurring items set out above plus an at-acquisition goodwill adjustment of GBP3,7 million (set off by a corresponding credit in deferred tax). Adjusting for these items operating profit for the year was GBP139,0 million (2007: GBP120,0 million). Capital expenditure for the year was R553 million (GBP41,9 million). This capital investment includes the upgrade of ward and theatre facilities, the purchase of new diagnostics imaging equipment, the roll-out of network-wide radiology systems (PACS/RIS) and the addition of new operating theatres and equipment. Divisional review Hospitals (BMI) Overall admissions in the UK grew by 6,1% with patient visits rising 10%. The increase is attributable to increased general practitioner (GP) engagement, incremental business development support for consultants and rebranding BMI as "The Consultants` Choice", as well as the addition of new sites. Private Medical Insurance (PMI) volumes remained static with an increase in NHS volumes offsetting a decline in self-pay volume. Significant progress has been made in transforming the UK business and in improving efficiencies and synergies. In August BMI opened the Nottingham Primary Care Centre, providing access to primary care services including diagnostics, outpatient services and specialist (consultants) services. A joint partnership with Nottingham Emergency Medical Services will allow the centre to also offer a walk-in service and NHS GP services, and potentially, after hours emergency primary care services. Netcare UK (NHS division) Netcare UK continues to service existing Independent Sector Treatment Centre (ISTC) contracts successfully. Some of these are the mobile ophthalmic project, the Greater Manchester Surgical Centre, the Commuter Walk in Centre in Leeds, which treated 30 000 patients during the year, and the surgical initiative with the Scottish NHS in Stracathro. The five-year ophthalmic contract to provide 44 000 cataract operations is nearing its successful completion in April 2009. Regulatory overview The principal regulator in England is the Healthcare Commission (HCC) which is to be merged with the Commission for Social Care Inspection, to form a super- regulator to be known as the Care Quality Commission (CQC). The regulatory framework is expected to change and the standards applicable to GHG`s hospitals in England will, with effect from 2011, converge with those applicable to the state`s NHS units. Furthermore the private (independent) sector is moving to a more self-inspection oriented regime, with a reduced frequency of on-site inspection visits from the HCC and the CQC. We believe this reflects the maturity and credibility of management and systems in place in the independent sector. GHG has introduced a specific compliance focus in its quality and risk function activities to ensure continued improvement in compliance levels across the business units. GHG participates in a sector-wide project (actively supported by the HCC and the Department of Health) to establish a clinical outcomes programme, which will assess effectiveness at an individual patient level. Data from this project will come on stream in early 2009. Comparatives will be drawn from across the independent sector and, in time, the NHS. Outlook Given ever-changing global economic uncertainties, it is difficult to predict the impact of the prevailing conditions on the economies of both SA and the UK. However, the requirement for healthcare continues despite changes in economic cycles. However, Netcare remains confident that the demand for private healthcare will be sustained in SA. This is underpinned by a financially sound and growing medical scheme market. We are hopeful that real opportunities to partner and assist government in the improvement of access to healthcare may also be forthcoming. In the UK, the recessionary environment is expected to impact out-of-pocket spend on private healthcare in the short term. GHG is confident that this will be somewhat offset by the NHS activity which provides much opportunity for growth as the UK public starts to participate in the Free Choice Programme and Primary Care Trusts rationalise around purchasing quality. GHG is increasingly relevant and well positioned to capture the opportunities that exist in the UK market in the years ahead with a continued focus on outstanding quality and unrivalled national hospital coverage. Board and management changes Mr Motty Sacks retired as non-executive chairman on 31 March 2008 and remains as a non-executive director. Mr Jerry Vilakazi was appointed independent non- executive chairman with effect from 1 June 2008. Professor Taole Mokoena resigned on 4 June 2008, Mr Martin Kuscus was appointed as an independent non- executive director with effect from 1 July 2008, and Dr Jan van Rooyen resigned as a non-executive director with effect from 11 August 2008. On 5 November 2008, Peter Nelson, the Chief Financial Officer gave notice of his resignation from the company to take up employment outside of the Netcare Group with effect from 5 December. Vaughan Firman, Financial Director of Netcare`s South African operations, has assumed the role of Acting Chief Financial Officer of the Netcare Group with immediate effect. The Board wishes to express it sincere appreciation to Mr Sacks for his exceptional contribution to the Group and looks forward to his ongoing participation. The Board also wishes to thank Professor Taole Mokoena, Dr Jan van Rooyen and Peter Nelson for their excellent contributions. Audit opinion of the independent auditors The Group`s annual financial statements have been audited by Grant Thornton and their unqualified audit report is available for inspection at the Company`s registered office. Declaration of reduction of capital number 19 In accordance with the authority given to the directors by way of an ordinary resolution passed on 25 January 2008, the Board of Directors declared on 20 November 2008 a reduction of capital (number 19) out of share premium of 18 cents per ordinary share (2007: 18 cents per ordinary share), payable on 26 January 2009, to shareholders recorded in the register of the Company as at 23 January 2009. In compliance with the requirements of Strate, the following dates are applicable: Last date to trade "cum" the reduction of capital (LDT) Friday, 16 January 2009 Date trading commences "ex" the reduction of capital Monday, 19 January 2009 Record date Friday, 23 January 2009 Date of payment Monday, 26 January 2009 Share certificates may not be dematerialised nor rematerialised between Monday, 19 January 2009 and Friday, 23 January 2009, both dates inclusive. On behalf of the board Jerry Vilakazi Chairman Dr Richard Friedland Chief Executive Officer Peter Nelson Chief Financial Officer Sandton 21 November 2008 Note regarding forward-looking statements The Company advises investors that any forward looking statements or projections made by the Company, including those made in this announcement, are subject to risk and uncertainties that may cause actual results to differ materially from those projected. Factors that may affect the Group`s operations are described under "Risk factors" on the investor relations website www.netcareinvestor.co.za. Executive directors: Dr RH Friedland (Chief Executive Officer); PG Nelson (Chief Financial Officer); IM Davis; Dr VLJ Litlhakanyane'Non- executive directors: SJ Vilakazi (Chairman); Dr APH Jammine; JM Kahn; MJ Kuscus; HR Levin; Adv KD Moroka SC; Dr AA Ngcaba; MI Sacks; N Weltman Company secretary: J Wolpert' Registered office: 76 Maude Street (corner West Street), Sandton 2196; Private Bag X34, Benmore 2010' Transfer secretaries: Link Market Services South Africa (Proprietary) Limited; 11 Diagonal Street, Johannesburg 2001; PO Box 4844, Johannesburg 2000 Sponsors: Merrill Lynch South Africa (Proprietary) Limited; (Registration number 1995/001805/07); 138 West Street, Sandown, Sandton 2196' Investor relations: +27 11 301 0212; ir@netcare.co.za,www.netcareinvestor.co.za Registration number: 1996/008242/06' (Incorporated in the Republic of SouthAfrica)' JSE share code: NTC'ISIN code: ZAE000011953' ("Netcare", "the Company" or "the Group") Date: 24/11/2008 07:05:09 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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