Circle Health

In 2004 by Ali Parsa, previously an Executive Director of Goldman Sachs' European Technology Investment banking team and Massoud Fouladi, a hospital consultant.

Private hospitals, NHS hospitals and clinics. Circle has three private hospitals: Circle Bath, Circle Reading, and Circle Nottingham and has another planned in Birmingham with construction to finish late 2017. Through its contracts with the NHS, Circle operates in Bedfordshire and has an NHS treatment centre in Nottingham. Circle has a joint venture with VAMED with which it runs Circle Rehabilitation, a centre near its Reading hospital providing rehabilitation services.

Circle was touted by its founders as a “new model” of private healthcare in the UK with 49.9% of its equity owned by employees and providing equity in exchange for a guarantee of a share of a consultants or GPs private business. However since then Circle has moved to reduce the equity owned by its employees. First reduced in December 2014 to 25%, and then down to zero following the acquisition of Circle by the investment fund, Toscafund in March 2017.

From its founding up until early 2017, the company’s financial strategy was based upon investment from venture funds and it undertook two share placements, first the flotation on the Alternative Investment Market (AIM) in June 2011 and the second in June 2012.

The company’s structure has always been very complicated; Circle is split into the operating arm - Circle Partnership - and an investor arm - Circle Holdings. The latter company lends money to Circle Partnership to enable it to carry out the business, with Circle Partnership paying interest on the loan. In addition, since 2004 Circle has bought a considerable number of sites for building new hospitals with each acquisition being financed via the company Health Properties domiciled in Jersey. Most of the planned hospitals have not yet materialized and Circle sold its Manchester land for £9.1 million at the end of 2016.

Circle views the NHS as an opportunity to make money, although to date its success in this endeavour has been mixed. Over the years the company has run two treatment centres in Burton and Bradford, but by late 2016 Circle only had a contract for a treatment centre in Nottingham.

Its most notable NHS contract to date was the disastrous contract for Hinchingbrooke hospital. In 2011, Circle won the contract to run the debt-ridden hospital, however the company abandoned this ten year contract in early 2015 after only two years. The hospital received a damning CQC report after the announcement by Circle that it was quitting the contract (see below for details). Circle also manages Bedfordshire's integrated musculoskeletal (MSK) service on behalf of local commissioners.

In the company’s 2016 financial report, Circle's CEO outlined a new strategy for the company - 'rehabilitation centres'. The company already has a joint venture with the European rehabilitation specialists VAMED. The idea is to build rehabilitation centres close to large NHS hospitals and then offer the NHS use of these centres to alleviate the problems it faces with delayed discharge - patients who no longer need acute care, but who are not fit enough to go home. Circle described the partnership with VAMED as "a game-changer for the group." 

The CEO noted in the company's 2016 annual report “the great growth potential here is to build dedicated rehabilitation hospitals close to large NHS trusts…….A 500-bed NHS trust could save millions of pounds a year by moving patients to dedicated rehabilitation facilities, using the latest technology, which would give them better patient outcomes." 

Circle has a pilot rehabilitation centre in Reading, and its plan is to add a 120-bed rehabilitation centre to its planned private hospital in Birmingham.

Outside of the UK, Circle has a Chinese joint venture, Circle Harmony, announced in June 2016. The company is expecting Circle Harmony's first facility in Shanghai, along with a clinical partnership with the Ruijin Hospital, to be complete in the third quarter of 2017. Investors in the joint venture come from private and state investors in China and the objective is to create a network of small facilities aimed at premium end of market.

Latest financial reports for Circle for the year ending 31 December 2016, group revenue was up 4.4% with total revenue increased to £133.6m (2015: £127.8m). Circle reported an £8.1 million loss for the year, down from the £11.7 million reported for 2015. The acquisition of Circle by DMWL 849 Ltd (Toscafund) will mean Circle will no longer be listed on the Alternative Investment Market (AIM).

In June 2011, Circle undertook a limited public offering with a listing on Alternative Investment Market (AIM). The flotation raised £45 million, which values the company at £95.4 million.

In June 2012 Circle raised £47.5 million through a placing of shares with institutional investors.       

 

In March 2017 the investment company Toscafund put in a bid to buy all shares in Circle. This valued Circle at £74 million. The investment fund already owned 27% of Circle shares. The bid was put forward by DMWL 849 Ltd, a company set up by Tosca Penta Funds in order to buy Circle. This acquisition means that Circle will no longer have any ownership by its employees.

Toscafund is a financial services group based in London, engaged in asset management and private equity. It was founded in 2000 by Martin Hughes, its Chief Executive. Toscafund runs investment funds based in a number of jurisdictions, including the Cayman Islands and Bermuda.

When Circle was set up the idea was for the company to be at least partially owned by its employees. Until December 2014, Circle Holdings owned 50.1% of Circle Health, with the remainder held by Circle Partnership, owned by Circle Health’s doctors and employees. But the company then reorganised itself so that employees owned just 25% of Circle Holdings, which wrote off Circle Health’s debt. Circle Partnership is registered in the British Virgin Islands as Circle Partnership Benefits Trust.

Circle Holdings is incorporated in Jersey but resident in the UK for tax purposes.

Prior to the DMWL 849 Ltd acquisition, Circle Health was owned 75% by Circle Holdings, which in turn was in the hands of large private equity companies. As of January 2016, the leading institutional shareholders were as follows: Toscafund 25%; Lansdowne Partners 22%; Invesco Perpetual 7%; Balderton Capital 7%; and BlueCrest Capital Management.

Circle has been awarded several major contracts by the NHS over the years.

Nottingham Treatment Centre

The Nottingham NHS Treatment Centre contract with the Department of Health was renewed in February 2013. This contract has been extremely important for the financial stability of the company, particularly following the loss of the contracts in Burton and Bradford in 2011.

Bedfordshire MSK contract

In August 2013 Circle Partnership in conjunction with Pennine MSK Partnership, National Rheumatoid Arthritis Society, Arthritis Care, Horizon Health Choices, and the Luton and Dunstable NHS Foundation Trust, won a five year contract with Bedfordshire CCG for an integrated musculoskeletal pathway. The contract is worth about £120 million and began in January 2014. 

Surgical Hospital Framework

In 2014, Circle won a place on the Surgical Hospital Framework agreement worth around £780 million; Circle won accreditation in the area of imaging services and operating theatres and will receive an undisclosed share of the £780 million.

Greenwich MSK contract

In August 2016 Circle was selected by Greenwich CCG as the successful bidder to run an integrated musculoskeletal service (MSK). The five year contract includes the possibility of two 1 year extensions, and will see Circle run a Prime Provider model, which will integrate all MSK services. The contract is valued at £73.7m. In November 2016, however, the finalisation of the contract was put on hold following a public outcry. The contract will not be signed until after an assessment of its impact on Lewisham & Greenwich NHS Trust. Campaigners fear that changes to the MSK services the Trust is paid to deliver may threaten its ability to provide other services, including A&E services at both hospitals.

In March 2017, management consultants Price Waterhouse Coopers (PwC) published a report on the impact of the MSK contract, which found the Circle contract would have a massively negative affect on the Trust. Lewisham and Greenwich Trust stands to lose up to £6.6m of revenue over five years, according to the report, unless Circle Health contracts it to deliver community based services and “other orthopaedic activity”.

It would be possible for the Trust to mitigate the financial loss from the Circle contract, if Circle used the trust’s resources to deliver community care and if Circle “repatriated other orthopaedic activity”, meaning orthopaedic surgery. However, the contract with Circle contained “no contractual commitment to do this at present”. This absence of a guarantee, noted the report, “poses a risk to the trust which would be exacerbated if further activity loss was to occur”.

The PwC report noted that the Trust's MSK services would be under threat if Circle were to contract with another provider because the loss of activity would make Queen Elizabeth Hospital “the smallest site delivering both trauma and orthopaedic services in the country which may impact the delivery of quality and safe care”.

The report also noted that there would be an issue with the Trust's ability to train doctors, due to the reduction in activity.

According to a leaked document seen by the HSJ, as a result of the PwC report, Circle has signed a tripartite agreement to agree to all the mitigations proposed by the incumbent Lewisham and Greenwich Trust.

The mitigations include a specified “minimum activity level” for the trust for five year contract term. They also include a termination clause that says Circle’s contract, awarded by Greenwich Clinical Commissioning Group, will end if planned activity levels in orthopaedics at the trust fall below a certain level.

Rushcliffe Trauma and Orthopaedic Community Triage


In March 2017 a contract was published that showed a £348,000 contract had been awarded to Circle. The goal of this contract was to reduce the number of unnecessary hospital referrals and increase the number of patients managed in primary care and community settings.

Hinchingbrooke Hospital

The now defunct Hinchingbrooke hospital contract, began in November 2011 when Circle signed a ten year contract to run Hinchingbrooke Hospital, with management beginning in February 2012. Under the agreement, the staff and assets remained part of the NHS. At the time Hinchingbrooke hospital had a debt of approximately £39 million, which Circle needed to eliminate if it was to make a profit from the contract. Hinchingbrooke was reported to have an annual turnover of £90 million. Media reports noted that Circle could make £31 million out of the contract over the ten year period. Circle was only required to cover any losses incurred by the trust over that period beginning in February 2012 up to the first £5 million. If the trust incurs further losses whilst managed by Circle, either party could terminate the deal, requiring Circle to pay a £2 million termination fee to Hinchingbrooke. This meant that the company’s potential losses were capped at £7 million, or approximately 0.7% of the NHS funds it will manage over the term of the contract. Any surpluses made at Hinchingbrooke would be split between Circle and the NHS.

Care Quality

In September 2012, the National Audit Office reported that Circle has already missed its own financial target for the Hinchingbrooke contract, generating a deficit of £4 million by September 2012, £2 million behind where Circle said it would be. Circle admitted that this meant that it would end up bearing £3.5 million in losses in 2012, which it would fund. The National Audit Office warned in its report that "Circle's projected savings of £311 million over 10 years are unprecedented as a percentage of annual turnover in the NHS... Circle's bid did not fully specify how it would achieve these savings."

Circle is having to make savings at Hinchingbrooke and this is reported to be at the expense of staff, with between 270 and 300 jobs being cut and several wards now lying empty. The hospital has fallen from joint-highest in the area in a patient satisfaction survey to nineteenth out of 46 hospitals trusts across the NHS Midlands and East region in August 2012. This is a “friends and family test” in which patients are asked to say whether they would recommend the trust to friends and family.

In early 2015 as Circle announced that it was terminating the contract to run Hinchingbrooke, the CQC released a report on the hospital. The report rated the hospital as inadequate and the hospital trust was put into special measures. The Chief Inspector of Hospitals stated "Our inspection highlighted a number of serious concerns surrounding staffing and risks to patient safety particularly in the A&E department and medical care.T here were substantial and frequent staff shortages in the A&E department. There were a number of other areas of concern, some of which related to the way in which the trust is led and run."

The hospital is now run by Hinchingbrooke Health Care NHS Trust and is now rated “good” overall by the CQC.

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