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35 The General Partner presents the reportand the audited consolidated financial statements of Spire Healthcare Limited Partnership ( the ' Partnership') for the year ended 31 December 2008. These financial statements include the results of Spire Heathcare Limited Partnership and its subsidiaries, as listed in note 11 to these accounts ( the ' Group'). 1Principal activity and results for the year The principal activity of the Group is the ownership and operation of private hospitals and the provision of private healthcare facilities. The business comprises 36 hospitals in the UK. Results and dividends The loss for the year, after taxation, amounted to £ 86.4 million ( For the period 22 August2007 to 31 December 2007:£ 53.1 million). The Group has total assets of £ 2,081.4 million ( 2007:£ 1,910.1 million) and total liabilities of £ 2,402.0 million ( 2007:£ 2,013.5 million). Acquisition of Classic Hospitals Group Limited and the BMI Gerrards Cross Hospital ( rebranded Spire Thames Valley Hospital) On 17 March 2008 Fox Healthcare Acquisitions Limited, a subsidiary undertaking of Spire Healthcare Limited Partnership, acquired the entire share capital of Classic Hospitals Group Limited for a total consideration of £ 145.3 million, which included the repayment of debts, netof cash balances acquired, of £ 56.6 million. This amountwas funded by means of bank loan facilities, together with equity and shareholder loans. On 30 April 2008 Spire Healthcare Thames Valley Limited acquired the operating assets of the BMI Gerrards Cross Hospital and the entire share capital of GHG 2008 5A Propco Limited, a company which owned the Gerrards Cross Hospital property, for a total consideration of £ 22.7 million, which included the repaymentof debts of £ 9.0 million. Change of name On 3 February 2009 Rozier No. 1 Limited Partnership changed its name to Spire Healthcare Limited Partnership. 2Ownership structure Spire Healthcare Limited Partnership is the parentundertaking of a number of separate corporate groups trading under the Spire Healthcare brand, which include: ? Spire 1 ( owning and operating 25 former Bupa hospitals) ? Spire 2 ( owning and operating 10 former Classic hospitals) ? Spire Thames Valley ( owning and operating former BMI Gerrards Cross hospital) Spire 1 includes Spire Healthcare Group UK Limited, the board of which has been invited by Spire Healthcare Limited Partnership to commenton the Group's performance in this report. Spire Healthcare Group UK Limited also hosts Spire's principal corporate governance functions, including Spire's auditand remuneration committees. Spire Healthcare Limited Partnership is controlled by funds managed and advised by Cinven, further details of which are contained in note 2 to these financial statements. Details of the currentpartners in Spire Healthcare Limited Partnership are given in Section 6 of this General Partner's Report. Spire's senior managementand certain employees hold units in Spire Healthcare Limited Partnership through one of the partners, the Spire Group Employee BenefitTrust. The General Partner of Spire Healthcare Limited Partnership is Spire Healthcare ( GP1) Limited, which has sole responsibility for the conductand managementof the business of Spire Healthcare Limited Partnership. 3Business review The business review of the Group is contained on pages 8 - 23 of this Annual Review. 4Principal risks and uncertainties The Group's activities expose itto a variety of business and financial risks and uncertainties. These are discussed on pages 33 - 34 of the Financial Review. Spire Healthcare Limited Partnership General Partner's report 36Spire Healthcare Annual Review 2008 5Going concern The Group's activities, together with the factors likely to affectits future developments, performance and position are setoutin the Business Review on pages 8 to 23. The financial position of the Group, its cash flows, liquidity position and borrowings facilities are described in the Financial Review on pages 30 to 34. The financial statements have been prepared on a going concern basis because the partners consider thatthe external financing facililites in place, including undrawn capital/ acquisition and revolving creditloan facilities of £ 81.7 million, together with the anticipated future trading performance of the Group, are sufficientto provide funds so thatthe Group can meetits liabilities as they fall due in the foreseeable future. Whilstthe Group had netliabilities as at31 December 2008, this is attributable to items included thatare notrequired to be cash settled in the foreseeable future. 6Partners The partners with a significantinterestin the partnership ( in excess of 1%) are as follows: Rozier ( Guernsey) Limited Fourth Cinven Fund ( No. 1) Limited Partnership Fourth Cinven Fund ( No. 2) Limited Partnership Fourth Cinven Fund ( No. 3 - VCOC) Limited Partnership Fourth Cinven Fund ( No. 4) Limited Partnership Fourth Cinven Fund ( UBTI) Limited Partnership Spire Group Employee BenefitTrust 7Employees and remuneration Details of the number of persons employed and their gross remuneration are contained in Note 3 to the financial statements. Every effortis made by managementto inform, consultand encourage the full involvementof staff on matters concerning them as employees and affecting the Group's performance. The Group pursues a policy of giving every consideration to the employmentof disabled persons. Employees who are registered disabled persons are, to the greatestpossible extent, treated on the same basis as all other employees and given every opportunity to develop their full working potential within the Group, through training, career developmentand promotion. Where employees have become disabled whilstin the service of the Group, every effortis made to rehabilitate them in their former occupation or some suitable alternative. 8Auditors Ernst& Young LLP has been appointed as the Group's auditors for the accounting period and offers itself for re- appointment. Registered Office: For and on behalf of the General Partner: Elizabeth House 1st& 2nd floors Les Ruettes Brayes StPeter PortAnthony Link GY1 1EWDirector 2 June 2009Spire Healthcare ( GP1) Limited Spire Healthcare Limited Partnership General Partner's report |