NMC.L Regulatory News (NMC)

London, 26 August 2015: NMC Health plc (LSE:NMC) ('NMC'), the leading integrated private healthcare network operator in the United Arab Emirates and one of the leading global providers of fertility treatments through its Spanish subsidiary Clinica Eugin, today announces its interim results for the six months ended 30 June 2015.

· Reported revenues increased by 25.3% year-on-year (YoY, compared to H1 2014) to reach US$ 393.8m in H1 2015. *Pro forma Group revenues for the same period increased by 37.1% to reach US$ 431.0m

· EBITDA reached US$ 68.9m (+32.6% YoY), resulting in a Group EBITDA margin of 17.5%. Pro forma Group EBITDA was US$ 79.2m (+52.5% YoY, margin: 18.4%)

· Adjusted EPS reported at US$ 0.25, Pro forma US$ 0.27 and basic EPS reported at US$ 0.21

· Strong performance across all major assets, contribution from acquisitions and better than expected impact from Dubai mandatory insurance

· Revenue per patient increased to US$ 125.7 (+10.4% YoY) with *pro forma equivalent reaching US$ 129.6 (+13.8% YoY). The sharp growth in revenue per patient reflects the implementation of the new capabilities focussed strategy

· Patient visits grew by 28.7% YoY to reach 1.48m. Pro forma patient visits amounted to 1.73m (+50.4% YoY)

· Number of doctors employed reached 803 (+48% YoY)

· Healthcare segment of Distribution division increased sales by 19%

Business review

During the first half of 2015, NMC neared completion of its organic, capacity expansion program, which started following its IPO in 2012, and began looking at acquisition or partnership opportunities, both within its UAE home-market and abroad, to accelerate growth and expand its capabilities in speciality health services. 

Key highlights of its capacity expansion program included the recent openings of Brightpoint Royal Women's Hospital, DIP General Hospital, Al Ain Medical Centre and MBZC Day Surgery in the UAE. All four assets achieved better than expected operational and financial performance during the period. The Group prepared for the launch of operations at its largest hospital, the 250 bed NMC Royal Hospital in the Khalifa area of Abu Dhabi City which it plans to open to initial outpatient services on 1 September, 2015. Inpatient services are expected to commence before the end of 2015.

As a business, NMC is uniquely well positioned to expand in its UAE home market and the wider Gulf region as its target markets continue to experience capacity constraints, with even more pronounced shortages in higher acuity and niche specialised medical services.

The completion of NMC's hub-and-spoke healthcare network and the largest private sector capacity expansion program coupled with the strategic market opportunities present in the UAE and Gulf region, underpin this shift towards a second phase of growth focused on capabilities. The primary objective is to further expand NMC's market leadership in the UAE and eventually the regional specialty healthcare services market.

As part of this capability focused expansion strategy, NMC acquired one of the leading global providers of fertility treatments, Clinica Eugin, with the primary objective to replicate and present its international standards and capable platform to the UAE and regional patients. Work is already well underway to establish a Clinica Eugin hub in Abu Dhabi with a comprehensive 'one-

stop shop' service offering. In addition, NMC acquired two local entities with market leading operations in the UAE long-term care (ProVita, which completed on 25 August 2015) and home care (Americare, which completed on 29 April 2015) market segments. These acquisitions support NMC's continuing execution of its strategy as a leading integrated healthcare provider and extend its services along the care pathway. ProVita operates 90 beds in the Emirate of Abu Dhabi and is due to open a further 30 beds before the end of Q3, 2015. In total the Group is expected to have a licensed bed capacity of 855 by the end of 2015. 

*Pro forma numbers illustrate consolidation from 01 January 2015 for Americare and Dr. Sunny Healthcare LLC and 01 April 2015 for ProVita.

With insurance reform being a key driver of growth in the UAE market since it was initiated in Abu Dhabi in 2007, and more recently in Dubai, we see a growing probability of other Emirates following this path. NMC's acquisition of Dr. Sunny's network of six medical centres and three pharmacies in Sharjah (which completed on 17 August 2015) with over 400,000 patients and 100 doctors, serves to expand the referral network of the company and prepare for a significant participation in the future growth of the Sharjah healthcare market.

Most recently, NMC partnered with Oxford University to bring world class oncology treatment capabilities to the UAE before the end of 2015. A total of 13 inpatient beds and the required clinics will be dedicated to these services in NMC Abu Dhabi Specialty Hospital and NMC Royal Hospital in the Khalifa area of Abu Dhabi.

NMC has also continued to search for opportunities to optimise its operations at the NMC Abu Dhabi Specialty Hospital, its most mature facility, which continues to see growth in its patient visits and bed occupancy rates. The bed capacity at the hospital is expected to be successfully increased by 15 beds to a total of 115 beds in H2 2015, through an ongoing remodelling for a more efficient utilisation of existing floor area. NMC has also launched new high value added services through the introduction of endoscopy suites and a dialysis centre at the hospital.

The Distribution division continued to make good operational progress during the period and entered into agreements with new principals for the UAE. Most notably, NMC reached an agreement with Nestle to be the exclusive distributor of its well-established infant product range to UAE based pharmacies.

During the period, NMC concluded an agreement for a new syndicated loan facility, led by Goldman Sachs Bank. The US$ 825m facility is structured in two tranches: 1) US$ 350m of term debt, this was utilised to repay existing higher cost debt; and 2) US$ 475m delayed drawdown acquisition facility to support NMC's capabilities focused strategy in making accretive acquisitions. Total transaction fees in respect of the new loan amounts to US$10.8m out of which an amount of US$7.3m has been paid and US$ 3.5m is unpaid and included in accounts payables and accruals. This amount will be amortised over the period of the loan. NMC expects to achieve net aggregate savings in finance costs of around US$ 10m during this loan's tenure.

These strategic initiatives underpinned by NMC's hub-and-spoke healthcare network are expected to expand NMC's offering along the care pathway with higher value added healthcare services, competitive advantages, scalability and growth capabilities in future periods.

As expected, the acquisitions, refinancing activities and ramp-up of new assets and services have impacted H1 2015 as outlined below:

· Recognition of full acquisition expenses of completed transactions, including those agreed but not completed or controlled by the business as of H1 2015 end (such as Dr. Sunny and ProVita, both of which were closed post half-year 2015 end);

· One-off charge US$ 2.6m pertaining to the unamortised portion of fees related to the loan terminated with JP Morgan Chase Bank before the end of its term. This is a non-cash charge, as the cash payment was made at the time of the loan's arrangement in 2013, but was being amortised proportionately throughout the original term of the facility. The new substantially lower cost syndicated loan facility is expected to generate an estimated aggregate saving of around US$ 10m net of the above mentioned one-off charge and fees for the new loan, over its five year term starting from May 2015.

· Hiring of new doctors and personnel for recent openings of healthcare assets, which continue to be in ramp-up phase

This had resulted in a short term accounting impact on the income statement which reduced the positive contribution of acquired businesses during H1 2015.

In addition, NMC booked one off revenues of US$ 6m related to management fees during H1 2015 in respect of providing various services to Americare LLC and Dr. Sunny Healthcare LLC before completion.

To better illustrate this impact, we have included in the financial highlights table below a section with pro forma income statement alongside the reported results. In the pro forma numbers we demonstrate the income statement impact based on consolidation from 01 January 2015 for Americare and Dr. Sunny Healthcare LLC and 01 April 2015 for ProVita. 

Table: Summary Reported Income Statement compared to Pro Forma Income Statement

― Pro forma numbers illustrate consolidation from 01 January 2015 for Americare and Dr. Sunny Healthcare LLC and 01 April 2015 for ProVita

― Adjusted net profit and adjusted EPS numbers exclude non-recurring and one-off expenses . This refers to the incurred acquisition costs and early loan repayment charges incurred when NMC replaced the JPM facility with the new lower cost syndicated loan facility led by Goldman Sachs and amortisation of acquired intangibles.

― Dr Sunny Healthcare LLC and ProVita has not been consolidated as on 30th June 2015

― * Pro forma numbers not reviewed

Reported revenues increased by 25.3% year-on-year (YoY, compared to H1 2014) to reach US$ 393.8m in H1 2015. Pro forma Group Revenues for the same period increased by 37.1% to reach US$ 431.0m. EBITDA reached US$ 68.9m (+32.6% YoY). Pro forma Group EBITDA is US$ 79.2m (+52.5% YoY) resulting in a Group EBITDA margin of 18.4%.

Net debt increased to US$ 409.3m on project development progress and acquisitions, it remained in line with management expectations. Cash and short term bank deposits amounted to US$ 254.6m with a total debt balance at US$ 663.9m (FY ended 2014 US$ 376.1m). This increase in total debt position is mainly due to US$ 513.7m drawdown of new syndicated loan from Goldman Sachs in June 2015.

Table: Summary Divisional performance compared to Pro Forma

- Pro forma numbers illustrate consolidation from 01 January 2015 for Americare and Dr. Sunny Healthcare LLC and 01 April 2015 for ProVita.

* Pro forma numbers not reviewed

Healthcare division revenues reached US$ 223.6m (+39.0%) in H1 2015. Pro forma healthcare division revenues increased to US$ 260.9m (+62.2% YoY) during the same period. Patient visits grew by 28.7% YoY to reach 1.48m. Pro forma patient visits amounted to 1.73m (+50.4% YoY).

Healthcare assets which were fully operational prior to 2015 continued to perform well during the period with good growth across the board. The three specialty hospitals in Abu Dhabi, Al Ain and Dubai all delivered strong results. However, Dubai Specialty hospital stood out with revenue and patient growth of 22% and 25% respectively YoY, as the expected positive impact from the roll-out of mandatory insurance in Dubai in Q4 2014 started earlier than we had anticipated. This growth rate at Dubai Specialty was the highest it has been in the past five years. Occupancy at this hospital increased to 72%. Al Ain Specialty's strong performance was reflected in a 21% YoY revenue growth (patients +22% YoY, occupancy 77%). Our most mature asset, Abu Dhabi Specialty, continued to perform well with top-line growth reaching 12% supported by a 13% YoY increase in patients and a record occupancy rate of 86%.

We have added 90 doctors to our operations organically over the past year (compared to H1 2014) to reach a total of 632 as of H1 2015 end before the impact of acquisitions. Post acquisitions, the numbers of doctors reached 803. In total we have added 261 doctors (+48% YoY).

The total licensed bed capacity of the group was 470 beds as of H1 2015 end (+52% YoY), with 377 operational beds (+100 beds, +36% YoY) as inpatient operations were launched at both Brightpoint Royal Women's Hospital (60 out of 100 beds opened) and DIP General Hospital (30 out of 60 beds opened). Pro forma licensed bed capacity was 560 (+250 beds, + 81% YoY) and the operational beds 467 (+190 beds, +69% YoY). Pro forma includes ProVita's 90 operational beds. Despite the rise in operational beds, NMC's network occupancy reached 73.9% (+381bps YoY). With the completion of the remodelling and optimisation of floor space at NMC Abu Dhabi Specialty Hospital in July 2015 (+15 beds), the expected completion of the 30 bed expansion at ProVita in Q3 2015 and most recently the opening of NMC Royal Hospital (250 beds) in the Khalifa area on 24 August 2015, the total available licensed bed capacity available to the group is expected to reach 855 beds.

Revenue per patient during the period increased to US$ 125.7 (+10.4% YoY), with pro forma equivalent reaching US$ 129.6 (+13.8% YoY). The sharp growth in revenue per patient reflects the implementation of our new capabilities focused strategy, which is increasing our operational presence in higher value added segments such as fertility treatment, long-term care and home care.

Distribution division revenues grew by 12.3% YoY to reach US$ 185.6m. The distribution division's growth was supported by new product introductions and increased sales effort with stock keeping units (SKU's) near to 88,000. During the period, NMC reached an agreement with Nestle to be the exclusive distributor of its well-established infant product range to UAE based pharmacies.

The healthcare segment of Distribution division (pharmaceuticals and laboratory equipment) was the leading contributor (44%), delivering a strong 19% growth YoY, as a result of an increase in the pharma products portfolio and growing demand in Dubai supported by the roll-out of mandatory healthcare insurance. The fast moving consumer goods division (FMCG) occupied the second position, in terms of total contribution to divisional revenues, at 40%. The latter recorded a good revenue growth of 9% YoY.

During the period sales staff increased by 7% YoY to 1,036. We also added 10 (+5% YoY) new distribution vehicles compared to the same period last year, resulting in a total of 214.

Dr B.R. Shetty, Chief Executive Officer, commented:

"This year reflects another transformational period in NMC's 40 year history, as we updated our strategy to allow the Group to leverage on the organic expansion of its healthcare delivery platform in the UAE. We have successfully executed the largest private sector expansion program in the fast growing UAE healthcare market with five new healthcare assets and a total of 410 new licensed beds being gradually introduced into our hub-and-spoke network. The next stage of our growth will focus on increasing capabilities, technological know-how and medical expertise with the introduction of more leading specialty healthcare services to our local and regional markets. To date we have acquired companies and formed partnerships with global institutions to support NMC's capabilities and increase our competitive advantages in select and strategic healthcare specialties. We expect these measures to underpin future growth by improving the performance and increasing the scalability of our business. I view the remainder of 2015 with confidence and look forward to the continued expansion of operations at our new hospitals, integration and unlocking of synergies with the recently acquired entities and successful implementation of partnership agreements to further enhance our medical expertise."

Principal risks and uncertainties

The Board considers the risks and uncertainties associated with its business, with the risks connected with the Group's expansion program being some of the key risks faced by the Group.

The detailed list of the principal risks and uncertainties faced by the Group, and the mitigation of those risks, are listed on pages 10 to 12.

Summary and outlook

The general macro-economic outlook in the UAE remains positive. The on-going population growth, which is led by the inflow of expatriates, coupled with increasing medical insurance penetration rates continue to expand the UAE healthcare market size and thus the prospects for NMC Health.

Our strategic advances in higher value and higher complexity medical services coupled with the expansion in our geographical presence through the enlarged hub-and-spoke network of NMC facilities serves to solidify our leading market position and expand our addressable market.

The management team continues to assess potentially attractive and accretive opportunities for further business expansion.

The Board view the outlook for the remainder of FY 2015, and FY 2016, with confidence.

Analyst and investor meeting

A conference call and webcast for analysts and investors will take place today, Wednesday 26 August 2015, at 14.00 BST.

A copy of this report will be available on the Company's Investor Relations website which can be accessed from www.nmchealth.com.

Contacts

Investors

NMC

Prasanth Manghat, Deputy Chief Executive Officer +971 50 522 5648

Suresh Krishnamoorthy, Chief Financial Officer +971 50 591 5365

Roy Cherry, Head of Strategy and Investor Relations +971 50 667 0184

Media

FTI Consulting, London

Matthew Cole

+44 (0)20 3727 1101

FTI Consulting, Gulf 

Shane Dolan

+971 (0)4 437 2100

Cautionary statement

These Interim Results have been prepared solely to provide additional information to shareholders to assess the Group's performance in relation to its operations and growth potential. These Interim Results should not be relied upon by any other party or for any other reason. Any forward looking statements made in this document are done so by the directors in good faith based on the information available to them up to the time of their approval of this report. However, such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

ABOUT NMC HEALTH

NMC Health plc group is the leading private sector healthcare operator in the United Arab Emirates, with a nation-wide network of hospitals and operations in the country since 1975. The Healthcare Division currently operates or manages eight hospitals, two day-care patient centres, nine medical centres and fifteen pharmacies. In addition, the Group owns and operates ClinicaEugin in Barcelona, Spain - one of the leading fertility treatment centres globally. NMC also owns and operates Americare Group, the leading home care provider in the UAE as well as ProVita, the leading provider of long-term medical care, also in the UAE. The enlarged company received almost 2.8m patients in 2014.The group also operates a significant UAE wide Distribution business supplying product lines across several key market segments, including: Pharmaceutical, FMCG, Food and Scientific and Medical Equipment. NMC Health plc group reported revenues of US$ 644m in 2014.

In April 2012 NMC Health plc was listed on the Premium Segment of the London Stock Exchange. At the time of its IPO, the group raised funds to enable it to pursue a further growth plan with a number of capital projects for new healthcare facilities in Abu Dhabi and Dubai. NMC Health plc is a constituent of the FTSE 250 Index.

Financial review

During the first half of the 2015 financial year, the Group continued to demonstrate robust growth at both the Group and divisional level. Group revenues increased by 25.3% to US$ 393.8m (H1 2014: US$ 314.3m). Group EBITDA improved by 32.6% to US$ 68.9m (H1 2014: US$ 52.0m).

Revenue in the Healthcare division for the first half of 2015 increased by 39.0% to US$ 223.6m (H1 2014: US$ 160.9m). Healthcare division EBITDA was US$ 63.7m for the first half of the year, which represented growth of 39.9% compared to same period last year (H1 2014: US$ 45.5m). EBITDA margins were at 28.5%, which is an 20bps growth over the comparative period in 2014 (28.3% for H1 2014) due to improved margins and value added services offered in the assets acquired.

Revenue in the Distribution division grew by 12.3% to US$ 185.6m (H1 2014: US$ 165.2m) compared to the same period last year. Distribution division EBITDA was US$18.6 m (H1 2014: US$ 16.5m), with an EBITDA margin of 10.0% (H1 2014: 10.0%).

Adjusted Earnings per share were US$ 0.25 (H1 2014 US$ 0.22) during the period. Adjusted Earnings per share is calculated on a like for like basis for both periods using the number of shares in issue as at 30 June and after adjusting net income for non-operating one-off expenses. Non-operating one-off expenses consisted of unamortised finance fees written off and transaction costs and amortisation of intangible assets in respect of business combinations in H1 2015.

Dividends

The Board remains committed to its previously stated policy to target a dividend pay-out ratio of 20-30% of profit after tax. The Board believes that this is a progressive dividend policy, whilst maintaining an appropriate level of dividend cover. The dividend policy not only reflects the strong cash flow characteristics of the Group, but also allows the retention of cash to fund the ongoing operating requirements and continued investment which the Group has highlighted for its long-term growth.

A dividend of 5.4 pence per share was approved and paid as a final dividend for the full year to 31 December 2014. The Board has determined that an interim dividend will not be declared but that any dividend for the 2015 financial year will be paid fully as a final dividend.

Capital expenditure

Total capital expenditure in the six months ended 30 June 2015 was US$ 52.5m (H1 2014: US$ 60.8m), in line with our expectations. Of the total capital expenditure spend during the period H1 2014, US$ 43.6m related to new capital projects and US$ 8.6m related to further capital investment in our existing facilities. The phased opening of our largest new development, the 250 bed NMC Royal Hospital in the Khalifa area of Abu Dhabi City, during the H2 2015 will result in substantial reduction in capital expenditure after the second half of 2015. NMC Royal Hospital is planned to open for initial outpatient services on 01 September 2015. Inpatient services are expected to commence before year end.

The Group continues to have sufficient cash or debt facilities to progress its current capital projects programme.

Acquisitions

During the first half of 2015 the Group acquired Luarmia SL, Americare and Trans Arabia Drug Stores LLC for purchase consideration of US$143.4m, US$ 32.9m and US$ 5.9m respectively.

Cash

The level of cash in the Group as at 30 June 2015 was in line with management expectations. During the period we made a good improvement in the number of average receivable days which declined from 95 days at 31 December 2014 to 92 days at 30 June 2015. This is primarily a result of reducing the payment period previously taken to settle amounts due by the Group's principal health insurance partners and aggressive receivables follow-up.

Debt

Net debt increased to US$ 409.3m with a total debt balance at US$ 663.9m (PY US$ 376.1m). This increase in total debt position is due to US$ 513.7m drawdown of new syndicated loan from Goldman Sachs during H1 2015.

Going concern

The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly the directors continue to adopt the going concern basis in preparing the condensed financial statements.

Statement of directors' responsibilities

The Interim report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority. The Disclosure and Transparency Rules ("DTR") require that the accounting policies and presentation applied to the half-yearly figures must be consistent with those applied in the latest published annual accounts, except where the accounting policies and presentation are to be changed in the subsequent annual accounts, in which case the new accounting policies and presentation should be followed, and the changes and the reasons for the changes should be disclosed in the Interim Report, unless the United Kingdom Financial Conduct Authority agrees otherwise.

The directors confirm that this condensed set of financial statements has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' as adopted by the European Union, and that to the best of their knowledge, the Business and Finance Reviews contained herein includes a fair review of:

· The important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements as required by DTR 4.2.7R;

· The principal risks and uncertainties for the remaining six months of the year as required by DTR 4.2.7R; and

· Related party transactions that have taken place in the first six months of the current financial year that have materially affected the financial position or performance of the Group during the first six months of the current financial year as required by DTR 4.2.8R.

For and on behalf of the Board of Directors:

Suresh Krishnamoorthy

Chief Financial Officer

25 August 2015

Principal risks and uncertainties

In order to enhance the Group's risk management process, towards the end of December 2014 the management team, assisted by an independent third party, PwC, undertook a review the Group's key risks alongside the macro-economic environment within which the Group operates to establish a Strategic Risk Register.

The Strategic Risk Register, which is the basis for the list of principal risks and uncertainties is reviewed and maintained on an on-going basis by management, with the Board retaining oversight over the Register and the risk management process. These risks and uncertainties, the potential effect of them on the Group and the mitigation of them is analysed in the following table.

It should be noted that the order that these risks and uncertainties are expressed in the table do not reflect an order of magnitude as regards their potential impact on the Group

Independent review report to NMC Health plc

Introduction

We have been engaged by the Company to review the condensed set of consolidated financial statements in the half-yearly financial report for the six months ended 30 June 2015 which comprises the condensed consolidated income statement, the condensed consolidated statement of other comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, and the condensed consolidated statement of cash flows and related notes 1 to 22 We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2, the annual consolidated financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2015 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Ernst & Young LLP

London

Date: _________________

NMC Health plc

CONDENSED CONSOLIDATED INCOME STATEMENT

For the six months ended 30 June 2015

Unaudited

One off items includes transaction costs in respect of business combinations (US$3.1m), unamortised fees written off (US$2.6m) and amortisation of acquired intangibles (US$0.28m).

NMC Health plc

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

For the six months ended 30 June 2015

Unaudited

These results relate to continuing operations of the Group. There are no discontinued operations in the current and prior period

The attached notes 1 to 22 form part of the condensed consolidated financial statements

NMC Health plc

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2015

.

NMC Health plc

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2015

.The attached notes 1 to 22 form part of the condensed consolidated financial statements

The attached notes 1 to 22 form part of the condensed consolidated financial statements.

NMC Health plc

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2015

Unaudited

NMC Health plc

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2015

Unaudited

The attached notes 1 to 22 form part of the condensed consolidated financial statements.

1 CORPORATE INFORMATION

NMC Health plc (the "Company" or "Parent'') is a company which was incorporated in England and Wales on 20 July 2011. The Company is a public limited liability company operating in the United Arab Emirates ("UAE"), Spain and Columbia. The address of the registered office of the Company is Level 1, Devonshire House, One Mayfair Place, London, W1J 8AJ. The registered number of the Company is 7712220. The Company's immediate and ultimate controlling party is a group of three individuals (H.E. Saeed Bin Butti, Dr BR Shetty and Mr Khalifa Bin Butti) who are all shareholders and of whom one is a director of the Company and who together have the ability to control the Company.

The Parent and its subsidiaries (collectively the "Group") are engaged in providing professional medical services and the provision of all types of research and medical services in the field of gynaecology, obstetrics and human reproduction, and the rendering of business management services to companies in the health care and hospital sector. The Group is also engaged in wholesale of pharmaceutical goods, medical equipment, cosmetics, food, IT products and services.

The condensed consolidated financial statements of the Group for the six months ended 30 June 2015 were authorised for issue by the Board of Directors on 25 August 2015.

The condensed consolidated financial statements do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006.

Statutory financial statements for the year ended 31 December 2014 were published and were delivered to Companies House. Those financial statements were approved by the Board of Directors on 23 February 2015. The report of the auditor on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

The condensed consolidated financial statements have been reviewed, not audited.

2 BASIS OF PREPARATION

The condensed consolidated financial statements for the six months ended 30 June 2015 have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority and with IAS 34, 'Interim financial reporting' as adopted by the European Union.

The condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read together with the consolidated financial statements of NMC Health plc as of 31 December 2014 which were prepared in accordance with IFRS (as adopted in the European Union).

From current period, the Group elected to present the consolidated income statement and consolidated statement of other comprehensive income separately, whereas in 31 December 2014 financial statements, a single consolidated statement of comprehensive income was presented.

The condensed consolidated financial statements are prepared under the historical cost convention.

Accounting policies

The principal accounting policies adopted in the preparation of these condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2014, except for the introduction and amendment of accounting policies arising out of business combinations, and the adoption of new standards and interpretations effective as of 1 January 2015 noted below:

Revenue recognition

Following revenue recognition policy is added with respect to new acquisitions.

The Group provides research and medical services in the field of gynaecology, obstetrics and human reproduction, and renders business management services to companies in the health care and hospital sector.

2 BASIS OF PREPARATION continued

Accounting policies continued

The Group recognises income when it can be measured reliably and when it is probable that future economic benefits will flow to the Group.

Major revenue is from In Vitro Fertilisation (IVF) treatment. Revenue from IVF treatment is recognized based on stage of the treatment. Treatment is divided into three stages. 25% of revenue is booked in first stage, 50% of revenue is booked in the middle stage and 25% booked at the final stage.

The Group's management bases its estimates on historical results, taking into account the type of customer, the type of transaction and the specific terms of each agreement

If circumstances arise that modify the initial estimates of ordinary income, costs or degree of progress, such estimates are revised. Revisions may result in increase or decreases in estimated income and costs and are reflected in the consolidated income statement of the period which the reasons for such revisions have become known to management.

Current income tax

Current income tax assets and liabilities arising from overseas operations for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities in the respective overseas jurisdictions. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.

2 BASIS OF PREPARATION continued

Accounting policies continued

Current income tax relating to items recognised directly in equity is recognised in equity and not in the condensed consolidated income statement. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

· When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;

· In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

· When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;

· In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in profit or loss.

2 BASIS OF PREPARATION continued

Accounting policies continued

Translation of foreign operations

On consolidation, the assets and liabilities of foreign operations are translated into US Dollars at the rate of exchange prevailing at the reporting date and their income statements are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions). All resulting currency translation differences are recognised as a separate component of equity.

The Group's principal geographical segment is the United Arab Emirates. The UAE Dirham is pegged against the US Dollar so a single rate of 3.673 per US Dollar is used to translate those assets and liabilities and balances in the income statement.

When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

The amendments to IFRS, which are effective as of 1 January 2015 and are listed below, have no impact on the Group.

· Amendments to IAS 19 Defined Benefit Plans: Employee Contributions

· Annual Improvements 2010-2012 Cycle

o IFRS 2 Share-based Payment

o IFRS 3 Business Combinations

o IFRS 8 Operating Segments

o IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets

o IAS 24 Related Party Disclosures

· Annual Improvements 2011-2013 Cycle

o IFRS 3 Business Combinations

o IFRS 13 Fair Value Measurement

o IAS 40 Investment Property

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review on page 1 to 5. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review on pages 8 and 9.

The Group has two diverse operating divisions, Healthcare and Distribution. The directors have undertaken an assessment of the future prospects of the Group and the wider risks that the Group is exposed to. In its assessment of whether the Group should adopt the going concern basis in preparing its financial statements, the directors have considered the adequacy of financial resources in order to manage its business risks successfully, together with other areas of potential risk such as regulatory, insurance and legal risks.

Both the Healthcare and Distribution divisions have continued their positive growth trends and all major financial and non-financial KPIs showed good improvement during the first half of 2015. The directors have reviewed the business plan for year end 2015 and the five year cash flow, together with growth forecasts for the healthcare sector in the regions where the Group operates. The directors consider the Group's future forecasts to be reasonable.

The Group has considerable financial resources including bank facilities. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully.

2 BASIS OF PREPARATION continued

Significant accounting judgements and estimates

The directors expect that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the interim condensed consolidated financial statements.

The preparation of the condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation and uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2014 except as follows:

Business combinations and goodwill

When a business combination occurs, the fair values of the identifiable assets and liabilities assumed, including intangible assets, are recognised. The determination of the fair values of acquired assets and liabilities is based, to a considerable extent, on management's judgement. If the purchase consideration exceeds the fair value of the net assets acquired then the difference is recognised as goodwill. If the purchase price consideration is lower than the fair value of the assets acquired then a gain is recognised in the condensed consolidated income statement. Allocation of the purchase price between finite lived assets and indefinite lived assets such as goodwill affects the results of the Group as finite lived intangible assets are amortised, whereas indefinite lived intangible assets, including goodwill, are not amortised

Valuation of put option

The accounting for put options requires significant management judgment and is driven by the specific contract terms. Put and call options were issued as part of the Luarmia SL acquisition. On the basis of the contract terms and interpretation of relevant accounting standards and guidance, the judgment is that the Group does not have present ownership of the 13.6% NCI as at the date of acquisition. This judgment leads to the next stage of the accounting decisions required. The Group has concluded that IFRS 10 takes precedence over IAS 32, and the permitted policy choice is that there should be full recognition of NCI using the proportionate method. This means that the full 13.6% NCI is recognised as part of the Luarmia acquisition, a financial liability for the redemption value of the options is recognised at $24m, and an equal amount is set against other equity thereby reducing it by $24m.

Revenue recognition

For the period ended 30 June 2015, the Group has recognized revenue of US$6m for rendering certain advisory services to the owners of Americare (US$1.5m) and Dr Sunny Healthcare (US$4.5m) prior to the completion of the acquisitions. These services primarily relate to quality and clinical governance. The Group concluded these services are separate from the business combination as (a) the services were initiated by the sellers, (b) for the benefit of the sellers and their businesses, (c) the timing of the services was substantially complete prior to agreeing the purchase price for the transactions and signing of the related SPA and (d) the amount of revenue is based on identifiable activities and competitive rates

Valuation of Intangibles assets

The Group measures the intangible assets (i.e. Brand) using relief from royalty method. Estimating the fair value of brand requires determination of the most appropriate valuation method. This estimate also requires determination of the most appropriate inputs to the valuation method including the base revenue, expected life of the intangible assets, selecting an arm's length royalty rate, discount rate and making assumptions about them. This requires a reassessment of the estimates used at the end of each reporting period.

Contingent consideration on acquisitions

Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently re-measured to fair value at each reporting date. The determination of the fair value is based on discounted cash flows. The key assumptions takes into consideration are the probability of meeting relevant performance targets and the discount factor.

3 FINANCIAL RISK MANAGEMENT

The primary risk arising from the Group's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. These risks and the Group's financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the year ended 31 December 2014 except for foreign currency risk which has been changed due to the acquisition of subsidiaries in Spain and Columbia. The Group's exposure to foreign currency risk now includes risk on the Group's net investment in foreign subsidiaries in Spain and Columbia.

4 SEASONALITY OF OPERATIONS

The Group does not have any operations of a seasonal or cyclical nature.

5 BUSINESS COMBINATIONS

Acquisition of Luarmia SL

On 23 February 2015, the Group acquired 86.4% of the voting shares of Luarmia SL ('Luarmia') and its subsidiaries, an unlisted company based in Spain and specialising in research and medical services in the fields of gynaecology, obstetrics and human reproduction. Luarmia owns Clinica Eugin ("Eugin") through a wholly owned subsidiary. The Group acquired Luarmia SL because Eugin is a leading In Vitro Fertilisation (IVF) centre of excellence with world-leading technology and expertise as well as strong brand recognition and to bring the technologies in fertility services to NMC's network in the UAE to complement the existing NMC women's health services.

The condensed consolidated financial statements include the results of Luarmia SL and its subsidiaries for the 4 month period from the acquisition date. The Group has elected to measure the non-controlling interests in the acquiree using the proportionate method.

The fair value assessment of identifiable net assets at the acquisition date remains in progress and therefore the fair value of the identifiable net assets is preliminary. The fair value assessment will be completed before the end of the financial year. The provisional fair value of the identifiable assets and liabilities of Luarmia as at the date of acquisition was:

The fair value of the trade receivables amounts to US$678,000. The gross amount of trade receivables is

US$858,000. None of the trade receivables have been impaired and it is expected that the full contractual amount can be collected.

The goodwill recognised above is attributed to the expected synergies and other benefits from combining the assets and activities of Luarmia and rolling out of fertility services to other entities of the Group. Goodwill is allocated to healthcare segment. None of the recognised goodwill is expected to be deductible for income tax purposes.

At the date of acquisition, the fair value of identifiable intangible assets included brands amounting to US$21,291,000 and rental contracts of US$948,000 (with a related deferred tax liability of US$5,560,000). The fair values of brands have been assessed using the relief from royalties' method and the rental contracts have been assessed using the multi-period excess earnings method. The related deferred tax liability has been assessed using the rate of Corporation tax applicable in Spain. A number of additional intangible assets have been identified, the valuations of which are currently being finalised. Accordingly these intangible assets have not been recognised in the provisional fair value assessment of assets acquired in the condensed consolidated statement of financial position at 30 June 2015. Management anticipate these valuations will be finalised in the coming months, and the intangibles recognised in the financial statements for year ended 31 December 2015.

A contingent tax liability of US$1,479,000 has been recorded within the liabilities of Luarmia recognised at the acquisition date, the timing of the outflow of which is uncertain. The carrying amount of this liability was US$ 1,467,000 as at 30 June 2015. Under the terms of the share purchase agreement the Group is indemnified for any subsequent tax liabilities in respect of the pre-acquisition period and accordingly a corresponding asset of an equal amount has also been recognised.

From the date of acquisition, Luarmia has contributed US$14,087,000 of revenue and US$3,229,000 to the net profit before tax of the Group. If the business combination had taken place at the beginning of the year, the revenue from continuing operations would have been US$20,218,000 and the profit from continuing operations for the period from Luarmia would have been US$2,309,000. The results of Luarmia for the period before acquisition do not include any possible synergies from the acquisition and have not been adjusted to reflect the Group's accounting policies nor to reflect the fair value adjustments made on acquisition. The information is for illustrative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it indicative of the future results of the combined companies.

The transaction costs of US$1,745,000 have been expensed and are included under transaction costs in respect of business combination in the condensed consolidated income statement.

As part of the purchase agreement with the previous owner, contingent consideration has been agreed. The purchase consideration of US$129,383,000 includes contingent consideration amounting to US$2,276,000. This relates to potential amounts payable in the event the advanced stage acquisitions of the acquired company are completed within 12 months from the purchase agreement date.

One such acquisition has been completed since the acquisition date and US$1,138,000 has been paid

5 BUSINESS COMBINATIONS continued

Acquisition of Luarmia SL continued

before 30 June 2015. Another acquisition was also completed in July 2015 and the remaining

US$1,138,000 was also paid subsequently.

The Group entered into separate co-investment / shareholder agreements dated 23 February 2015 with the sellers relating to put & call options on the minority 13.6% shareholdings that remains with the previous owners post-acquisition. The Group does not have 'present ownership' of this 13.6% minority shareholding due to the terms of the option agreements and will continue to account for the acquisition of Luarmia on the basis of an 86.4% equity stake, with full recognition of the 13.6% NCI. The put options are exercisable between 1 & 30 June 2018, 1 & 30 June 2019 and 1 & 30 June 2020 (three exercisable windows). On exercise of the put options, cash will be paid. Value of put option is calculated based on the multiple of purchase price and further, multiples are measured on the number of reproductive cycles specified in the agreement. A redemption liability for the value of the options at the acquisition date has been created amounting to US$24,496,000 (being the present value of the redemption liability), with an equal amount being treated as a reduction in equity. As at 30 June 2015, the present value of the redemption liability is US$24,464,000.

The call options are exercisable between 1 & 30 June 2019 and 1 & 30 June 2020 (two exercisable windows). On exercise of the call options, cash will be paid. The value of the call option is calculated on the basis of Black Scholes model. The call options value is immaterial and hence not recognised in the condensed consolidated financial statements.

Acquisition of Centro de Infertilidad y Reproduccion Humana SLU (CIRH)

On 18 March 2015, the Group acquired 100% of the voting shares of CIRH, an unlisted company based in Spain and specialising in research and medical services in the fields of gynaecology, obstetrics and human reproduction. The Group acquired CIRH to enable Clinica Eugin to reinforce its presence in Spain and strengthen its brand and positioning at the forefront of its market.

The acquisition has been accounted for using the acquisition method. The condensed consolidated financial statements include the results of CIRH for the 3 month period from the acquisition date.

The fair value assessment of identifiable net assets at the acquisition date remains in progress and therefore the fair value of the identifiable net assets is preliminary. The fair value assessment will be completed before the end of the financial year. The provisional fair value of the identifiable assets and liabilities of CIRH as at the date of acquisition was:

The fair value of the trade receivables amounts to US$173,800. The gross amount of trade receivables is US$173,800. None of the trade receivables have been impaired and it is expected that the full contractual amount can be collected.

The goodwill recognised above is attributed to the expected synergies and other benefits from combining the assets and activities of CIRH with those of the Group. Goodwill is allocated to healthcare segment.  None of the recognised goodwill is expected to be deductible for income tax purposes.

At the date of acquisition, the fair value of identifiable intangible assets included renting contracts amounting to US$198,000 and private contracts of US$569,000 (with a related deferred tax liability of US$ 92,000) The fair value rental contracts and private contracts have been assessed using the multi-period excess earnings method. The related deferred tax liability has been assessed using the rate of corporation tax applicable in Spain.

From the date of acquisition, CIRH has contributed US$2,566,000 of revenue and US$1,217,000 to the net profit before tax of the Group. If the business combination had taken place at the beginning of the year, the revenue from continuing operations would have been US$4,780,000 and the profit before tax from continuing operations of CIRH for the period would have been US$1,976,000. The results of CIRH for the period before acquisition do not include any possible synergies from the acquisition and have not been adjusted to reflect the Group's accounting policies nor to reflect the fair value adjustments made on acquisition. The information is for illustrative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it indicative of the future results of the combined companies.

The transaction costs of US$87,000 have been expensed and are included under transaction costs in respect of business combinations in the condensed consolidated income statement.

As part of the purchase agreement with the previous owner, a contingent consideration has been agreed. The total purchase consideration of US$14,064,000 includes consideration paid of US$11,393,000 and contingent consideration of US$2,671,000 payable subject to the attainment of revenue or reproductive cycle targets. Management believes these targets will be met. The full value of the contingent consideration payable is US$3,255,000 and the present value of US$2,671,000 has been accounted for as part of the acquisition price. This is included in other payables under non-current liabilities in the condensed consolidated statement of financial position.

On 23 March 2015, the Group acquired 75% of the voting shares of TADS, an unlisted company based in Dubai, UAE and specialising in the distribution of specialist pharmaceutical products. The Group acquired TADS because of the synergies which will flow to NMC Trading because of entry into a niche area. The segment faces less competition due to the specialized products which they deal with, and hence the margins are quite high.

5 BUSINESS COMBINATIONS continued

The acquisition has been accounted for using the acquisition method. The condensed consolidated financial statements include the results of TADS for the 3 month period from the acquisition date. The Group has elected to measure the non-controlling interests in the acquire using the proportionate method.

Acquisition of Trans Arabia Drug Store LLC (TADS)

The provisional fair value of the identifiable assets and liabilities of TADS as at the date of acquisition was:

The fair value of the trade receivables amounts to US$ 851,000. The gross amount of trade receivables is US$851,000. None of the trade receivables have been impaired and it is expected that the full contractual amount can be collected.

The goodwill recognised above is attributed to the expected synergies and other benefits from combining the assets and activities of TADS with those of the Group. Goodwill is allocated to distribution and services segment. None of the recognised goodwill is expected to be deductible for income tax purposes.

The fair value assessment of identifiable net assets at the acquisition date remains in progress and therefore the fair value of the identifiable net assets is preliminary. The fair value assessment will be completed before the end of the financial year.

From the date of acquisition, TADS has contributed US$1,185,000 of revenue and US$420,000 to the net profit before tax from TADS. If the business combination had taken place at the beginning of the year, the revenue from continuing operations would have been US$1,784,000 and the profit from continuing operations for the period would have been US$591,000 . The results of TADS for the period before acquisition do not include any possible synergies from the acquisition and have not been adjusted to reflect the Group's accounting policies nor to reflect the fair value adjustments made on acquisition. The information is for

5 BUSINESS COMBINATIONS continued

illustrative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it indicative of the future results of the combined companies.

The transaction costs of US$ 81,000 have been expensed and are included under transaction costs in respect of business combinations in the condensed consolidated income statement.

Acquisition of Americare

On 29 April 2015, the Group acquired 39% of registered shareholdings and 51% of beneficial interest of the shareholding of Americare LLC, the American Surgecenter LLC and the American Surgecenter Pharmacy LLC collectively (referred to as "Americare"), unlisted companies based in Abu Dhabi, UAE and specialising in home health services and other diversified medical and pharmacy services. 51% beneficial shares are registered in the name of a UAE national. NMC has beneficial interest in these shares through an agreement entered into with the UAE national. All controlling rights ( i.e. voting, appointment and removal of directors, dividend rights) vest with NMC.

The Group acquired Americare because this acquisition extends NMC's service offering along the care pathway by complementing existing in-hospital healthcare services and expanding into the home based long term care market segment. In addition, Americare includes a medical centre with on-site pharmacy located in the upmarket Khalidiya residential area of Abu Dhabi City. This medical centre is expected to contribute to the patient cross-referral capabilities of NMC's nation-wide and multi-specialty hub-and-spoke healthcare services network.

The acquisition has been accounted for using the acquisition method. The condensed consolidated financial statements include the results of Americare for the 2 month period from the acquisition date. The Group has elected to measure the non-controlling interests in the acquiree using the proportionate method

The provisional fair value of the identifiable assets and liabilities of Americare as at the date of acquisition was:

The fair value of the trade receivables amounts to US$2,724,000. The gross amount of trade receivables is US$2,724,000.None of the trade receivables have been impaired and it is expected that the full contractual amount can be collected.

The goodwill recognised above is attributed to the expected synergies and other benefits from combining the assets and activities of Americare with those of the Group. Goodwill is allocated to healthcare segment. None of the recognised goodwill is expected to be deductible for income tax purposes.

The fair value assessment of identifiable net assets at the acquisition date remains in progress and therefore the fair value of the identifiable net assets is preliminary. The fair value assessment will be completed before the end of the financial year.

From the date of acquisition, Americare has contributed US$2,874,000 of revenue and US$ 936,000 to the net profit before tax of the Group. If the combination had taken place at the beginning of the year, the revenue from continuing operations would have been US$8,039,000 and the profit from continuing operations of Americare for the period would have been US$1,954,000. The results of Americare for the period before acquisition do not include any possible synergies from the acquisition and have not been adjusted to reflect the Group's accounting policies nor to reflect the fair value adjustments made on acquisition. The information is for illustrative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it indicative of the future results of the combined companies.

The transaction costs of US$ 313,000 have been expensed and are included under transaction costs in respect of business combinations in the condensed consolidated income statement.

Dr Sunny Healthcare

On 29 April 2015, the Group agreed to acquire 100% of the business of the Dr Sunny health centres and pharmacies (unincorporated businesses) and 100% of the voting shares of Sunny Speciality Medical Centre LLC (together referred to as "Dr Sunny Healthcare"), unlisted businesses and a company based in Sharjah, UAE and specialising in the provision of medical services. The Group agreed to acquire Dr Sunny Healthcare because it expands NMC's existing Sharjah operation into a network of healthcare facilities through the addition of six medical centres and three pharmacies. Consequently, this acquisition expands the geographical footprint, addressable market and patient cross-referral capabilities of NMC's nation-wide and multi-specialty hub-and-spoke healthcare services network. Excluding synergies, the transaction is expected to be accretive with a positive effect on NMC's consolidated margins and yield an attractive Return on Invested Capital (ROIC).

The agreed purchase consideration is US$64m and control is expected to pass to the Group when relevant health authority approval is received during the second half of the current financial year. The Group will consolidate the results of Dr Sunny Healthcare from the date control is obtained.

The transaction costs of US$ 374,000 have been expensed and are included under transaction costs in respect of business combinations in the condensed consolidated income statement.

ProVita International Medical Centre LLC (ProVita)

On 15 June 2015, the Group agreed to acquire 100% of the voting shares of ProVita, an unlisted company based in Abu Dhabi, UAE and specialising in the provision of long-term care in the healthcare market. The Group agreed to acquire ProVita, a provider of long term patient care because it contemplates expansion in the GCC region supported by its growing healthcare services capabilities.

Synergies include expanded service offering, plugging an existing service gap, enhancing positioning as integrated healthcare provider, access to thiqa patients (thiqa is the premium Insurance coverage for the UAE nationals), operational, revenue and cost synergies with NMC's existing facilities.

The agreed purchase consideration is US$161m and control is expected to pass to the Group when relevant health authority approval is received during the second half of the current financial year. The Group will consolidate the results of ProVita from the date control is obtained.

The transaction costs of US$ 596,000 have been expensed and are included under transaction costs in respect of business combinations in the condensed consolidated income statement.

6 SEGMENT INFORMATION

The following tables present revenue and profit information regarding the Group's operating segments for the six months ended 30 June 2015 and 2014, respectively.

There is no difference from the last annual report in the basis of segmentation or the basis of measurement of segment profit or loss. The new acquired companies, Luarmia SL, CIRH and Americare come under the healthcare segment and TADS under the distribution and services segment. All the four new companies were acquired during the six months ended 30 June 2015.