- Annual reported turnover up 51.7% to EUR 3,401.1 million. On a like-for-like basis, good growth (+2.1%) with an additional business day;
- Increase in reported EBITDA of 29.4% to EUR 330.8 million and improvement in EBITDA margin on a like-for-like basis.
- Group net profit of EUR 8.2 million (compared with a profit of EUR 7.3 million at end June 2018);
- Strong appreciation of the value of the real estate portfolio (former RGDS perimeter only) by 9.2% to EUR 781 million.
- Accelerating strategic transformation: from the leader of private hospitalisation in France to leading provider of integrated care in continental Europe;
- The integration of the Capio Group is ahead of schedule, which will open up very good medium and long-term prospects.
Ramsay Générale de Santé is now positioned as a European leader in the provision of integrated health care services (primary health care centres, specialised and general hospitals...), operating in six countries, taking care of 7 million patients who have put their trust in us in 2019 in order to provide them with personalised, quality care that is coordinated across our various areas of activity. The vigorous growth of the published indicators reflects the ongoing integration of Capio over more than 7 months, ahead of our initial schedule – a development that holds major potential for the future. The group has continued to invest heavily in all the countries in which it operates, and the improvement of the financial indicators on a like-for-like basis is finally resulting in the diversity and complementarity of our various segments in France (MCO, after care and rehabilitation, mental health and medical imaging), and the continuous evolution of the group towards care quality and the q
These provisional accounts were presented to the Board of Directors at its meeting on 23 August 2019. The audit procedures are in progress.
The final consolidated financial statements for the year ended June 2019 will be approved by the Board of Directors at its meeting on 25 September 2019.
| Turnover||3 401.1||2 241.5||+51.7%|
|Gross Operating Profit (EBITDA)||330.8||255.6||+29.4%|
| Current operating profit||156.9||125.7||+24.7%|
| As a % of turnover||4.6%|| 5.6%||-1.0 point|
| Operating profit||118.8||65.8||+80.5%|
| Net income - Group share||8.2||7.3||+12.3%|
| Net earnings per share (in €)||0.07||0.10||-30.0%|
|In EUR millions ||From 1 July 2018 |
to 30 june 2019
|From 1 July 2017 |
to 30 June 2018
| Ile de France||942.3||931.6||+1.1%|
| Auvergne Rhône Alpes||384.8||362.9||+6.0%|
| Nord – Pas de Calais - Picardie||376.9||358.7||+5.1%|
| Provence Alpes Côte d’Azur||159.3||163.6||-2.6%|
| Bourgogne Franche Comté||107.6||103.5||+4.0%|
| Other regions||329.3||316.7||+4.0%|
| Other activities||0.0||4.5|| -100.0%|
| Capio||1 100.9||0.0|| --|
| Published turnover||3 401.1||2 241.5||+51.7%|
| Of which: - At constant scope||2 284.5||2 237.0||+2.1%|
| - Changes in scope of consolidation||1 116.6||4.5|| |
Significant events during the year:
Acquisition of Capio
On 8 November 2018, following the end of the acceptance period for its public takeover bid for Capio shares, Ramsay Générale de Santé announced that on 7 November 2018, it had acquired 98.51% of the capital of Capio, one of Europe’s leading providers of healthcare and health services, enabling the Group to position itself as a pan-European leader in private hospitalisation and primary care, present in six countries with a prominent role in Scandinavia (in particular Sweden) and France.
The public takeover bid by Ramsay Générale de Santé concerned all of Capio’s shares at a price of SEK 58 per share. The price of the Capio acquisition thus amounted to EUR 779.7 million (fair value of the 139,050,816 Capio shares at SEK 58 per share converted at the SEK/EUR hedging rate of 10.3437).
Ramsay Générale de Santé initiated a mandatory squeeze-out procedure for shares that it did not hold at the end of the offer and convertible bonds issued by Capio to its employees on 30 April 2016, pursuant to the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)). As part of this mandatory squeeze-out procedure, Capio initiated the procedure for delisting the Capio shares from Nasdaq Stockholm on 28 November 2018.
Ramsay Générale de Santé was awarded, on 29 May 2019, advance title to all remaining shares in Capio and currently controls 100% of Capio’s shares. The final price for the shares to be transferred in the context of the buy-out proceedings is yet to be determined within the scope of such proceedings.
Financing of the acquisition of Capio
Ramsay Générale de Santé secured financing for the acquisition of Capio (i) through the issuing of subordinated bonds underwritten by its two majority shareholders, Ramsay Health Care (UK) and Crédit Agricole Dialogue ("Predica"), amounting to EUR 550 million, and (ii) by setting up a loan of up to EUR 750 million, of which the initial lenders are Crédit Agricole Corporate & Investment Bank and Société Générale, which takes the form of an additional line of credit (“Incremental Facility”) set up under the 2014 Credit Agreement, as amended.
The amount of these funds is intended to cover the acquisition price of 100% of the shares to be acquired as part of the offer and the subsequent mandatory squeeze-out, and the refinancing of Capio's debt, which amounted to EUR 465.4 million as at 31 December 2018, as well as the associated operating costs.
The Group's rating agencies, taking into account the impact of the Capio acquisition and its strategic logic, confirmed their rating of the Group at the end of November 2018 (Standard & Poor's: BB-; Moody's: Ba3).
Share capital increase
On 22 March 2019, Ramsay Générale de Santé S.A. announced the launch of a capital increase with preferential subscription rights of approximately EUR 625 million as part of the refinancing of the Capio acquisition, as follows:
- Offer basis: 1 new share for 2 current shares
- Unit subscription price: EUR 16.46 per new share
- Negotiation period for preferential subscription rights: from 25 March 2019 to 3 April 2019 inclusiv
- Subscription period: from 27 March 2019 to 5 April 2019 inclusive
The capital increase resulted in the issuing of 34,432,595 new shares at a unit price of EUR 16.46, representing a gross amount raised (including issue premium) of EUR 566,760,513.70.
At the end of the subscription period, which finished on 5 April 2019, 34,356,485 new shares had been subscribed as of right and 76,110 new shares made redeemable.
In accordance with their subscription commitments, the two majority shareholders of Ramsay Générale de Santé, Ramsay Health Care (UK) and Prévoyance Dialogue du Crédit Agricole (“Predica”), subscribed to the capital increase in full by offsetting receivables against the company's certain, liquid and due receivables they held in respect of the subordinated bonds used to finance the acquisition of Capio, for EUR 318.1 million and EUR 239.9 million respectively. Their stake increased to 52.53% and 39.62% of the capital respectively after the capital increase.
The share capital of Ramsay Générale de Santé is currently composed of 110,389,690 shares with a nominal value of EUR 0.75 each, amounting to a total of EUR 82,792,267.50.
Operations and turnover:
During the financial year ended June 2019, the Ramsay General Health Group reported consolidated turnover of EUR 3,401.1 million, compared with EUR 2,241.5 million from 1 July 2017 to 30 June 2018, up 51.7%.
On a like-for-like basis, the Group's turnover increased by 2.1% with an additional business day.
Changes in the scope of consolidation are almost entirely explained by the consolidation of the Capio Group as from 7 November 2018, which contributed EUR 1,100.9 million to the Group's consolidated turnover.
In addition to this major acquisition, the consolidation strategy for the divisions’ medical projects in the territorial clusters in France led to the buyout of Clinique La Parisière in July 2018 (Drôme-Ardèche Division).
At the end of June 2019, the total activity of the French entities of Ramsay Générale de Santé, excluding Capio, effectively increased by 1.9% in terms of the volume of admissions (excluding emergencies). The breakdown by business segment is as follows:
- +1.4% in Medicine-Surgery-Obstetrics
- +4.9% in sub-acute care and rehabilitation
- +0.7% in mental health
With regard to the public service tasks managed by the group, the number of emergencies increased, up 1.9% over the past year with close to 621,000 cases registered by the emergency services at our facilities.
EBITDA for the year ended 30 June 2019 was EUR 330.8 million, up 29.4% on a reported basis. Using the same scope and accounting methods, EBITDA was down 3.2% over the same period. EBITDA margin as a percentage of turnover was 9.7%, down on the same period last year (11.4%) on a reported basis, but up on a like-for-like basis to 11.6%.
Reported current operating profit for the period 1 July 2018 to 30 June 2019 reached EUR 156.9 million (or 4.6% of turnover), up 24.7% from compared to the previous year.
The amount of other non-current income and expenses represents a net expense of EUR 38.1 million for the period ended 30 June 2019, consisting of EUR 21.3 million of costs related to the acquisition and integration of the Capio Group. From 1 July 2017 to 30 June 2018, the amount of other non-current income and expenses represented a net expense of EUR 59.9 million.
At 30 June 2019, the net cost of borrowing amounted to EUR 66.9 million, compared with EUR 39.1 million the previous year. This consists primarily of interest on senior debt and includes the cost of the subordinated bonds subscribed by the shareholders of Ramsay Générale de Santé as part of the acquisition of the Capio Group.
In total, Group net profit as at 30 June 2019 amounted to EUR 8.2 million, compared with EUR 7.3 million for the period from 1 July 2017 to 30 June 2018.
Net financial debt at 30 June 2019 increased significantly to EUR 1,641.7 million compared to EUR 927.1 million at 30 June 2018. This debt includes, in particular, EUR 1,955.3 million in non-current borrowings and financial debt, EUR 69.4 million in current financial debt, offset by EUR 368.5 million in positive cash flow.
This change in the Group’s net financial debt naturally reflects the impact of the takeover of the Capio Group, including its own debt.
Implementation of IFRS 16:
The Ramsay Générale de Santé Group will apply the new IFRS 16 standard on leases for its fiscal year beginning 1 July 2019. In preparation for this first application, the Group established a dedicated work team to identify and analyse lease contracts. It was also in charge of selecting and configuring the IT solution for data processing and contract monitoring.
The Group has decided to adopt the simplified retrospective approach by recognising the cumulative effects of IFRS 16 at the date of first application, without restating comparative periods.
The assets leased by the Group consist mainly of hospital and clinic premises, care centres and offices. For these assets, the balance sheet will be adjusted to recognise a depreciable right of use and related rental debt. This debt will be measured on the basis of the net present value of future leases, including renewal options, in cases where the Group considers their exercise to be reasonably certain. The Group anticipates that this debt will amount to between EUR 1.8 billion and EUR 2.3 billion.
In the income statement, the corresponding lease expense will be replaced by interest and straight-line depreciation expense. The Group's EBITDA level will be significantly adjusted and the impact on consolidated net income should result in an additional net charge of between EUR 15 million and EUR 19 million.
These estimates have not been audited and may differ from the actual impacts recorded in the financial statements for the 12 months ending 30 June 2020, due to possible changes in the portfolio of leased assets during the coming financial year or changes in the assumptions used to date.
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