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EMC announces indicative price range for IPO and planned listing on Moscow Exchange

 

Nicosia, Cyprus, 7 July 2021 - United Medical Group CY PLC (the "Company", and together with its consolidated subsidiaries the "Group" or "EMC"), the leading multidisciplinary premium-class healthcare services provider in Russia operating under the European Medical Center brand, today announces the indicative price range for its initial public offering (the "Offering") and planned listing of global depositary receipts (the "GDRs") on Moscow Exchange.

 

The indicative price range in respect of the Offering has been set at between USD 12.5 to USD 14.0 per GDR. In the Offering, existing EMC shareholders will offer GDRs, each representing an ownership interest in one ordinary share of the Company. The indicative offering size amounts up to 40,000,000 GDRs. The implied equity value of United Medical Group CY PLC therefore amounts to USD 1.125 billion to USD 1.260 billion, based on the indicative price range.

 

The final price in respect of the Offering (the "Offering Price") will be determined following a bookbuilding process that commences today. The Offering Price is expected to be announced on or around 15 July 2021. The GDRs are expected to be admitted to trading in the "Level 1" part of the List of Securities Admitted to Trading on Moscow Exchange under the ticker GEMC on or about 15 July 2021. Subject to acceleration or extension of the timetable for the Offering, trading in the GDRs on an "as-if-and-when-issued" basis on Moscow Exchange is expected to commence on or about 15 July 2021.

 

Andrey Yanovsky, CEO of EMC, said:

 

"We are pleased with the positive response we have received from investors to EMC's announcement of its proposed IPO on Moscow Exchange. Investors appreciate the Company's sustainable profitability and strong growth prospects, as well as the long-term investment case for the Russian private healthcare market. This rapidly growing sector is currently under-represented in Russian capital markets, so EMC - which has the longest track record of successful operation of any Russian private healthcare operator - therefore offers an attractive opportunity for investors to participate in the future profitable growth of the Russian healthcare industry.

 

"Over more than 30 years we have created a uniquely high-quality and comprehensive customer offering, and built an efficient business that delivers attractive returns for shareholders. We have a clear understanding of the future development of the market for high-quality healthcare, and a strategy that will allow us to unleash the Company's growth potential and significantly increase shareholder value. The Company has recently completed a major investment programme, which we expect will support EMC's leading positions in terms of advanced medical technologies, qualified healthcare professionals and high-quality service for years to come. This will allow us to focus on growing our market share, as well as increasing operational efficiency and returns for both current and future shareholders."

 

Offering Highlights

 

• The Offering will consist of an offering of GDRs, each representing an ownership interest in one ordinary share of United Medical Group CY PLC.
• The indicative price range in respect of the Offering has been set at between USD 12.5 to USD 14.0 per GDR.
• Based on the indicative price range, EMC will have an indicative market capitalization of USD 1.125 billion to USD 1.260 billion.
• The GDRs are expected to be offered by (i) INS Holdings Limited (beneficially owned by Mr Igor Shilov) - currently holding c.71.2% of the Company's share capital, (ii) Hiolot Holdings Limited (beneficially owned by Mr Egor Kulkov) - currently holding c.20.8% of the Company's share capital, (iii) Greenleas International Holdings LTD (beneficially owned by Mr Roman Abramovich) - currently holding c.6.9% of the Company's share capital, and (iv) potentially certain other existing shareholders (together, the "Selling Shareholders").
• The Selling Shareholders plan to offer a total of up to 40,000,000 GDRs. Assuming all indicated GDRs are offered, EMC will have a free float of approximately 44%.
• Mr Igor Shilov will remain a significant shareholder of the Company after the Offering through his investment vehicle INS Holding Limited.
• The Company has applied for admission of the GDRs to trading on Moscow Exchange. Moscow Exchange approved GDRs of United Medical Group CY PLC for inclusion in the "Level 1" part of the List of Securities Admitted to Trading on Moscow Exchange from 15 July 2021. Subject to acceleration or extension of the timetable for the Offering, trading in the GDRs on an "as-if-and-when-issued" basis on Moscow Exchange is expected to commence on or about 15 July 2021 under the ticker GEMC.
• The Offering will consist of an offering (i) in the Russian Federation, (ii) otherwise to institutional investors outside the United States in "offshore transactions" as defined in, and in reliance on, Regulation S under the United States Securities Act of 1933 (the "Securities Act"), and (iii) within the United States to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or a transaction not subject to, the registration requirements under the Securities Act.
• The Company will not sell any GDRs in the Offering and will not receive any proceeds from the Offering. The Company's issued share capital currently comprises 90,000,000 ordinary shares and will remain unchanged following the Offering.
• Customary lock-up arrangements restricting the disposal of the Company's securities after the Offering are expected to be agreed with the Company and the Selling Shareholders prior to the Offering.
• Stabilisation arrangements are expected to be put in place for a certain period after the Offering in respect of up to 15% of the GDRs sold in the Offering.
• Citigroup Global Markets Limited, J.P. Morgan AG and VTB Capital plc are acting as joint global coordinators and joint bookrunners in connection with the Offering.

 

Overview

 

• EMC is the second largest private healthcare provider in Russia by revenue[1] and the largest by adjusted EBITDA[2] [3] and has been operating in the Russian private healthcare market for 30+ years - the longest track record of any major private healthcare business in this market[4]. EMC has grown rapidly in recent years, with adjusted revenue[5] of EUR 194.6 million, EUR 219.7 million and EUR 241.3 million for 2018, 2019 and 2020, respectively. Adjusted EBITDA for the same years was EUR 82.6 million, EUR 82.8 million and EUR 97.3 million, respectively. Profit for the period was EUR 51.7 million, EUR 59.5 million and EUR 80.6 million, respectively, for the same years.
• EMC is a fully integrated healthcare services provider offering a comprehensive range of diversified medical services, and has advanced capabilities in more than 57 specialisations, differentiating it from the competition in Russia.
• The Company utilises a patient-centric approach to its healthcare services offering, which allows it to provide patients with a full range of diagnostics and treatment services as well as offer tailor-made medical care. Being a provider of premium-quality medical care, EMC believes that it competes primarily with the leading international hospitals across Europe, Israel and Asia, and has been historically pricing its services in Euros.
• EMC's network comprises seven multidisciplinary medical centres, one maternity centre and one rehabilitation centre (with a total built-up area of approximately 87 thousand square metres), as well as three geriatric centres (with a total built-up area of approximately 14 thousand square metres). As at 31 March 2021, the Group had 2,593 employees, comprising 752 physicians, 1,472 nurses and other medical staff and 369 administrative and support staff.
• EMC operates in Moscow and Moscow region, which is the main Russian metropolitan area, with a population of more than 20 million and the highest average salaries in the country[6], as well as a concentration of high-net-worth individuals, who form a core group of the Group's clients.
• EMC is a leading Russian provider of cancer treatment with extensive expertise in a full range of modern oncology treatment methods, state-of-the-art facilities and equipment as well as renowned experts with international experience.
• EMC believes that the market in which it operates has strong potential for future growth due to a number of factors, including favourable macroeconomic and prevailing demographic trends (such as an aging population and increasing life expectancy), increasing demand for high-quality medical services among Russians with a high disposable income, the significantly lower level of healthcare expenditure per capita in Russia compared to OECD countries, supportive government policies aimed at strengthening the private healthcare market, relative underpenetration of the Russian private healthcare market and substantial barriers to entry for new healthcare providers. According to NEO Center, EMC's addressable market is estimated to be approximately 1.3 million customers, excluding Mandatory Health Insurance (MHI) programme, with the Company having served 69 thousand customers in 2020, excluding MHI.

 

Investment Highlights

 

EMC benefits from a combination of competitive advantages that it believes have contributed to its success and will continue to support its competitive position and business strategy going forward. These competitive advantages include:

 

Leading position in the premium healthcare market

 

• Since its establishment, the Group has secured one of the leading positions in the Russian private healthcare market. EMC was the second-largest Russian private healthcare provider by revenue in 2020, according to the Company data, and the largest private healthcare provider in Russia by adjusted EBITDA compared to its peers according to the latest publicly available information published by these companies.
• The Group's market-leading position is evidenced by, among other things, its diversified service offering (including telemedicine), its ability to recruit the most qualified physicians and staff in the market (including professionals with international experience), and its ability to equip facilities with state-of-the-art medical devices and to set and maintain prices for medical services linked mainly to EUR rather than RUB, all of which results in the Company's strong financial performance.
• The Russian private healthcare services market is rapidly growing and is still relatively underpenetrated. The target population group[7] for premium healthcare services in Russia is expected to grow at a CAGR of c. 5% in the next five years to reach c. 1.5 million people in 2025. At the same time, Moscow and Moscow region are forecast to have c. 205 thousand more high-net-worth and affluent individuals by 2025 as compared to 2020. All this, along with the growing demand for high-quality healthcare services not available at state-owned clinics, and the relatively low market penetration on the part of private healthcare providers will create further opportunities for EMC both in the Moscow region and in Russia's other regions.

 

Emphasis on highest-quality medical care

 

• EMC believes that its focus on the exceptional quality of its healthcare services has allowed it to achieve a leading position in the market. The Company is committed to excellence across all aspects of its healthcare services.
• The Group believes that its clinics are regarded by patients as centres of excellence for delivering successful clinical outcomes and a high level of patient satisfaction, evidenced by repeat visits, which positions its healthcare services business well with patients, peers and medical insurance providers.
• EMC continues to enhance its clinical excellence by assembling an international team of highly qualified physicians and staff. EMC employs approximately 250 physicians with international recognition and approximately 200 doctors with international experience, limiting its dependence on a single physician. In order to further improve its medical training platform, EMC established the EMC Medical School in 2012. The school offers multidisciplinary postgraduate medical education led by an international team of renowned specialists from the United States, the EU, Israel and Russia. The school's courses are offered to EMC's own medical personnel, as well as to unaffiliated medical professionals. In 2020, more than 8,300 students from over 75 cities in Russia, the CIS and Europe participated in over 323 events at the medical school.
• The Group also invests in technology, including high-tech surgery, radiotherapy, diagnostic radiology, complex laboratory procedures and healthcare information systems. The Company's medical facilities house modern, state-of-the-art equipment. In 2018, EMC Schepkina Hospital received Joint Commission International (JCI) accreditation covering all its business processes. In 2021, EMC Schepkina Hospital passed JCI re-accreditation.
• As a response to COVID-19, EMC introduced a number of measures to maintain its high-quality healthcare services during the pandemic. In particular, the Group expanded the range of remote services, including telemedicine, and enhanced its mobile app capabilities. Overall, EMC has traditionally been amongst the first on the Russian healthcare market to introduce the latest technologies and techniques. For example, EMC doctors were among the first in Russia to introduce robotic surgery with the Da Vinci Si HD Surgical System, which allowed the Group to become a leader in the use of organ-sparing surgical techniques for the treatment of oncological, urological and gynaecological issues. Today, robot-assisted technologies are used across a variety of disciplines.

 

A comprehensive service offering provided across the continuum of patient care

 

• EMC believes that its diversified medical services offering enhances its ability to capture a greater share of the growing Russian healthcare market and address the constantly evolving demands of its client base. The Group has one of the most comprehensive service offerings in the Russian private healthcare market: it offers nearly every type of healthcare service available, and has advanced capabilities in over 57 specialisations, particularly in the fields of oncology, orthopaedics, diagnostics, cardiology and surgery.
• In 2020, EMC started to implement a new project, 360oHealth, which represents a new model of medical care based on a holistic, patient-centred approach specifically designed to improve the patient experience and shift patients' patterns of behaviour towards preventive care and regular preventive measures. In the project's first year of operations, patient visits within the project grew by 267% compared to patient visits outside the project, and the Group demonstrated 244% revenue growth within the project.
• In addition, EMC is currently taking a series of measures to improve data analysis and enhance opportunities for personalised recommendations. This is expected to result in the development of a number of narrowly focused medical programmes designed to specifically address each patient's individual goals and needs as well as to introduce lifestyle recommendations, including promoting a healthy diet, fitness and other healthy habits.
• MHI is one of the most dynamic and fastest-growing segments in the Group's portfolio. EMC continues to provide services covered by MHI and expects that the development of its MHI services will be one of the key factors contributing to the growth of the Company. EMC is expanding its offering of technologically advanced services among MHI patients to meet the high demand. EMC sticks to a selective approach when considering MHI opportunities and is flexible in terms of expanding into the MHI business further in case lucrative opportunities arise.
• EMC has outstanding expertise in the significantly underserved oncology market in Russia. EMC intends to increase the volume of services provided in order to capture the growing demand for quality medical care in the Russian oncology market, including for radiation therapy, which is currently significantly underdeveloped, according to NEO Center. The Company plans to increase its cancer treatment capacity at its existing and new facilities with the support of its market-leading medical team with advanced expertise in oncology. EMC plans to further invest in state-of-the-art medical equipment and continue introducing modern methods of cancer treatment.

 

Unique business model driving exceptional operating and financial results

 

• The Company's patient-centric business model focused on high-quality medical services allows it to set and maintain prices for medical services in EUR, which results in strong operational and financial performance. EMC's strong adjusted revenue growth in EUR terms at a CAGR of 11% in the three years ended 31 December 2020 is driven both by growth in the number of visits and by a sustainable increase in the average check.
• EMC operates an efficient, well-invested asset base with total investments in business exceeding EUR 440 million between 2008 and 2020. A significant share of the Company's facilities are purpose-built, which makes them more efficient to run, and approximately 30% of its combined facilities' total area (including its flagship Schepkina and Orlovsky hospitals) is owned, with another 50% in concession for 49 years with no lease payments.
• In addition, the Group's level of current leverage, capital-light growth opportunities and strong cash-flow generation are expected to provide it with significant flexibility for dividend distribution. The Company is expected to pay cash dividends of approximately EUR 114 million in 2021, including dividends for the year ended 31 December 2020 in the amount of approximately EUR 76 million expected to be paid in September 2021 and dividends for the six months ended 30 June 2021 in the amount of approximately EUR 38 million expected to be paid in December 2021.

 

Strong and experienced management team

 

• The Company's senior management team includes individuals with extensive managerial experience and expertise in operational excellence. In recent years, the management team has been further strengthened by executives from various industries, including tech and digital, which the Company sees as increasingly important going forward. EMC's management team is led by the CEO, Andrey Yanovsky, who joined the Company in 2014 with previous executive experience at NefteTransServis, TNK-BP and Nidan Foods.
• Senior management is working to create a comfortable and supporting environment for the team of seasoned medical doctors responsible for running various medical specialisations at the Company with extensive prior experience with leading clinics in Western Europe, the United States, Israel and Russia.
• The Company has an international team of globally recognised doctors with 17 years of medical experience on average.

 

Clear growth strategy

 

EMC believes that the current state of the Russian public healthcare industry, with its insufficiently funded federal healthcare budget and existing service deficiencies in both inpatient and outpatient segments, including in the underpenetrated and underserved oncology sector, has created significant potential for expansion and market share gains for EMC. To achieve this, the Company plans to:

 

• effect further growth in its core premium-class services within existing medical specialisations, ramp up its recently launched facilities and continue to lead the market in terms of the quality of medical care provided to patients;
• continue to enhance its best-in-class private oncology treatment platform and consider regional expansion leveraging the Company's strong expertise in this segment;
• roll out an advanced oncology treatment platform under the MHI structure by leveraging momentum with the state to further develop public-private partnership oncology projects;
• deepen the Company's digital capabilities through continuous innovation with a strong focus on high-growth telemedicine services and the development of the 'Digital Hospital' platform;
• continue to increase profitability growth by enhancing operational efficiency, improving asset utilisation levels at the Company's facilities and increasing cost control.

 

EMC believes that its commitment to a patient-centric business model will allow it to continue to maximise operating efficiencies and synergies between its core specialisations.

 

 

Media enquiries

EM (communications advisor to EMC)

Ekaterina Shatalova   Dmitry Zhadan

shatalova@em-comms.com                 zhadan@em-comms.com

+7 915 321 8579                                +7 916 770 8909

 

EMC

pr@emcmos.ru 

 

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[1] According to EMC estimates, based on data for 2020.

[2] For EMC, calculated as profit for the period/year adjusted for income tax benefit, other income, net, (expense)/income on change in fair value of financial instruments, foreign exchange (loss)/gain, finance expense, and finance income, less construction revenue plus cost of construction, non-recurring expenses, depreciation of property plant and equipment (representing depreciation of property plant and equipment attributable to (a) Cost of medical services and products provided, (b) Selling expenses and (c) General and administrative expenses and amortisation of intangible assets (representing amortisation of intangible assets attributable to (a) Cost of medical services and products provided, (b) Selling expenses and (c) General and administrative expenses)) for the period.

[3] Estimated based on EMC's adjusted EBITDA for 2020 and the latest publicly available information from the Company's private healthcare Russian peers.

[4] According to EMC's estimates.

[5] Calculated as revenue excluding construction revenue.

[6] According to NEO Center.

[7] Including family members. The target population group consists of the affluent population (people with monthly incomes over RUB 500,000) and high-net-worth individuals (HNWIs) with net assets of over USD 1 mln including their primary residence. NEO Center estimates based on income distribution and population data as per Rosstat and Knight Frank's estimate of the share of HNWIs who derive their wealth from salaries.