Invitation to acquire class B shares in Medicover AB (publ)

232 Pages·2017·4.23 MB·English

Invitation to acquire
class B shares in
Medicover AB (publ)
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
JOINT BOOKRUNNERS
IMPORTANT INFORMATION TO INVESTORS
This offering circular (the “Offering Circular”) has been prepared in connection with the offering to the public in Sweden and listing on Nasdaq Stockholm (the “Offering”) of class B shares in
Medicover AB (publ), Reg. No. 559073-9487 (the “Company”) (a Swedish public limited liability company). In the Offering Circular, “Medicover” or the “Group” refers to the group of which
the Company is the parent company. The “Joint Bookrunners” refer to Jefferies International Limited, Skandinaviska Enskilda Banken AB, Carnegie Investment Bank AB (publ) and Nordea
Bank AB (publ). The “Principal Owner” refers to Celox Holding AB, a company controlled by the Jonas and Christina af Jochnick Foundation and “R12 Kapital” refers to R12 Kaptial Fund I
AB. Refer to the section “Definitions” for definitions and other terms in the Offering Circular.
The Offering is not directed to the general public in any country other than Sweden. Nor is the Offering directed to such persons whose participation requires additional prospectuses,
offering circulars, registrations or measures other than those prescribed by Swedish law. No measures have been or will be taken in any other jurisdiction than Sweden, that would allow any
offer of the shares to the public, or allow holding and distribution of the Offering Circular or any other documents pertaining to the Company or its shares in such jurisdiction. Applications to
acquire shares that violate such rules may be deemed invalid. Persons into whose possession the Offering Circular comes are required by the Company and the Joint Bookrunners to inform
themselves about and to observe such restrictions. Neither the Company nor any of the Joint Bookrunners accepts any legal responsibility for any violation by any person, whether or not a
prospective investor, of any such restrictions. The shares in the Offering have not and will not be registered under the U.S. Securities Act of 1933, as amended, or any other securities regu-
latory authority of any state within the United States of America (the “United States”) and the shares may not be subscribed for, offered, acquired or sold within the United States. The
Company has not taken, and will not take, any actions to register any of its shares or any part of the Offering in the United States or to conduct a public offering in the United States or in any
other jurisdiction other than Sweden. This Offering Circular is not an offer to sell, or a solicitation to an offer to acquire or subscribe for any other securities than the shares in the Offering.
The Offering to acquire shares is not made to persons resident in Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, or the United States.
The information contained in the Offering Circular has been provided by the Company and other sources identified herein. Distribution of the Offering Circular to any person other than
the offeree specified by the Joint Bookrunners or their representatives, and those persons, if any, retained to advise such offeree with respect thereto, is unauthorised, and any disclosure of
its contents, without the Company’s prior written consent, is prohibited. Any reproduction or distribution of the Offering Circular, in whole or in part, and any disclosure of its contents to
any other person is prohibited. The Offering Circular is personal to each offeree and does not constitute any offer to any other person or to the general public to acquire shares in the Offer-
ing.
The Offering and the Offering Circular are governed by Swedish law. The courts of Sweden have exclusive jurisdiction to settle any conflict or dispute arising out of or in connection with
the Offering or the Offering Circular.
A separate prospectus in Swedish has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in accordance with Chapter 2, Sections 25
and 26 of the Swedish Financial Instruments Trading Act (1991:1980) (Sw. lagen (1991:980) om handel med finansiella instrument). In the event of any discrepancies between the Offering
Circular and the Swedish prospectus, the Swedish prospectus shall prevail.
STABILISATION
The Joint Bookrunners (with SEB in charge) may in connection with the Offering and the listing on Nasdaq Stockholm conduct certain transactions aimed at maintaining the price of the
shares at a higher level than would otherwise be the case. The stabilisation measures aimed at supporting the price of the shares can be taken from the first day of trading of the shares on
Nasdaq Stockholm, and over a subsequent period of not more than 30 calendar days. These stabilisation transactions can be carried out at a price that does not exceed the sale price set in
the Offering. The stabilisation measures could raise the market price of the shares to a level that is unsustainable in the long-term and that exceeds the market price that would otherwise
prevail. The fact that stabilisation measures can be carried out does not necessarily mean that such measures will be carried out. Stabilisation, if undertaken, may be discontinued at any time
without prior notice. During the stabilisation period, the Joint Bookrunners will announce the details of all stabilisation measures taken no later than the end of the seventh daily market
session following the date of the stabilisation measure taken. Within a week from when the stabilisation period (30 calendar days) has expired, it will be announced whether stabilisation
measures were initiated, and if so, the date on which these measures were taken, including the closing date for these measures, as well as the price interval within which the stabilisation
transactions were carried out. When applicable, each occasion will be announced separately.
FORWARD-LOOKING STATEMENTS
The Offering Circular contains certain forward-looking statements and opinions. Forward-looking statements are statements that do not relate to historical facts and events and such state-
ments and opinions pertaining to the future that, by example, contain wording such as “believes”, “estimates”, “anticipates”, “expects”, “assumes”, “forecasts”, “intends”, “could”, “will”, “should”,
“would”, “according to estimates”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “to the knowledge of” or similar expressions, which are intended to identify a statement
as forward-looking. This applies, in particular, to statements and opinions in the Offering Circular concerning the future financial returns, plans and expectations with respect to the business
and management of the Company, future growth and profitability and general economic and regulatory environment and other matters affecting the Company.
Forward-looking statements are based on current estimates and assumptions made according to the best of the Company’s knowledge. Such forward-looking statements are subject to
risks, uncertainties, and other factors that could cause the actual results, including the Company’s cash flow, financial condition and results of operations, to differ materially from the results,
or fail to meet expectations expressly or implicitly assumed or described in those statements or to turn out to be less favorable than the results expressly or implicitly assumed or described
in those statements. Accordingly, prospective investors should not place undue reliance on the forward-looking statements herein, and are strongly advised to read the Offering Circular,
including the following sections: “Summary”, “Risk factors”, “Business overview” and “Operating and financial review”, which include more detailed descriptions of factors that might have an
impact on the Company’s business and the market in which it operates. None of the Company, the Principal Owner, R12 Kapital or any of the Joint Bookrunners can give any assurance
regarding the future accuracy of the opinions set forth herein or as to the actual occurrence of any predicted developments.
In light of the risks, uncertainties and assumptions associated with forward-looking statements, it is possible that the future events mentioned in the Offering Circular may not occur.
Moreover, the forward-looking estimates and forecasts derived from third-party studies referred to in the Offering Circular may prove to be inaccurate. Actual results, performance or
events may differ materially from those in such statements due to, without limitation, changes in general economic conditions, in particular economic conditions in the markets on which the
Company operates, changes affecting interest rate levels, changes affecting currency exchange rates, changes in competition levels, changes in laws and regulations, and occurrence of acci-
dents or environmental damages.
After the date of the Offering Circular, none of the Company, the Principal Owner, R12 Kapital or any of the Joint Bookrunners assume any obligation, except as required by law or
Nasdaq Stockholm’s Rule Book for Issuers, to update any forward-looking statements or to conform these forward-looking statements to actual events or developments.
BUSINESS AND MARKET DATA
The Offering Circular includes industry and market data pertaining to the Group’s business and markets. Such information is based on the Company’s analysis of multiple sources, including
industry publications and reports.
Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such
information is not guaranteed. The Company has not independently verified and cannot give any assurances as to the accuracy of industry and market data contained in the Offering Circu-
lar that were extracted or derived from such industry publications or reports. Business and market data are inherently predictive and subject to uncertainty and not necessarily reflective of
actual market conditions. Such data is based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judge-
ments about what types of products and transactions should be included in the relevant market.
None of the Principal Owner or R12 Kapital or any of the Joint Bookrunners assumes responsibility for the correctness of any business or market data included in the Offering Circular.
Information provided by third parties has been accurately reproduced and, as far as the Company is aware and has been able to ascertain from information published by such third parties,
no facts have been omitted which would render the reproduced information inaccurate or misleading.
PRESENTATION OF FINANCIAL INFORMATION
All financial amounts are in euro (“€”), unless indicated otherwise, “€t” indicates thousands of € and “€m” indicates millions of €. Unless otherwise stated herein, no financial information in
this Offering Circular has been audited or reviewed by the Company’s auditor. Financial information relating to the Company in this Offering Circular, and that is not a part of the informa-
tion that has been audited or reviewed by the Company’s auditor as stated herein, has been derived from the Company’s internal accounting and reporting system. The Group’s current
parent company, Medicover AB (publ), was founded in 2016. Financial information in the Offering Circular relating to the financial years 2014, 2015 and 2016 are therefore derived from
the special purpose audited consolidated financial statements of Medicover Holding S.A., which during these financial years was the parent company of the Group and is currently a direct
subsidiary of the Company. Some of the key performance indicators presented in this Offering Circular are so-called alternative performance measures, i.e. financial measures of historical or
future financial performance, financial position, or cash flows, other than a financial measure defined or specified in IFRS. These non-IFRS measures should not be considered in isolation or
as a substitute to performance measures derived in accordance with IFRS. In addition, such measures, as defined by the Group, may not be comparable to other similarly titled measures
used by other companies. Certain arithmetical data contained in this Offering Circular, including financial and operating information, have been subject to rounding adjustments. Accord-
ingly, in certain instances, the sum of the numbers in a column or a row in tables contained in this Offering Circular may not conform exactly to the total figure given for that column or row.
Unless otherwise stated, the calculation of ownership shares in the Company has been based on the assumption that all shares in the Offering will be acquired, that the price in the Offering
is determined at the mid-point of the price range and that the over-allotment option, as described in the Offering Circular, will be fully utilised.
IMPORTANT INFORMATION ABOUT THE SELLING OF SHARES
Note that notifications about allotment to the public in Sweden will be made through distribution of contract notes, expected to be distributed on 23 May 2017. Institutional investors are
expected to receive notification of allotment on or about 23 May 2017 in particular order, whereupon contract notes are dispatched. After payments for the allocated shares have been
processed, the duly paid shares will be transferred to the securities depository account or the securities account specified by the acquirer. The time required to transfer payments and trans-
fer duly paid shares to the acquirers of shares in the Company means that these acquirers will not have shares available in the specified securities depository account or the securities
account until 26 May 2017, at the earliest. Trading in the Company’s class B shares on Nasdaq Stockholm is expected to commence on or around 23 May. Accordingly, if shares are not
available in an acquirer’s securities account or securities depository account until 26 May 2017 at the earliest, the acquirer may not be able to sell these shares on the stock exchange as
from the time trading in the shares commences, but first when the shares are available in the securities account or the securities depository account.
Table of contents
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 SUMMARY OF THE OFFERING
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Price range
SEK 49–63 per class B share
Invitation to acquire shares in Medicover . . . . . . . . . . 29
Application period for the general public
Background and reasons . . . . . . . . . . . . . . . . . . . . . . . . 30 12–19 May 2017
Terms and instructions . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Application period for institutional investors
12–22 May 2017
Market overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Announcement of offering price
Business overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
23 May 2017
Selected financial information . . . . . . . . . . . . . . . . . . . . 88
First day of trading in the Company’s class B shares on
Operating and financial review . . . . . . . . . . . . . . . . . . . 98 Nasdaq Stockholm
23 May 2017
Capitalisation, indebtedness and
other financial information . . . . . . . . . . . . . . . . . . . . . . 131 Settlement date
26 May 2017
Board of directors, executive management
Other information
and auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
Ticker class B share: MCOV B
Corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . . 138 ISIN code class A share: SE0009778830
ISIN code class B share: SE0009778848
Share capital and ownership structure . . . . . . . . . . . . . 144
FINANCIAL CALENDAR
Articles of association . . . . . . . . . . . . . . . . . . . . . . . . . . . 149
Interim report for the period January–
Legal considerations and
June 2017, Q2 28 July 2017
supplementary information . . . . . . . . . . . . . . . . . . . . . . 151
Interim report for the period January–
Regulatory overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159 September 2017, Q3 27 October 2017
Tax considerations in Sweden . . . . . . . . . . . . . . . . . . . . 165 Year-end report for the period January–
December 2017 February 2018
Historical financial information . . . . . . . . . . . . . . . . . . . F-1
Auditor’s report regarding
historical financial information . . . . . . . . . . . . . . . . . . . F-58
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
CERTAIN DEFINITIONS
the Company Medicover AB (publ) .
€ Euro .
Euroclear Sweden Euroclear Sweden AB .
Jefferies Jefferies International Limited .
Joint Global Coordinators and Joint Bookrunners Jefferies and SEB .
Joint Bookrunners Jefferies, SEB, Carnegie Investment Bank AB (publ) and Nordea Bank AB (publ) .
Medicover or the Group The group of which Medicover AB (publ) is the parent company .
Nasdaq Stockholm The regulated market operated by Nasdaq Stockholm AB .
Principal Owner Celox Holding AB .
SEB Skandinaviska Enskilda Banken AB .
INVITATION TO ACQUIRE CLASS B SHARES IN MEDICOVER AB (PUBL) 1
Summary
The summary is drawn up in accordance with information requirements in the form of a number of “paragraphs” which
should include certain information. The paragraphs are numbered in sections A–E (A.1–E.7). This summary contains
all the paragraphs required in a summary for the relevant type of security and issuer. However, as certain paragraphs
are not required, there may be gaps in paragraph numbering sequences. Even if it is necessary to include a paragraph in
the summary for the security and issuer in question, it is possible that no relevant information can be provided for that
paragraph. In such instances, the information has been replaced by a brief description of the paragraph, along with the
specification “not applicable”.
SECTION A—INTRODUCTION AND WARNINGS
A.1 Introduction and This summary should be read as an introduction to the Offering Circular . Any decision to invest in
warnings the securities should be based on an assessment of the Offering Circular in its entirety by the inves-
tor . Where statements in respect of information contained in an offering circular are challenged in a
court of law, the plaintiff investor may, in accordance with member states’ national legislation, be
forced to pay the costs of translating the Offering Circular before legal proceedings are initiated .
Under civil law, only those individuals who have produced the summary, including translations
thereof, may be enjoined, but only if the summary is misleading, incorrect or inconsistent with the
other parts of the Offering Circular or if it does not, together with other parts of the Offering Circu-
lar, provide key information to help investors when considering whether to invest in the securities .
A.2 Consent for use of Not applicable . Financial intermediaries are not entitled to use the Offering Circular for subsequent
the Offering Circular trading or final placement of securities .
by financial
intermediaries
SECTION B—ISSUER AND ANY GUARANTOR
B.1 Company and Medicover AB (publ), reg . no . 559073-9487 . The short name (ticker) for the Company’s shares on
trading name Nasdaq Stockholm will be MCOV B .
B.2 Issuer’s registered The Company’s registered office is in Stockholm . The Company is a public limited liability company
office and corporate founded in Sweden under Swedish law and operating under Swedish law .
form The Company’s form of association is governed by the Swedish Companies Act (2005:551) .
B.3 Description of the Medicover is a healthcare and diagnostic services provider in Poland, Germany, Romania, Ukraine
Issuer’s operations and certain other markets, primarily in Central and Eastern Europe (“CEE”) . Medicover offers a
broad range of healthcare services and a significant hub-and-spoke diagnostic laboratory network,
supported by extensively developed proprietary software and information systems infrastructure .
Medicover operates through two divisions, Healthcare Services and Diagnostic Services .
Healthcare Services offers services ranging from primary care to specialist outpatient and inpa-
tient care . The division generated 49 percent of the Group’s revenue for the year ended 31 Decem-
ber 2016 . In 2016, 63 percent of total Healthcare Services revenue were generated by Medicover’s
integrated “subscription-provider” model, which is predominantly an employer funded employee
benefit healthcare package (subscription/health plan) . Medicover receives a contractual fixed fee
and in return offers the employee or individual entitlement to a defined range of healthcare
services . The care is delivered predominantly through Medicover’s own network of clinics and
medical facilities with a small reliance on third party health providers . Medicover is able to combine
efficiently and seamlessly the financing of the services with managing access and demand to its
services and providing high quality care, which drives high customer retention and loyalty . 32
percent of the division’s revenue was generated through the strong and expanding fee-for-service
(“FFS”) model, services where customers pay direct out of pocket for healthcare services as used,
and the remaining 5 percent from public funded sources .
2 INVITATION TO ACQUIRE CLASS B SHARES IN MEDICOVER AB (PUBL)
SuMMAry
B.3 Description of the Diagnostic Services offers a broad range of diagnostic laboratory testing for humans and some
Issuer’s operations, veterinary services across all major clinical pathology specialities . The division generated 51
cont. percent of the Group’s revenue for the year ended 31 December 2016 . Of this, 63 percent were
generated from private payments and the remaining 37 percent through public funding sources,
primarily from the German market (29 percent) . The balance of 8 percent of the division’s revenue
is from public payment sources in the remaining markets .
The Group has a strong position in Poland and Germany with these two markets accounting for
the majority of the Group’s revenue . For the year ended 31 December 2016, the share of revenue
for each respective market was: Poland 45 percent, Germany 25 percent, Romania 12 percent and
Ukraine 8 percent . The remaining 10 percent was generated by operations across Belarus,
Hungary, Bulgaria, the UK, Georgia, Serbia, Moldova, Russia and Turkey .1)
For the year ended 31 December 2016, Medicover had revenue of €497 .3 million and adjusted
EBITDA of €46 .1 million, corresponding to an adjusted EBITDA margin of 9 .3 percent . From its
foundation in 1995 Medicover has grown its revenue every year . Since being taken private in 2006,
the Group’s revenue has grown almost seven-fold with organic growth accounting for over 70
percent of growth .
1) The Group aims to close down its Russian operations and dispose of its Turkish operations in 2017 .
B.4a Trends Empirical data shows a clear positive correlation between GDP per capita and the percentage of
GDP spent on healthcare .2) Since public spending generally grows in line with GDP this usually
means that private healthcare spending has to grow faster to cover the gap . Emerging and develop-
ing Europe is projected to experience an average GDP growth rate of approximately 3 .1 percent
per year in the coming two years .3) Also, an ageing population in the countries where Medicover
operates leads to increasing demand for healthcare and diagnostic services .
Both employers and individuals are becoming more health aware and more willing to invest in
maintaining good health and preventative care . Furthermore, the ongoing shift from the treatment
of diseases towards prevention, screening, diagnosis and monitoring of chronic conditions is
expected to be strengthened . There is a growing demand for customised healthcare solutions and
potential for preventive medicine to reduce overall healthcare costs .
New treatments and new diagnostic techniques enable effective treatments, better outcomes
and higher standards of care, often available first in the private sector . In addition, innovations in
health and laboratory technology as well as a growing degree of process automation are greatly
enhancing the customer service through a broader selection of available diagnostic tests, short-
ened waiting time, higher quality and reduced costs .
Both patients and doctors expect greater choice and convenience in the delivery of healthcare,
leading to improved infrastructure to support demand . Consumers increasingly use mobile services
(e .g . banking and shopping) and want the same mobile accessibility in healthcare services . Further,
digitalisation and increased use of mobile applications create more awareness of, and demand for,
personal healthcare and service . Private healthcare providers continue to expand their capacity and
to make investments, which in turn is driving growth of the market for private healthcare services .
2) World Bank, World Development Indicators (2017) .
3) IMF, World Economic Outlook Update (2017) .
B.5 Description of the The Group comprises the parent company Medicover AB (publ) and 91 directly and indirectly
Group and the issuer’s owned subsidiaries .
position within the
Group
B.6 Major shareholders, As of the date of the Offering Circular, the Company has 151 shareholders, of which the largest
and control over shareholder is the Principal Owner with 51 026 895 class A shares, representing approximately
the Company 52 .6 percent of the shares and 57 .6 percent of the votes in the Company . The second largest
shareholder is NG Invest Beta AB with approximately 9 .6 percent of the shares and 9 .9 percent of
the votes in the Company .
Following completion of the Offering, based on the assumption that the Offering is carried out
in full, at a price per share corresponding to the midpoint of the price range in the Offering and that
the Over-allotment Option is fully exercised, the Principal Owner will hold approximately 35 .4
percent of the shares and 54 .0 percent of the votes in the Company and NG Invest Beta AB will
hold approximately 7 .0 percent of the shares and 10 .1 percent of the votes in the Company .
INVITATION TO ACQUIRE CLASS B SHARES IN MEDICOVER AB (PUBL) 3
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B.7 Financial information Basis for preparing financial information
in summary Unless otherwise stated, the Group’s historical financial information presented in this Offering
Circular derives from Medicover AB’s (publ) unaudited consolidated interim report for the three-
month period ended 31 March 2017 (the “Unaudited consolidated interim report”), and Medi-
cover Holding S .A .’s audited special purpose consolidated financial statements as of and for the
years ended 31 December 2016, 2015 and 2014 (the “Audited consolidated financial statements”
or, together with the Unaudited consolidated interim report, the “Consolidated accounts”) . The
Unaudited consolidated interim report for the three month period ended 31 March 2017, which
was subject to a review by Medicover AB’s (publ) auditors, has been prepared in accordance with
International Accounting Standard 34, “Interim Financial Reporting”, as adopted by the EU . The
Audited consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards as adopted by the EU (IFRS) . Medicover AB’s (publ) financial state-
ments for the year ended 31 December 2016 have been prepared in accordance with Swedish
GAAP and are incorporated by reference and form part of the Offering Circular . All financial
amounts are in euro (“€”), unless indicated otherwise, and “€ m” indicates millions of euro . Certain
arithmetical data contained in this Offering Circular, including financial and operating information,
have been subject to rounding adjustments . Accordingly, in certain instances, the sum of the
numbers in a column or a row in tables contained in this Offering Circular may not total exactly to
the total figure given for that column or row . Historical results do not necessarily provide an
indication concerning future results .
Consolidated income statement
Audited Unaudited
1 Jan–31 Dec1) 1 Jan–31 Mar2)
€ m 2016 2015 2014 2017 2016
Revenue 497.3 415.6 365.3 141.8 117.1
Operating expenses
Medical provision costs –377.3 –314.9 –277.6 –107.1 –89.0
Gross profit 120.0 100.7 87.7 34.7 28.1
Distribution, selling and
marketing costs –25.0 –21.3 –18.4 –6.9 –5.4
Administrative costs –77.4 –57.9 –52.5 –21.0 –17.3
Operating profit 17.6 21.5 16.8 6.8 5.4
Investment income (+)/loss (–) 0.2 –0.2 0.0 0.0 0.0
Interest income 0.1 0.0 0.3 0.0 0.0
Interest expense –4.6 –2.9 –2.8 –1.7 –0.9
Other financial
income (+)/loss (–) –1.1 –1.7 –1.6 1.4 –0.6
Total financial result –5.6 –4.6 –4.1 –0.3 –1.5
Share of profit of associates 0.1 0.0 0.2 0.0 0.0
Profit before income tax 12.3 16.7 12.9 6.5 3.9
Income tax –5.8 –7.7 –8.2 –2.1 –1.3
Profit for the period 6.5 9.0 4.7 4.4 2.6
1) Derived from Medicover Holding S.A.’s Audited consolidated financial statements included in the section “Historical financial information”.
2) Derived from Medicover AB’s (publ) Unaudited consolidated interim report included in the section “Historical financial information”.
4 INVITATION TO ACQUIRE CLASS B SHARES IN MEDICOVER AB (PUBL)
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B.7 Financial information Consolidated statement of financial position
Audited Unaudited
in summary,
31 Dec1) 31 Mar2)
cont.
€ m 2016 2015 2014 2017 2016
ASSETS
Non-current assets
Goodwill 118.6 106.6 97.5 119.6 118.5
Other intangible fixed assets 31.6 19.1 14.6 32.2 26.6
Tangible fixed assets 141.8 79.5 69.8 143.9 87.5
Investment property – – 1.7 – –
Total fixed assets 292.0 205.2 183.6 295.7 232.6

Deferred tax assets 3.7 3.1 2.8 3.5 3.0
Investment in associates 1.0 1.1 0.7 1.1 1.2
Other assets 1.3 6.1 2.1 1.3 1.6
Total non-current assets 298.0 215.5 189.2 301.6 238.4

Current assets
Inventories 25.8 24.2 12.7 25.1 24.2
Trade and other receivables 77.3 55.9 48.3 80.3 63.6
Cash and cash equivalents 18.4 17.2 11.8 20.6 20.4
Total current assets 121.5 97.3 72.8 126.0 108.2
Assets held for sale – – 7.6 – –
Total assets 419.5 312.8 269.6 427.6 346.6
SHAREHOLDERS’ EQUITY
Share capital and reserves
attributable to the parent 92.7 89.2 88.6 99.2 90.0
Non-controlling interests 6.1 4.0 1.9 6.2 6.2
Total shareholders’ equity 98.8 93.2 90.5 105.4 96.2

LIABILITIES
Non–current liabilities
Loans payable 195.4 126.2 0.4 36.9 144.2
Deferred tax liabilities 23.4 22.6 18.0 23.6 24.0
Provisions 0.4 0.3 – 0.3 0.3
Other non-current liabilities 16.6 11.9 8.7 16.6 12.6
Total non-current liabilities 235.8 161.0 27.1 77.4 181.1

Current liabilities
Loans payable 15.3 3.1 101.9 173.9 7.3
Provision for unearned
premiums 6.7 4.6 4.0 7.3 5.6
Corporate tax payable 4.4 4.7 4.4 4.2 4.5
Trade and other payables 58.5 46.2 41.7 59.4 51.9
Total current liabilities 84.9 58.6 152.0 244.8 69.3
Total liabilities 320.7 219.6 179.1 322.2 250.4
Total shareholders’ equity and
liabilities 419.5 312.8 269.6 427.6 346.6
1) Derived from Medicover Holding S.A.’s Audited consolidated financial statements included in the section “Historical financial information”.
2) Derived from Medicover AB’s (publ) Unaudited consolidated interim report included in the section “Historical financial information”.
INVITATION TO ACQUIRE CLASS B SHARES IN MEDICOVER AB (PUBL) 5
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B.7 Financial information Consolidated cash flow statement
Audited Unaudited
in summary,
1 Jan–31 Dec1) 1 Jan–31 Mar2)
cont.
€ m 2016 2015 2014 2017 2016
Profit before income tax 12.3 16.7 12.9 6.5 3.9
Adjustments for:
Depreciation and amortisation 23.3 18.0 18.1 6.4 4.7
Impairment 3.5 – – – –
Gain on disposal of fixed assets –0.1 0.0 0.0 0.0 0.0
Investment portfolio
gain (–)/loss (+) –0.2 0.4 0.1 0.0 0.0
Net interest expense 4.5 2.9 2.5 1.7 0.9
Employee share based
compensation 1.8 0.2 0.2 0.2 0.1
Other non-cash transactions 1.5 1.0 0.0 0.2 0.1
Unrealised foreign
exchange gain (–)/loss (+) 0.5 1.3 1.3 –1.4 0.5
Cash generated from
operations before working
capital changes and tax 47.1 40.5 35.1 13.6 10.2
Changes in operating assets
and liabilities:
Increase in receivables &
inventory –25.5 –12.0 –11.7 –0.4 –8.0
Increase (+)/decrease (–)
in payables 11.7 3.9 2.9 –1.8 3.9
Cash generated from
operations before tax payments 33.3 32.4 26.3 11.4 6.1
Income tax paid –7.4 –3.7 –4.6 –2.6 –2.0
Net cash inflow from
operating activities 25.9 28.7 21.7 8.8 4.1
6 INVITATION TO ACQUIRE CLASS B SHARES IN MEDICOVER AB (PUBL)
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B.7 Financial information Consolidated statement of cash flows, cont.
Audited Unaudited
in summary,
1 Jan–31 Dec1) 1 Jan–31 Mar2)
cont.
€ m 2016 2015 2014 2017 2016
Investing Activities:
Payment for acquisition of
fixed assets –54.3 –30.8 –23.6 –4.0 –10.3
Proceeds from disposal of
fixed assets 0.2 0.9 0.9 – 0.2
Investment in associates 0.2 –0.5 – –0.1 –0.1
Payment for acquisition of
subsidiaries, net of cash
acquired –12.3 –15.2 –2.6 –0.4 –7.7
Proceeds from disposal of
subsidiaries, net of cash sold 0.0 0.0 0.3 – 0.0
Interest received 0.1 0.0 0.3 0.0 0.0
Net cash outflow from
investing activities –66.1 –45.6 –24.7 –4.5 –17.9
Financing activities:
Loans repaid –21.1 –114.5 –8.0 –11.0 –1.5
Loans received 64.6 139.8 14.7 10.2 18.7
Proceeds from issue of shares 2.7 – – – –
Interest paid –4.7 –2.7 –2.6 –1.5 –0.1
Net cash inflow from
financing activities 41.5 22.6 4.1 –2.3 17.1
Total cash flow 1.3 5.7 1.1 2.0 3.3
Cash and cash equivalents
Cash balance beginning of
the period 17.2 11.8 10.4 18.4 17.2
Net effects of exchange
gain (–)/loss (+) on cash
balances –0.1 –0.3 0.3 0.2 –0.1
Increase in cash and
cash equivalents 1.3 5.7 1.1 2.0 3.3
Total cash balance at the
end of the period 18.4 17.2 11.8 20.6 20.4
1) Derived from Medicover Holding S.A.’s Audited consolidated financial statements included in the section “Historical financial information”.
2) Derived from Medicover AB’s (publ) Unaudited consolidated interim report included in the section “Historical financial information”.
INVITATION TO ACQUIRE CLASS B SHARES IN MEDICOVER AB (PUBL) 7
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B.7 Financial information Key performance indicators not defined in accordance with IFRS
in summary, Some of the key performance indicators presented below are so called alternative performance
cont. measures or non-IFRS financial measures, i .e . financial measures that are not defined under IFRS .
Medicover believes this information, along with comparable defined IFRS measures, is useful to
investors because it provides a basis for measuring the Group’s operating performance, ability to
retire debt and invest in new business opportunities . Medicover’s management uses these financial
measures, along with the most directly comparable IFRS financial measures, in evaluating the
Group’s operating performance and value creation . The non-IFRS financial measures should not be
considered in isolation from, or as a substitute for, financial information presented in the IFRS
financial statements . The non-IFRS measures reported by Medicover may not be comparable with
similarly titled amounts reported by other companies .
The tables and calculations below are unaudited, and have been derived from the Group’s
internal reporting system, unless otherwise stated .
1 Jan–31 Dec1) 1 Jan–31 Mar2)
€ m 2016 2015 2014 2017 2016
Medicover
Revenue 497.3 415.6 365.3 141.8 117.1
Growth, % 19.7% 13.8% 21.1% 18.0%
Constant currency
organic growth, % 19.5% 17.6% 19.1% 15.6%
Gross profit 120.0 100.7 87.7 34.7 28.1
Gross margin, % 24.1% 24.2% 24.0% 24.5% 24.0%
Operating profit 17.6 21.5 16.8 6.8 5.4
Adjusted operating profit 22.9 21.7 17.0 7.0 5.5
Adjusted operating margin, % 4.6% 5.2% 4.7% 4.9% 4.7%
EBITDA 44.3 39.5 34.9 13.2 10.1
EBITDA margin 8.9% 9.5% 9.5% 9.3% 8.6%
Adjusted EBITDA 46.1 39.7 35.1 13.4 10.2
Adjusted EBITDA margin, % 9.3% 9.5% 9.6% 9.4% 8.7%
Profit for the period 6.5 9.0 4.7 4.4 2.6
Adjusted net profit 11.8 9.2 4.9 4.6 2.7
Healthcare Services
Revenue 244.7 212.2 177.6 67.5 59.0
Growth, % 15.3% 19.5% 14.4% 17.8%
Constant currency
organic growth, % 15.2% 16.8% 11.7% 15.6%
EBITDA 20.0 16.0 13.5 4.8 4.1
EBITDA margin 8.2% 7.5% 7.6% 7.1% 6.9%
Adjusted EBITDA 20.8 16.1 13.6 4.8 4.1
Adjusted EBITDA margin, % 8.5% 7.6% 7.7% 7.1% 6.9%
Members, No (000's)
(period end) 889 750 660 933 796
8 INVITATION TO ACQUIRE CLASS B SHARES IN MEDICOVER AB (PUBL)