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ANYONE FOR THE CLINIC ?
jonothedog - Fri, 29 Dec 06 :
GENERAL MEDICAL CLINICS PLC
Admission to the PLUS market following successful fund raising
General Medical Clinics PLC ("GenMed") a well established provider of primary
care in the City of London announces the successful completion of a share
placing and admission to trading on the PLUS market.
HIGHLIGHTS:
* GBP1.5 million (before costs of the Placing) raised at 34p by the issue of
4,411,764 ordinary shares of 5p
* Valuation following the Placing of approximately GBP5.98 million on a
fully-diluted basis.
* Placing and subsequent admission positions company for accelerative growth
via an acquisition strategy
* GenMed is an established profitable business with three medical centres
and an NHS Walk In Centre serving the City
o 2006 profits before tax continued to increase, more than doubling to
GBP365,059
o Long term contracts and stability of revenues
o Client base of City institutions
JERRY APPLEYARD, CHIEF EXECUTIVE, COMMENTED:
"WE WERE DELIGHTED AT THE RESPONSE TO THE FUND RAISING, WITH DEMAND FOR THE
SHARES EXCEEDING OUR EXPECTATIONS.
"CENTRAL TO OUR GROWTH STRATEGY IS ACQUISITION AND IN THIS REGARD A NUMBER OF
POSSIBLE EARNINGS ENHANCING OPPORTUNITIES ARE ALREADY PRESENTING THEMSELVES TO
US. TOGETHER WITH A RANGE OF ORGANIC GROWTH INITIATIVES, WE ARE CONFIDENT OF
DELIVERING VALUE TO SHAREHOLDERS.
"I AM DELIGHTED AT THE OPPORTUNITY AHEAD AND LOOK FORWARD TO FURTHER
ANNOUNCEMENTS IN THE EARLY PART OF 2007."
29 DECEMBER 2006
ENQUIRIES:
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|GENERAL MEDICAL CLINICS PLC |020 7427 0605 |
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|Jerry Appleyard, Chief Executive| |
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|AXIOM CAPITAL LIMITED |020 8455 0011 |
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|David Sinclair | |
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|NEXUS FINANCIAL |020 7451 7068 |
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|Nicholas Nelson/Kathy Boate |Mob: 07921 522920|
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General Medical Clinics PLC ("GenMed") announces that it has received approval
for its issued ordinary share capital consisting of 16,316,944 ordinary shares
of 5p each to be admitted to trading on the PLUS market.
Dealings in the shares commenced on 29 December 2006.
BUSINESS ACTIVITIES AND STRATEGY
BACKGROUND
GenMed is a well-established provider of primary medical care in the City of
London specialising in providing general practice, health screening services,
occupational health programmes, physiotherapy, and nurse-led functions such as
travel vaccinations.
GenMed operates three private clinics and in 2005 won a five year contract from
the Department of Health ("DH") to run an NHS walk-in centre at Liverpool
Street Station. This centre was opened in December 2005 as the first privately
run NHS walk-in centre in London. The widely publicised official opening
ceremony was conducted by Patricia Hewitt, Secretary of State for Health.
The Company has undergone a period of positive change since the acquisition of
Finsbury Healthcare in November 2004, the appointment of a new full time Chief
Executive Officer, Jerry Appleyard in September 2005 and the conversion of the
former Broadgate Medical Centre to the Liverpool Street NHS Walk-in Centre in
December 2005. The objectives of the management team are to increase the
profitability of the existing business, open additional centres in other parts
of London, and acquire other existing centres operated by doctors and private
companies.
Having built the turnover of the Company in the early years while investing
heavily in new centres, the Company has now achieved critical mass and is
trading profitably with positive operating cash flow. The Directors believe
that it is now positioned to realise its full potential profitability. The
year ended 31 May 2005 was a turnaround year for the Company as it generated a
profit for the first time since incorporation in 1998. In 2006 profits before
tax continued to increase, more than doubling to GBP365,059.
A summary of the turnover and profit/(loss) before taxation for the three years
ended 31 May 2006 is as follows:
YEAR ENDED 31 MAY TURNOVER PROFIT/(LOSS)BEFORE TAX
GBP GBP
2004 3,098,600 (26,431)
2005 4,144,406 136,662
2006 5,655,744 365,059
The core product of GenMed is the provision of private GP services including
the Company Doctor Scheme under which corporate organisations pay a fixed fee
per employee to cover unlimited consultations with a Doctor or Nurse. The
Company provides three locations within the City of London and in-house
services for several clients. This makes it easier for employees who are
covered under this scheme to receive a prompt, convenient and professional
clinical service while being absent from work for a much shorter time than if
they made an appointment to see their own GP and came to work late or left
early.
Contracts under the Company Doctor Scheme provide a stable source of annual
income for the Company. The Directors consider that the level of "churn" (i.e.
proportion of members covered whose contracts are cancelled) is low. The
majority of contracts under this scheme are for one year and are paid annually
in advance, generating a positive cash flow advantage. GenMed is encouraging
its clients to extend these contracts up to a three year term in order to
consolidate the stability of the Company's revenue.
GenMed also provides a self-pay membership programme and a self-pay walk-in
service for patients who are not members of any GenMed corporate scheme. The
walk-in service is charged for on a per-consultation basis, with follow-up
consultations charged at a reduced rate.
The NHS Walk-in Centre is operated under a contract with the DH, which pays a
stable monthly income stream plus a payment per patient seen. The operation
has been profitable from commencement on 19 December 2005.
The nature of the long-term contracts under the Company Doctor Scheme and the
five year contract with the DH for the NHS Walk-in Centre provide the Company
with a solid underpinning of firm cash flow. In the second half of the
financial year ended 31 May 2006, which included the first 23 weeks' operations
of the NHS Walk-in Centre, these contracted sources of revenue accounted for
43% of the turnover of the Company as follows:
SOURCES OF TURNOVER
Walk-in centre 23%
Company Doctor Scheme 20%
Health Screening 17%
Consultations 14%
Physiotherapy 11%
In House Clinics 8%
Other 7%
TOTAL 100%
STRATEGY
GenMed intends to build on its success with the first privately run NHS Walk-in
Centre in London by bidding for new contracts for the provision of services to
the DH within the M25 region.
As part of its organic business plan, GenMed's management team has recently
strengthened its sales function by appointing a dedicated director of New
Business. This will enable the Company to achieve organic growth in turnover
by taking a proactive sales approach to new business, taking advantage of cross
selling opportunities with existing clients and to build stronger client
relationships with more longevity.
The business strategy of GenMed is to realise the potential in the current
business through implementing better management procedures, more accountability
within the clinical and administrative management structure and tighter cost
controls.
GenMed is implementing a major new IT system to integrate all three private
centres with on line internet booking and email confirmation for clients. This
system brings together all the centres' booking and invoicing information and
enables management to monitor key performance indicators. The new system will
replace different business systems operating in each centre.
In addition to the organic strategy outlined above, the management of GenMed is
investigating potential acquisitions or other corporate transactions with
companies that will provide opportunities for either horizontal integration
such as other operators of private GP centres in London or vertical integration
into other primary healthcare markets such as APMS or alternative treatments.
GenMed is committed to a robust business plan that highlights future growth
potential via a mix of organic and acquisition improvement models.
The Directors believe that the corporate health market is likely to grow as
employers seek means to enhance employee benefits, which also benefit the
employer. Provision by employers of occupational health benefits, health and
safety compliance and other whole employee benefit programmes require primary
care services such as those supplied by GenMed.
In addition, the Directors believe that the increasing concern of private
individuals about their own health and wellbeing will lead to continuing growth
in revenues under individual self-pay membership programmes. Outside the City,
there is potential for wider geographical expansion to meet increasing demand
for private primary care.
Provision to the market served by GenMed remains fragmented and is served by a
range of large and small companies and practices. Some consolidation has taken
place in the sector and is likely to continue.
The Board of GenMed believes that the Company could be a part of that
consolidation process. By opening and acquiring additional centres, and
serving more clients, the Company would benefit from economies of scale by
spreading the cost of group and head office overheads over a larger number of
units.
In summary, the Directors believe that the Company benefits from having well-
located, Healthcare Commission registered, private GP clinics and the NHS Walk-
in Centre, providing a professional service to an established and growing
client base. The profitable trading and positive cash flow position achieved
under its management team have allowed the Company to take advantage of
opportunities to expand organically and by acquisition in the operation of both
private and NHS clinics.
SHARE CAPITAL
The authorised share capital of the Company is GBP2,500,000 consisting of
50,000,000 ordinary shares of 5p each, of which 16,316,944 are issued and
1,268,703 are subject to options and warrants (including 838,703 staff and
Directors' options). The Company has raised GBP1.5 million (before costs of the
Placing) by the issue of 4,411,764 ordinary shares of 5p each at a Placing
price of 34p per share representing a valuation following the Placing of
approximately GBP5.98 million on a fully-diluted basis.
The Placing has broadened ownership across a diverse number of shareholders and
the Company now has approximately 100 shareholders. The Placing has facilitated
the Company's quotation on the PLUS market, and the Directors believe it will
provide greater financial flexibility to build effectively upon GenMed's
established position and enable the Company to accelerate the marketing of its
Company Doctor Scheme to new corporate customers
The Company intends that the net proceeds of the Placing receivable by it will
be divided between administrative expenditure including working capital
(principally on the upgrade of business development, marketing and operational
systems and the development and expansion of existing and further clinics),
repayment of bank loan, the provision of finance to the Company's Employee
Share Ownership Trust, and implementation of its acquisition strategy, where
the majority of funds will be aimed.
In this regard, the Company has entered into wide ranging early stage
discussions with potential acquisition targets in accordance with its strategy
of capitalising upon the consolidation opportunities available to it. A number
of these targets are considered earnings enhancing and/or offer synergistic
benefits to the Company. GenMed intends to utilise a substantial proportion of
the Placing proceeds to implement its acquisition strategy.
CHANGE IN FINANCIAL CONDITION SINCE LAST AUDITED ACCOUNTS
Since the financial year end of 31 May 2006 GenMed has continued to trade in
line with expectations and has completed the Placing referred to above raising
GBP1.5 million before expenses. Part of the proceeds have been used to repay a
bank loan which stood at GBP170,000 at 31 May 2006.
DIRECTORS
The Directors of the Company are as follows:
Harry Hyman, Non-executive Chairman
Jerry Appleyard, Chief Executive
Bernard Kelly, Non-executive
Jonathan Metliss, Non-executive
Dr Michael Paul, Non-executive
Other directorships of the Directors currently and during the past five years
are as follows:
HARRY HYMAN
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|Current |Past five years |
| | |
|Health Investor Ltd |Aberdeen Preferred Securities |
|Leandra Nurseries Ltd |Aberdeen Preferred Income Trust PLC |
|Nexus Structured finance Ltd |Aberdeen High Income Trust PLC |
|Nexus Corporate Finance Ltd |BFS Managed Properties Ltd |
|Nexus Group Holdings Ltd |BFS Managed Properties Holdings Ltd |
|Nexus Financial Ltd |BFS Managed Properties Securities Ltd |
|Nexus Property Management|BMP (Cumbernauld) Ltd |
|Services Ltd |BMP (Hove) Ltd |
|Nexus Property Services Ltd |BMP (Preston) Ltd |
|Nexus Health Finance Ltd |BMP (Ilkeston) Ltd |
|Nexus Structured|BMP (Daten Park) Ltd |
|Communications Ltd |BMP (Leeds) Ltd |
|Nexus Consulting (UK) Ltd |Dr Foster Ltd |
|Nexus Management Services Ltd|First Housing Investment Trust (PLC) (now|
|Nexus PINE Management Ltd |Campus Marketing PLC) |
|Nexus PHP Management Ltd |Groupe Chez Gerard PLC |
|Primary Health Properties PLC|HR Properties |
|Primary Health Investment|Intrinsic Value Plc |
|Properties Ltd |Nexus Consulting (UK) Ltd |
|Primary Health Investment|Pharmacy 2U Ltd |
|Properties (2) Ltd |Premier Recovery Investment Trust PLC |
|Primary Health Investment|TLC (Tender Loving Childcare) Ltd |
|Properties (3) Ltd | |
|Primary Health Solutions Ltd | |
|Royal London UK Income &| |
|Equity Trust PLC | |
|Royal London UK Income &| |
|Equity Securities PLC | |
|Skinklinic Ltd | |
|Walk In Health Ltd | |
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JERRY APPLEYARD
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|Current |Past five years|
| | |
|Walk In Health Ltd | |
|Finsbury Medical Centre Ltd | |
|Broadgate Medical Centre Ltd | |
|Tower Hill Medical Centre Ltd | |
|Fleet Street Medical Centre Ltd| |
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BERNARD KELLY
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|Current |Past five years |
| | |
|Langbourn Income Growth & Property Unit Trust|PXRE Corporation |
|Societe Generale d'Investissements SA |Discovery Group of Funds Ltd|
|Tufton/Bulldog Capital Ltd |PXP International Ltd |
|Nexus Structured Finance Ltd | |
|Nexus Consulting (UK) Ltd | |
|Nexus Property Management Services Ltd | |
|Nexus Health Finance Ltd | |
|Nexus PHP Management Ltd | |
|Health Investor Ltd | |
|Nexus Management Services Ltd | |
|Nexus PINE (Management) Ltd | |
|Nexus Financial Ltd | |
|First Equity Ltd | |
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JONATHAN METLISS
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|Current |Past five years|
| | |
|London Freeholds PLC | |
|Weizmann Institute Foundation (UK)| |
|British Israel Chamber of Commerce| |
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DR MICHAEL PAUL
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|Current |Past five years|
| | |
|Walk In Health Ltd| |
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RISK FACTORS
The risks noted below do not necessarily comprise all those potentially faced
by the Company and are not intended to be presented in any assumed order of
priority.
DEPENDENCE ON CONSULTANTS AND CONTRACTORS
A small percentage of GenMed staff are locum doctors sourced from agencies and
almost half of GenMed's staff are sessional doctors, meaning they are part
time. While there is currently no shortage of appropriately trained staff to
fill positions there can be no guarantee that this will continue into the
future. Given the recent upwards pressure on clinical wages this could have a
material affect on the Company.
The Company is also bound by the NHS's rules of additionality in respect of the
NHS Walk-in Centre. This restricts the Company from recruiting clinical staff
for the NHS Walk-in Centre from under-doctored areas within five miles of the
centre. This has not created any difficulties to date.
RELIANCE ON THIRD PARTIES FOR CRITICAL FUNCTIONS
The Company's operations and development programmes are managed by a small team
and some functions are or will be contracted out to third parties. Such
functions include or may include: IT support and administration, facilities
management and clinical waste collection. The Company will be dependent upon
such third parties meeting the Company's or the relevant regulators' required
standards including good manufacturing practices and failure to do so could
have a material impact on the Company's performance.
RETENTION OF KEY STAFF
The Company has entered into employment contracts with each of the key members
of staff but the retention of their services cannot be guaranteed.
The Company offers options over its shares to members of staff. The Company has
established an Employee Share Ownership Trust ("ESOT") to help incentivise and
retain key employees.
Investors should note that none of the Directors is in any way limited, by way
of their involvement with the Company, from acting in the management or conduct
of the affairs of any other company.
RELIANCE ON CONTRACT
The Company has a contract with the Department of Health to run the Liverpool
Street NHS Commuter Walk-in Centre for a period of five years from December
2005. There is no guarantee that after this period has elapsed the Company
will be awarded the contract once again.
However, there is the potential at the DH's request to have the contract
extended for a further three years.
WALK-IN HEALTH KPI REVIEWS
Walk In Health Limited, the service provider for the NHS Walk-in Centre
contract, is required to meet a series of internal key performance targets
outlined in the project agreement with the DH. While the Company to date has
not been in breach of any of these required hurdles, there is no guarantee the
Company will continue to meet these requirements. In the event of a series of
recurring breaches without agreed efforts at correction, the DH has the option
of terminating the NHS Walk-in Centre contract.
EXPANSION RISK
The successful expansion of the Company will depend on a number of factors
including its ability to find suitably located and priced acquisitions, recruit
new staff or management and update systems. Although the Company does not
anticipate any significant problems in relation to these areas, any delay or
inability to address these factors may inhibit the Company's growth.
COMPETITION
The market in which the Company operates is competitive and highly fragmented
and is characterised by a significant number of smaller players and a small
number of large players. The Company's current and future competitors may be
able to offer similar services at lower prices, superior performance levels or
with greater market acceptance than the Company, or be able to develop better
financial, consumer, customer or business relationships.
INDUSTRY AND PROFESSIONAL REGULATION
Both the medical profession and the pharmaceutical industry operate within a
statutory or voluntary regulatory framework. While the Company is presently
considered to be fully compliant with regulatory and ethical requirements,
there is a risk that in the event of regulatory change, over which the Company
has no control, this may no longer be the case, which could have a material
adverse impact on the Company.
FUNDING
Although the Company is currently cashflow positive, there is no guarantee that
this situation will continue in the future. While the recent funding round is
to be used to bolster working capital and for acquisitions, the Company may
need to raise additional funds in the future to ensure future growth and
expansion. Any equity offerings to new investors could result in dilution for
existing shareholders. Furthermore, there can be no guarantee or assurance that
additional funds can be raised when necessary. In these circumstances the
Company would need to secure additional funding from other sources and/or scale
back its future plans.
DETAILS OF SECURITIES BEING ADMITTED
The securities admitted to listing on PLUS are the entire issued share capital
of General Medical Clinics PLC amounting to 16,316,944 ordinary shares of 5p
each.
Shareholders with interests in excess of 3% in the capital of the Company are
as follows:
SHAREHOLDER CURRENT OPTIONS ASSUMING
SHAREHOLDING EXERCISE OF
OPTIONS AND
WARRANTS IN FULL
SHARES % OF SHARES % OF
TOTAL TOTAL
Lend Lease Property 1,872,457 11.48% 1,872,457 10.65%
Corporation Ltd Note 1
Societe Generale d'Investissements 825,000 5.06% 825,000 4.69%
Note 2
Dr M Paul (director) Note 3 750,000 4.60% 120,000 870,000 4.95%
Watertown Investments Inc 750,000 4.60% 750,000 4.26%
L Johnson 736,000 4.51% 736,000 4.19%
S M Paul 700,000 4.29% 700,000 3.98%
Nexus Structured Finance Ltd and 683,395 4.19% 683,395 3.89%
subsidiaries Note 4
Sir P Michael 681,839 4.18% 681,839 3.88%
A A Chambers 600,000 3.68% 600,000 3.41%
J Appleyard (director) Note 5 7,000 0.55% 580,645 587,645 3.34%
Note 1: Controlling shareholders 50% Mrs B P Davis, 10% Mrs H Lewis and 40% The
Hannah Lewis 1986 Settlement of which the grandchildren of Mrs H Lewis and Mr D
J Lewis are beneficiaries.
Note 2: Controlling shareholder The Malt Trust (Monaco).
Note 3: Options exercisable at 25p per share.
Note 4: The interests of the Chairman of the Company Mr H Hyman are held
through his direct and indirect interests in Nexus Structured Finance Limited
totalling 70.3% of Nexus Structured Finance Ltd.
Note 5: Options exercisable at 31p per share.
DIRECTORS' SHAREHOLDINGS
The aggregate interest of the Directors is 1,613,903 shares being 9.9% of the
issued share capital.
WARRANTS AND OPTIONS
There are outstanding warrants over 100,000 shares exercisable at 25p per share
to 14 November 2010, options over 330,000 shares exercisable at 25p per share
until 14 November 2010, and staff and Director options over 838,703 shares
exercisable at 31p per share at various dates to 2016.
REASONS FOR THE ADMISSION
The Directors consider that the admission of the Company's securities to Plus
will provide liquidity in the Company's shares for existing shareholders and
will ascribe an easily obtained valuation to shareholdings and will facilitate
the Company's acquisition plans.
CORPORATE ADVISER
The Company's Corporate Adviser is Axiom Capital Limited, Roman House, 296
Golders Green Road, London NW11 9PT. (020 8455 0011 Email: dgs@axiomcap.co.uk)
The Directors of the Company accept responsibility for this announcement
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