INTENTION TO FLOAT ( ITF ) Press release, 14/01/2014

Transcription

1 INTENTION TO FLOAT ( ITF ) Press release, 14/01/2014

2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN This announcement is not an offer to sell, or a solicitation of an offer to acquire any securities. This announcement is an advertisement and not a prospectus and investors should not purchase any securities referred to in this announcement except on the basis of information in the international offering memorandum or the Portuguese prospectus (the Portuguese Prospectus ) to be published by Espírito Santo Saúde, SGPS, S.A., in due course (and, in the case of the Portuguese Prospectus, when approved by the Portuguese Financial Services and Market Authority ( CMVM )). These documents contain important information, including information regarding risks and uncertainties in the Company s business and financial statements and other information. Once approved, the Portuguese Prospectus can be obtained at the registered office of ES Saúde in connection with the offering and admission to listing of its ordinary shares on Euronext Lisbon. Espírito Santo Saúde announces the intention to launch an initial public offering and listing on Euronext Lisbon Lisbon, 14 January 2014 Espírito Santo Saúde, SGPS, S.A. (the Company or ES Saúde ), a Portuguese private healthcare reference player, today announces the intention to proceed with an initial public offering of ES Saúde shares, which includes a capital increase of the Company, and the listing of its ordinary shares on Euronext in Lisbon (the IPO ). Commenting on today s announcement, Isabel Vaz, CEO of ES Saúde, said: Since its inception in 2000, ES Saúde has built a track record of growth, mostly organically, but also through acquisitions in Portugal, becoming one of the major players in the private healthcare market. The IPO of ES Saúde marks an important milestone in the Company s history by bringing greater visibility to the quality of its assets and management model, as well as enhanced financial flexibility to continue pursuing its growth strategy. ES Saúde Overview ES Saúde is one of the largest integrated private healthcare service groups by Operating Revenue (the sum of revenue from sales and services provided and other operating income and earnings, the Operating Revenue ) in the Portuguese growing private healthcare market. The company ranks first in terms of private network population coverage (59 per cent. as of 2012) and private network purchasing power coverage (64 per cent. as of 2012), based on management estimates. The Company was established in 2000, and provides healthcare services through 18 facilities, comprising eight private general hospitals, one hospital 2

3 that operates under a public-private partnership ( PPP ) agreement, seven private outpatient clinics and two senior residences. As of 30 September 2013, ES Saúde had 1,179 operational beds, and hired 8,907 staff, including 3,594 physicians (consultants, specialists and general practitioners), 1,672 nurses, 507 technicians, 892 other medical staff and 2,242 non-medical personnel. For the nine months ended 30 September 2013, the Company had Operating Revenue of million and EBITDA of 43.1 million. ES Saúde operates a diversified business model, organised into three main operating segments: Private Healthcare, represented 76.6 per cent. of the Group s Operating Revenue (excluding inter-segment revenue) for the nine months ended 30 September 2013 and includes core acute care hospital and outpatient clinics business. This comprises eight general hospital facilities of various sizes, including Portugal s largest private hospital by revenues in 2012, Hospital da Luz (according to Exame magazine), and seven private outpatient clinics, which offer a wide range of general hospital and clinical services, including intensive care units ( ICUs ), operating rooms, emergency rooms, maternity units and nuclear medicine, as well as specialized facilities in dementia care. Public Healthcare, represented 22.5 per cent. of the Group s Operating Revenue (excluding inter-segment revenue) for the nine months ended 30 September 2013 and is attributable to the operations at Hospital Beatriz Ângelo ( HBA ), a newly built public hospital opened in January 2012 for which the Company provides clinical and other services under a PPP agreement with the Portuguese Government. Other Businesses, represented 0.9 per cent. of the Group s Operating Revenue (excluding inter-segment revenue) for the nine months ended 30 September 2013, which comprises two senior residences, aimed at individuals 65 years old and older, designed to offer an integrated residential solution for senior citizens. 1 Key Strengths Leading position in Portugal ES Saúde is one of the largest providers by revenues of private healthcare in Portugal. The Company has a leading position by revenues in the private healthcare segment and is the second largest private player when combining public (PPPs) and private healthcare revenues, based on management estimates. The Portuguese private healthcare market showed strong resilience through the crisis, with an average annual growth in revenues on private healthcare of 5.5 per cent. according to data from the Portuguese National 3

4 Institute of Statistics ( INE ) of June 2013 (excluding pharmaceutical products sold in pharmacies and general health administrative expenses) between 2007 and 2011, a period during which the Portuguese economy contracted and public healthcare revenues dropped by approximately 0.7 per cent. on average per year. Broad geographic network of diverse healthcare facilities The Company operates in northern, central and south-central Portugal, and has one of the broadest geographic footprint amongst private healthcare providers, with a significant presence in both the Lisbon and Oporto areas, the country s two largest and most affluent regions. The Company operates facilities of different sizes and scopes, including complex, multi-disciplinary general hospitals, community hospitals and outpatient clinics, in addition to senior residences, owning the only private general hospital in Setúbal and Aveiro. ES Saúde network functions as a cohesive whole, with outpatient clinics providing a source of referrals to their hospitals. Experienced management team with a track record of managing growth based on clinical excellence ES Saúde has increased its operational revenues year-on-year since inception in 2000, while maintaining a commitment to clinical excellence. The Company has been able to improve the profitability of the business units acquired and has exceeded its targets for the private sector greenfield projects completed to date. In 2012, ES Saúde diversified its business into the public health sector, with the opening in 2012 of HBA. Well-invested, modern real estate portfolio ES Saúde has a substantial real estate hospital portfolio, comprising both the facilities where it operates and the land where the facilities are located, which had a net book value of 206 million as of 30 September In most cases, the ownership gives ES Saúde a high degree of flexibility to adapt facilities to supply new services or build additional capacity. The Company s facilities are amongst the most modern in the Portuguese healthcare sector, with the majority of them having been built or extensively refurbished in the last 10 years. Well-established relationships with all major Portuguese healthcare payers The Company has well-established relationships, based on transparency and integrity, with all of the leading Portuguese private health insurance providers, as well as with all of the main sponsored health plans (public employer and private employer). The Company s relationship with payers takes advantage of scale of operations, well-located network, proven ability to control medical and operating costs, and track record for delivering high-quality healthcare. 4

5 Model based on best-in-class services and infrastructure, with qualified and incentivised clinical staff The Company has been able to attract some of Portugal s leading physicians, highly regarded in their field, supported by skilled nurses and other highly qualified health technicians, and offering some of the most advanced diagnostic equipment and treatment technology available in the market. The Company believes medical practitioners benefit from the scale and financial performance of ES Saúde, as its scale and financial performance enable the Company to provide some of the country s most modern facilities and, in some cases, cutting-edge technology. Entry into PPP management The opening in 2012 of HBA, the Company s first public hospital, has promoted the diversification of the business model. In its first full year of operation, HBA has scored above average on a number of efficiency measures recorded by the Portuguese Healthcare Systems Central Administration (October 2013) and has been ranked amongst the top 10 public hospitals on several other metrics. In addition to these operational achievements, the Company has been able to improve HBA s financial performance since its opening in the first quarter of 2012, increasing Operating Revenue by 88 per cent. in the nine months ended 30 September 2013 compared to the same period in the prior year. ES Saúde is well positioned to follow future growth from the public market due to the ability to offer high quality healthcare services at a lower cost than public operators. Additionally, this movement also brings improvements to ES Saúde competitive position, due to economies of scale and other synergies and ability to attract the best physician. Financial highlights millions M M 2013 Operating Revenue (1) % growth % 24.8% % EBITDA (2) % margin 15.0% 17.0% 11.4% 9.7% 15.4% EBIT Net Income (2.0) (6.1) 9.1 Capex (1) Sum of revenues from sales and services provided and other operational income (2) EBITDA includes impact of impairment in fixed assets. Transaction highlights The IPO is expected to comprise an issue of new shares by ES Saúde and a partial sale of existing shares held by some of the Company s current shareholders (Rio Forte Investments, S.A., Espírito Santo Financial Group, S.A. 5

6 and Companhia de Seguros Tranquilidade, S.A.). The Company intends to raise gross proceeds of approximately 25 million, primarily to strengthen the Company s financial position, increasing flexibility for future investments. The offering is expected to consist of i) an institutional offering in Portugal and elsewhere outside the US in reliance on Regulation S, and in the US to qualified institutional buyers under Rule 144A (the Institutional Offering ), as well as ii) an offering to retail investors in Portugal, including to ES Saúde s staff (the Retail Offering and, together with the Institutional Offering, the Offering ). Following the IPO, Rio Forte Investments S.A. through its subsidiary Espírito Santo Healthcare Investments S.A., is expected to maintain a minimum stake of 51% in ES Saúde. Credit Suisse and Espírito Santo Investment Bank (an affiliate of certain shareholders of the Company) are the Joint Global Coordinators and Joint Bookrunners of the IPO. Crédit Agricole CIB is Senior Co-Lead Manager and Banco Finantia, Banco Santander, BBVA, BPI and CaixaBI are Co-Lead Managers of the Institutional Offering. Espírito Santo Investment Bank will also act as Global Coordinator of the Retail Offering. Subject to the approval of the Portuguese Prospectus by the CMVM and to market conditions, the Portuguese Prospectus with all details of the Offering, including the price range, will be available at and when the offering is commenced. The final offering price is expected to be published at and before trading starts on Euronext Lisbon. Press contacts: João Novais CFO and Representative for Market Relations Phone: investors@essaude.pt Jorge Santos Investor Relations Desk Phone: investors@essaude.pt 6

7 Forward-Looking Statements This announcement may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Company s business, financial condition and results of operations. These statements, which contain the words anticipate, believe, intend, estimate, expect, forecast and words of similar meaning, reflect the Company s beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these statements and forecasts. Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of this presentation and the Company and each of the Joint Global Coordinators, the Senior Co-Lead Manager and the Co-Lead Managers expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this presentation. No statement in this announcement is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements. Important Notice The shares mentioned herein (the Shares ) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act ), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There is no intention to register any portion of the offering in the United States or to conduct a public offering of the Shares in the United States. This communication 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 Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment activity to which this communication 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 communication is distributed in any member state of the European Economic Area which applies Directive 2003/71/EC, as amended from time to time (this Directive together with any implementing measures in any member state, the Prospectus Directive ) only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents. 7