| Fri 14 Dec 2007, 11:00 | | NTC - Netcare - Acquisition by Netcare`s UK subsidiary general healthcare group |
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NTC
NTC
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 Produced by the JSE SENS Department.
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