Aurelia Healthcare — Investment Returns & Exit Strategy

The returns summary by tranche, the value-creation bridge, the exit pathways including a JSE main-board IPO and strategic trade sale, the exit valuation build-up and the comparable transaction multiples.

Aurelia Healthcare Business PlanSection 12 › Investment Returns & Exit Strategy

Section 12 · Business Plan

Investment Returns & Exit Strategy

The returns summary by tranche, the value-creation bridge, the exit pathways including a JSE main-board IPO and strategic trade sale, the exit valuation build-up and the comparable transaction multiples.

12.1 Returns Summary by Tranche

The Aurelia financing structure is designed to deliver attractive
risk-adjusted returns across the capital stack while maintaining
alignment with AfDB development-impact mandates. Returns are calibrated
to (i) compensate equity holders for greenfield construction and
operational ramp-up risk; (ii) provide secured-debt-style stability to
senior lenders; and (iii) ensure a balanced split of value-creation
between development financiers and the project sponsor, supporting
potential future co-investments.

Tranche Size Instrument Tenor Coupon / Target Return Base IRR Base MOIC
AfDB Senior Debt USD 120M Senior secured loan 18yr (3yr grace) SOFR + 350bps (~7.0%) 7.0% 1.94x
Commercial Co-financing USD 20M Senior secured loan, pari-passu 18yr (3yr grace) SOFR + 425bps (~7.75%) 7.75% 2.05x
Sponsor Equity USD 55M Ordinary shares 10yr hold Exit-driven 21.8% 4.7x
AfDB Equity USD 45M Ordinary shares (board seat) 10yr hold Exit-driven 19.4% 4.2x
Total Capital USD 240M

12.2 Value Creation Bridge

The Year 10 enterprise value of approximately USD 1.8B (Base Case) —
implying combined-equity multiple of money of ~4.5x and Equity IRR of
20.7% — is built from four principal value-creation drivers:

12.3 Exit Pathways

Five viable exit pathways have been identified, in order of preferred
sequence and probability-weighted expected value:

# Exit Pathway Likely Timing Expected EV Multiple Likelihood Weighting
1 JSE Main Board IPO Year 8–10 11.0x – 13.0x EV/EBITDA 35%
2 Strategic trade sale (international hospital group) Year 7–9 10.5x – 12.0x EV/EBITDA 30%
3 PE secondary recap / minority sell-down Year 6–8 9.5x – 10.5x EV/EBITDA 15%
4 DFI secondary syndication / club deal Year 5–7 9.0x – 10.0x EV/EBITDA 10%
5 Strategic merger with Big-3 SA operator Year 7–10 10.0x – 12.5x EV/EBITDA 10%

12.3.1 JSE Main Board IPO (Preferred Pathway)

The JSE Main Board listing is the highest-value-realisation pathway
and is the explicit base-case exit strategy. By Year 8–10, the Group
will have 10 years of audited track record, USD 461M+ revenue, 34%
EBITDA margin, ZAR-equivalent ~R8.5B revenue scale, and a broad
operating footprint — comfortably exceeding the JSE Main Board
free-float, market-capitalization, and reporting requirements.
Comparable JSE-listed precedents include Netcare (currently capitalised
at ~R20B) and Life Healthcare (~R19B). An IPO would target a ~25%
primary issuance to fund continued expansion plus secondary monetization
of equity for AfDB and Sponsor at the same valuation, providing both
partial exit and continued upside participation. Indicative exit
valuation under IPO scenario: USD 2.0B–2.4B EV.

12.3.2 Strategic Trade Sale

A trade sale to an international hospital operator is the
second-highest-value pathway. Active strategic acquirers in the African
hospital sector include IHH Healthcare (Malaysia), Apollo Hospitals
(India), Kuwait’s Mediclinic majority shareholder Remgro, and Saudi
Arabian, Emirati, and Indian sovereign investors. A trade sale would
offer immediate, full liquidity and typically attracts a control premium
of ~15–20% versus standalone DCF. Indicative exit valuation: USD
1.9B–2.2B EV.

12.4 Exit Valuation Build-up

Figure 12.1
Figure 12.1 — Year 10 exit enterprise value scenarios (USD millions)
Exit Component Bear Base Bull
Year 10 EBITDA (USD M) 110 158 210
Exit EV/EBITDA Multiple 8.5x 10.0x 12.0x
Enterprise Value (USD M) 935 1,580 2,520
Less: Net Debt (USD M) (120) (60) (30)
Plus: Strategic Premium (USD M) 0 275 500
Equity Value (USD M) 815 1,795 2,990
Equity Value to Sponsor (55%) 448 987 1,645
Equity Value to AfDB (45%) 367 808 1,346

12.5 Use of Exit Proceeds

At exit, the gross proceeds will be deployed in the following
waterfall priority:

12.6 Comparable Transaction Multiples

Recent African and emerging-market private hospital M&A and
capital markets transactions support the assumed 10.0x EV/EBITDA Base
Case exit multiple:

Transaction Year Country EV/EBITDA Comments
Mediclinic SA take-private (Remgro+MSC) 2023 South Africa 10.5x Take-private of JSE-listed operator
Life Healthcare divestiture of UK assets 2023 UK / South Africa 11.2x Strategic refocus on RSA core
Hospira Africa fundraise (DFI club) 2022 Pan-Africa 9.5x IFC + CDC + Proparco
Evercare Group (TPG) recap 2022 Africa / South Asia 11.0x Existing PE investor recap
Apollo Hospitals (India) trading 2024 India 24.0x Listed comp; not directly applicable
IHH Healthcare trading 2024 Malaysia 15.5x Listed comp; emerging-market scale premium
Median (private deals) 10.5x Used as benchmark
Aurelia assumed exit multiple Year 10 South Africa 10.0x Conservative vs median

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of Aurelia Healthcare Holdings (Pty) Ltd.