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Monday 17 September, 2012

MD Medical Group

Announcement re: Intention to Float on LSE

RNS Number : 3822M
MD Medical Group Investment Plc
17 September 2012
 



THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN, OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), CANADA, JAPAN OR AUSTRALIA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

 

This press release is, for UK regulatory purposes, an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information in the prospectus to be published by MD Medical Group Investments plc in due course in connection with the proposed offering discussed in this press release.   This press release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities of MD Medical Group Investments plc, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of MD Medical Group Investments plc.

 

MD MEDICAL GROUP ANNOUNCES INTENTION TO FLOAT ON THE LONDON STOCK EXCHANGE

17 September 2012 - MD Medical Group Investments plc ("MD Medical Group", the "Company", and, together with its subsidiaries, the "Group"), Russia's leading private healthcare provider specializing in women's and children's healthcare, today announces its intention to launch an initial public offering (the "Offering") of global depositary receipts ("GDRs"), with one GDR representing an interest in one ordinary share of the Company ("Ordinary Shares").

Details of the Offering:

The Company has applied for the admission of the GDRs to the official list maintained by the UK Financial Services Authority (the "FSA") (the "Official List") and to the regulated main market of the London Stock Exchange (the "LSE") and for the admission of the GDRs to trading through the International Order Book (the "IOB") (collectively, the "Admission"). The Offering is subject to receipt of all necessary regulatory approvals, including the relevant registrations and approvals by the FSA.

§ The Offering is expected to comprise an offering of GDRs representing newly issued Ordinary Shares to raise at least USD 150 million in gross proceeds as well as GDRs representing existing Ordinary Shares sold by the Company's sole shareholder, MD Medical Holding Limited ("Selling Shareholder").

§ The target free float (excluding the over-allotment option) is expected to be approximately 30%.

§ The Selling Shareholder has granted to the Joint Bookrunners an over-allotment option to purchase additional GDRs representing up to 15% of the GDRs sold in the Offering at the offer price to cover over-allotments, if any, in connection with the Offering.

§ The Company intends to use net proceeds from the Offering to finance its current capital expenditure programme, including the construction of a hospital in Ufa, as well as for general corporate purposes.

§ Deutsche Bank and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.

§ The Offering will comprise an offer of GDRs (i) to investors outside Russia and the United States under Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"), and (ii) within the United States to qualified institutional buyers, as defined in, and in reliance on, Rule 144A under the Securities Act ("Rule 144A").

Commenting on the announcement, MD Medical Group CEO Elena Mladova said:

"The Offering comes at an exciting time in the Group's development.  Since our business was founded nearly 10 years ago, we have become Russia's leading private healthcare provider of women's and children's healthcare services.  At the same time, there is substantial headroom for further growth in our sector, with demand for private healthcare services significantly outstripping supply.  Funds raised from the Offering will help us to expand our network and to take advantage of the unfulfilled demand in Russia for high-quality medical services."

Company Highlights

Ø Operating in the highly attractive Russian private healthcare service market

Ø Leading position in high-quality women's health and paediatrics

Ø Growing network of healthcare facilities in attractive regions of Russia

Ø Strong emphasis on providing the highest-quality clinical care with a full-cycle service offering at its hospitals

Ø Highly qualified medical professionals led by renowned clinicians

Ø Track record of strong operational and financial performance

 

Financial Highlights (RUB mln)


2009

2010

2011


H1 2011

H1 2012

Revenue

1,790

2,044

2,908


1,324

1,967

growth, YoY %


14%

42%



48.6%

EBITDA(1)(2)

955

1,089

1,292


536

851

growth, YoY %


14%

19%



58.8%

Profit for the Year/Period

564

735

924


396

728

growth, %


30%

26%



83.9%

Net Debt (1)(3)

572

(112)

1,059


n/a

1,660

Net debt / EBITDA

0.6x

(0.1x)

0.8x


n/a

1.0x

 ____________

Notes:

(1)   EBITDA and net debt are non-IFRS measures presented as supplemental measures of the Group's operating performance. These supplemental measures have limitations as analytical tools, and investors should not consider any of them in isolation, or any combination of them together, as a substitute for analysis of the Group's results as reported under IFRS.

 

(2)   EBITDA is calculated as profit for the year, before income tax expense, net finance expenses, excluding net foreign exchange transaction gains/(losses) on financing activities, amortisation of intangible assets and depreciation of property, plant and equipment, and negative goodwill. 

 

(3)   Net debt is calculated as the sum of current and non-current borrowings and obligations under finance leases less cash and cash equivalents.

 

Company Overview

The Group includes nine modern healthcare facilities, including a hospital and eight outpatient clinics in Moscow, St. Petersburg, Ufa and Perm. In addition, three franchised outpatient clinics operate in Kyiv and Irkutsk.  In November 2012, the Group plans to open a state-of-the art hospital in the affluent Moscow suburb of Lapino, which will focus on maternity care, paediatrics, trauma and rehabilitation. In 2013, the Group expects to begin construction of a hospital in Ufa.

The Group designed and built the Perinatal Medical Centre (PMC), the first private maternity hospital in Russia, which opened in 2006. PMC is a 250-bed hospital with premises totaling 27,600 square metres and the Group's largest healthcare centre to date. In 2008, PMC opened an IVF department and a stem cell bank, and in 2009, an endovascular surgery department and histopathology laboratory were opened. In 2011, the Group began offering instrumental diagnostics and specialist consultancy.

In 2011, the Group acquired the Mother and Child network of eight outpatient clinics, which offer a wide range of services in obstetrics and gynaecology, fertility and IVF treatment, paediatrics and dental services.  As part of this transaction, the Group also acquired a site in the town of Lapino in the Moscow region, where a new hospital was in the initial stage of construction. The Group has subsequently completed development of the new multidisciplinary, 182-bed hospital totaling 42,000 square metres.

As of 31 December 2011, the Group employed approximately 1,350 medical specialists and staff.     

About the Russian fee-for-service healthcare market

According to Frost and Sullivan, the fee-for-service healthcare market in Russia in 2011 was assessed at 482 billion roubles, with the share of private healthcare facilities amounting to 48 billion roubles. From 2007 to 2011 the market grew on average by 12.4% annually. Over this same period the share of payments to private clinics rose by a rate of 19.8% annually. The market for paid medical services has developed with the growth of the Russian population's disposable income and increasing consumer spending.

 

For further information, contact:

 

MD Medical Group

Anastasia Anichenkova (Media)

T: +7 495 332 6670 / +7 916 661 6242

a.anichenkova@mospmc.ru

 

M:Communications

Tom Blackwell / Anna Yarmarkova - Moscow

T: +7 495 363 2846

Sarah Macleod / Mary-Jane Elliott - London

T: +44 20 7920 2300

mdmg@mcomgroup.com

 





 

IMPORTANT NOTICE

This press-release does not constitute or form part of, and should not be construed as, an offer of securities to the public in the United Kingdom, nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA"). Consequently, this press-release is only being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FP Order"), (iii) high net worth entities falling within Article 49(2)(a)-(d) of the FP Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons").  Any investment activity to which this press-release relates will only be available to, and will only be engaged with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents.

This press-release is not an offer to sell nor a solicitation to buy any securities nor a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC as may be amended from time to time. A prospectus will be prepared and made available to the public in accordance with the Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") if any securities are issued and, when published, will be obtainable in accordance with the Prospectus Directive. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information contained in the prospectus to be published by the Company in due course relating to the securities. Copies of the prospectus will, following publication, be available from the Company's registered office.

The information contained herein is not for publication or distribution to persons in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act, or the laws of any state of the United States, and may not be offered or sold within the United States without registration under the Securities Act or pursuant to an available exemption thereunder. Neither this document nor the information contained herein constitutes an offer to sell or the solicitation of an offer to buy any securities in the United States. The Company does not intend to register any portion of the proposed offering in the United States or conduct a public offering of securities in the United States.

This press-release do not constitute a public offer or advertisement of any securities in the Russian Federation, an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any securities in the Russian Federation or to the benefit of any Russian person and do not constitute an "advertisement" or "offering" of the securities in the Russian Federation within the meaning of Russian securities laws and must not be passed on to third parties or otherwise be made publicly available in the Russian Federation. No prospectus will be registered with respect to these securities in the Russian Federation and the securities referred to herein are not intended for, "offering", "placement" or "circulation" in the Russian Federation unless otherwise permitted under Russian law.

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

Some of the information in this press release may contain projections or other forwardlooking statements regarding future events. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Not for publication, distribution or release in the United States of America (including its territories and possessions), Canada, Japan or Australia.

 


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