pursuing
global growth
synergy health plc  
annual report  financial statements 2012 synergy health delivers a range of specialist 
outsourced services to healthcare providers 
and other customers concerned with health 
management our services support our 
customers to improve the quality and efﬁciency 
of their activities whilst reducing risks to their 
patients and clients
overview
01 financial and operational highlights
02 our business
12 chairman’s statement
business review
14 our longterm strategy
15 chief executive’s review
16 regional review
18 finance director’s report
23 principal risks and uncertainties
26 corporate social responsibility
governance
30 board of directors
31 our executive team
32 directors’ report
35 corporate governance
40 remuneration report
financial statements
45 independent auditors’ report to the 
members of synergy health plc
46 consolidated income statement
47 consolidated statement of 
comprehensive income
48 consolidated statement of 
ﬁnancial position
49 consolidated cash ﬂow statement
50 consolidated statement of 
changes in equity
51 notes to the consolidated 
ﬁnancial statements
84 company balance sheet
85 notes to the ﬁnancial statements
92 financial calendar and advisors
front cover shows a cobalt60 source rack from synergy’s gamma irradiation sterilisation facility 
at ede in the netherlands
this document contains certain forwardlooking statements with respect to the operations 
performance and ﬁnancial position of synergy health these forwardlooking statements are subject 
to risks uncertainties and other factors which as a result could cause synergy health’s future 
ﬁnancial position performance and results to differ materially from the plans goals and expectations 
set out in the forwardlooking statements such statements are made only as at the date of this 
document and except to the extent legally required synergy health undertakes no obligation 
to revise or update such forwardlooking statements
contents
overview business review governance financial statements revenue £m
86
operating proﬁt
1
 £m
1 38
proﬁt before tax
1
 £m
1 34
operating cash ﬂow £m
85
adjusted basic earnings per share pence
1 2 7
dividend per share pence
1 3 6
287 3
3120
201 1 2012
383
434
201 1 2012
5354
6032
201 1 2012
430
490
201 1 2012
783
850
201 1 2012
1584
1800
201 1 2012
synergy health plc annual report  financial statements 2012   01
business review governance financial statements overview
delivering 
a strong 
performance
financial and operational highlights
financial
headlines
good underlying revenue growth across 
all regions with uk  ireland at 97 
europe  middle east at 24 
asia  africa at 317 and americas 
at 285 pro forma
entry into the us hospital sterilisation 
market good progress in china with 
development of hospital sterilisation 
opportunities
increased global presence in applied 
sterilisation with acquisitions in the 
americas malaysia and switzerland
strong organic underlying growth across 
key service lines with applied sterilisation 
t echnologies growing by 89 and 
hospital sterilisation services by 101 
rationalisation of manufacturing and 
linen facilities driving margin 
improvement
all acquisitions integrated well and 
performing in line with expectations
in 2012 98 of revenue was generated 
outside the uk  ireland and europe  
middle east regions
our strategy to continue international 
expansion supports expectation of 
strong underlying revenue growth
go to p16 for the chief executive’s 
regional review
go to p14 for more on the group’s 
strategy for pursuing future growth
go to p21 for details of the group’s 
four acquisitions in the year
1
  before amortisation of acquired intangible assets and nonrecurring 
items as described in the finance director’s report integrity
we believe that the way we work is as important as what 
we do we care deeply about the quality of our work and 
inspire trust by delivering on promises
innovation
we achieve the best possible results by working with 
customers to develop new ways of solving problems 
and reducing risk
1vision 4values
achievement
we believe our success comes from our focus on 
exceeding expectations and our commitment to go 
that extra mile however small the difference
accountability
we take personal responsibility for our actions and 
are equipped to take the right course of action
02   synergy health plc annual report  financial statements 2012
our business
a clear set of  
values to achieve  
our vision
our values our
vision
to build a lasting reputation as the trusted 
experts in global healthrelated markets by 
differentiating our services and products 
through the way we work
synergy health plc annual report  financial statements 2012   03
overview business review governance financial statements 04   synergy health plc annual report  financial statements 2012
our business
countries
15
sites
 104
a presence in 
major markets 
around the world
we outlined a clear strategy four years ago to expand the 
business internationally with its headquarters in the uk 
synergy has a global presence and employs over 4600 
people across the world where we focus our business 
in four key regions
our four regions provide us with a mix of established 
markets where we continue to invest and improve our 
service offer to our customers and growth markets 
where we are establishing a signiﬁcant presence and 
building a strong reputation with local hospitals and 
healthcare organisations as a trusted sterilisation provider
uk  ireland
synergy has 40 sites 
offering the full portfolio of 
our services – applied 
sterilisation hospital 
sterilisation and  
healthcare solutions
asia  africa
in 2009 we opened our 
ﬁrst facility in china 
providing cssd outsourcing 
and ethylene oxide 
sterilisation in the suzhou 
area we also have four sites 
in malaysia and one each 
in thailand south africa 
and hong kong
europe  middle east
we have 51 sites situated 
in the netherlands 
germany france 
switzerland belgium and 
the united arab emirates
the americas
a new region created by 
the acquisition in the year of 
beamone the largest us 
provider of outsourced 
electron beam sterilisation 
services and msi surgical 
instruments a small 
hospital sterilisation 
services business
2300 employees 1830 employees 290 employees 190 employees
split of business by region
revenue £m
 uk  ireland £1583 
 europe  middle east £1233
 asia  africa £174
 americas £130
our presence
our business by geography synergy health plc annual report  financial statements 2012   05
overview business review governance financial statements
we are
global
international demand for high quality 
sterilisation services to the healthcare market 
will continue to grow as organisations look to 
beneﬁt from the quality and efﬁciency beneﬁts 
of outsourced sterilisation services we offer 
a highly technical and specialised service with 
an increasingly global outlook as we invest 
and expand capacity in growth markets such 
as the us china malaysia and central america
during the year synergy established a presence in the us 
giving the group access to the world’s largest market for 
the manufacture and consumption of medical devices
synergy health plc annual report  financial statements 2012   05 sterilisation technologies
5
electron beam and xray beam 
irradiation gamma irradiation 
ethylene oxide and steam
06   synergy health plc annual report  financial statements 2012
our business
a range of best 
in class health 
related services
professor sir bruce keogh medical 
director for the uk national health 
service at the opening of synergy’s  
new leicester hss supercentre 
synergy provides a comprehensive range of outsourced 
sterilisation services to the medical device market as well 
as hospitals and healthcare providers in addition we 
provide outsourced services such as healthcare linen 
pathology and specialist laboratory services
hospital sterilisation services
outsourced hospital sterilisation provides a high quality 
instrument sterilisation service for reusable medical and 
surgical equipment used in operating theatres this service 
also extends across other hospital departments primary 
care facilities and orthopaedic loan set suppliers 
applied sterilisation technology
synergy provides the full range of sterilisation technologies 
including gamma irradiation electron ion beam and 
xray beam treatments and ethylene oxide sterilisation 
our customers are drawn from medical device 
pharmaceutical and industrial sectors synergy health 
is the world’s second largest provider of outsourced 
applied sterilisation services
healthcare solutions
our healthcare solutions segment covers a range of 
services involved in managing the environment in a 
healthcare setting the services primarily involve infection 
control with services such as linen management hand 
hygiene and hard surface systems occupational health 
and laboratory services
our services synergy health plc annual report  financial statements 2012   07
overview business review governance financial statements
we are
experts
our position as a market leader in healthcare 
sterilisation has been established through 
a combination of using the world’s most innovative 
technologies and a unique combination of talents 
in our teams across the world we believe strongly 
in working in partnership with our customers to 
ensure the services we provide are tailored to their 
needs our unique approach and investment in 
stateoftheart facilities means we are one of 
few global sterilisation experts
synergy is the largest provider of outsourced hospital sterilisation 
services in europe this expertise is supporting our entry into the 
less developed us market and our existing operations across 
europe and asia 08   synergy health plc annual report  financial statements 2012
our business
 investing to provide 
missioncritical 
facilities for the 
healthcare world
our key investments
nb capital expenditure ﬁgures quoted are amounts spent in the year to 1 april 2012
construction of new hospital sterilisation facilities 
in leicester and shefﬁeld uk 
following a successful accreditation audit our new 
leicester supercentre came into service in february 
and our new shefﬁeld facility will commence service 
transition in the summer of 2012
£58m
construction of new gamma irradiation facility 
in marcoule france
our new facility at marcoule near avignon will serve 
customers throughout southern and eastern france 
and northern italy the facility is expected to commence 
operation in late 2012 
£46m
construction of new ethylene oxide facility and 
expanded capacity for electron beam irradiation 
in costa rica 
a second electron beam sterilisation line has been 
installed and a new ethylene oxide facility the ﬁrst 
in central america has been built 
£44m
construction of new ethylene oxide facility 
in florida us 
synergy’s ﬁrst ethylene oxide facility in the us opened 
during the year improving our capacity to service 
customers in the southeastern us 
£29m
additional ethylene oxide capacity in venlo 
netherlands 
our venlo ethylene oxide sterilisation facility already 
operates four processing chambers during the year 
we commenced the installation of a ﬁfth chamber 
to meet increased customer demand 
£15m
investment in additional cobalt60 to increase gamma 
irradiation processing capacity worldwide
our many gamma irradiation facilities worldwide 
utilise radioactive isotopes of cobalt to generate high 
energy gamma radiation we have increased our 
irradiation capacity to meet increased global demand 
for our services
£29m synergy health plc annual report  financial statements 2012   09
we are
 highly 
technical
the services we provide are increasingly reliant 
on stateoftheart facilities and technical expertise 
our level of investment capital expenditure in 
2012 was £27 1 million this investment will 
continue to position synergy as a company 
with some of the most advanced and innovative 
facilities in the world we also invest in research 
and development and talented people with the 
technical knowledge to ensure we always work 
at the cutting edge of sterilisation and continue 
to implement new developments in technology
overview business review governance financial statements
synergy is the largest operator of cobalt60 gamma irradiators 
outside the us and we are the largest operator of pallet 
irradiators worldwide pallet irradiators allow for automated 
material handling and signiﬁcant labour cost efﬁciencies when 
compared to tote irradiators  10   synergy health plc annual report  financial statements 2012
synergy’s graduate programme
the translation of our vision and values into reality is 
only achievable through the inspiration and diligence 
of our 4600 employees across the group worldwide 
we continuously strive to attract develop and retain 
the best people who wish to share in the mission 
values and success of the group
our human resources department works closely with 
managers and employees to meet their aspirations for 
personal growth and development in addition we hold a 
number of internal development centres and workshops 
and assist employees to create personal development plans 
at our senior executive board meetings a minimum of 
four talent reviews are undertaken per year where the 
board discusses the talent within the business with a view 
to how they can develop them further we recruited a 
further seven graduates in 2011 across the uk  ireland 
and europe  middle east regions providing a powerful 
example of our strategy to grow and develop our 
talent pool
over the coming year we will be launching a new 
performance management system which will directly 
assess our employees against our leadership model 
helping to identify our business leaders of the future
the company has a senior leadership community 
which involves 80 managers from across the group 
the community was established to encourage cross
functional working practices and ensure that information 
and expertise is shared across the different businesses 
the community also allows management to develop their 
leadership skills we are looking to increase the visibility 
and interaction of senior management across the business 
we pride ourselves on the fact that we differentiate 
ourselves from our competitors through our people 
the scheme really does offer 
an individual the opportunity to 
become an allrounder in terms 
of leadership teamwork is 
essential for idea generation 
and getting goals achieved 
efﬁciently and on time
oliver moorhouse joined synergy’s graduate development programme 
in 2010 he initially worked in an hss operations position in london 
before commencing a businesses development secondment to the us 
focusing on patient hygiene wound care and surgical solution products 
 ensuring the quality 
of our people is a 
key differentiator
our business
our people we are
trusted 
partners
we work closely with our customers to understand 
their needs and tailor solutions for local requirements 
this usually combines technical ability healthcare 
expertise and the skill to provide customised logistics 
solutions across services which are often mission
critical for our customers it is essential that globally 
we attract develop and retain talented people who 
work to inspire conﬁdence and deliver success to 
the organisations we partner
synergy health plc annual report  financial statements 2012   11
overview business review governance financial statements 12   synergy health plc annual report  financial statements 2012
chairman’s 
statement
as synergy health celebrates its 20th 
anniversary i am pleased to report that the 
group has continued to grow and prosper 
despite challenging conditions in the uk 
and europe 
notwithstanding these headwinds we have 
continued to achieve good organic growth 
as well as expand our geographic coverage 
as part of our strategy to become a leading 
global provider of outsourced sterilisation 
and other niche services 
results
reported revenues for the year were £3120 million 2011 
£287 3 million up 86 underlying organic revenue growth on a 
constant currency basis was 54 which is in line with expectations 
after allowing for a 53 week comparator last year adjusted operating 
margins were up 07 to 157 2011 150 resulting in adjusted 
proﬁt before tax increasing by 134 to £434 million 2011 
£383 million 
four acquisitions were made during the year and the costs of these 
were expensed as ‘nonrecurring items and acquisitionrelated costs’ 
in addition we closed and consolidated four facilities during the year 
sustainably reducing operating costs the combined effects of the 
acquisitions and the facility closures resulted in nonrecurring costs 
of £35 million after taking account of amortisation nonrecurring 
items and acquisitionrelated costs proﬁt before tax decreased by 
116 to £325 million 2011 £367 million last year’s proﬁt before 
tax beneﬁted from an exceptional gain of £47 million due primarily 
to the recognition of insurance proceeds arising from the dunstable 
insurance claim
acquisitions
as part of our strategy to expand the geographic coverage of 
our applied sterilisation business we acquired beamone llc 
‘beamone’ in the us sinagama ii technologies sdn bhd 
‘sterilgamma’ in malaysia and leoni studer hard ag ‘lsh’ in 
switzerland these three acquisitions are consistent with synergy’s 
strategy to expand its applied sterilisation business internationally 
we also acquired msi surgical solutions llc ‘msi’ a small hospital 
sterilisation business in the us effectively accelerating our plan to 
enter the us market one year earlier than anticipated
the four acquisitions had a combined consideration of £840 million 
including deferred consideration and were funded from operating 
cash ﬂow and an increased utilisation of our existing debt facilities 
net debt for the year increased by £612 million to £1735 million 
2011 £1123 million and we remain well within our bank 
facility covenants
robert e lerwill 
chairman
our focus is on the provision of 
niche outsourcing services that create 
signiﬁcant value for our customers
overview synergy health plc annual report  financial statements 2012   13
synergy has announced today that it has entered into a merger 
agreement with sri surgical express inc ‘sri’ to acquire its 
fullydiluted share capital for us370 per share valuing sri at 
us251 million £162 million the consideration including the 
assumption of its net debt is approximately us385 million 
£249 million sri is a nasdaqlisted service provider of sterile 
gown rental instrument set rental and instrument processing 
services the acquisition will provide synergy with scale broad 
market access and infrastructure in an attractive core service 
market for us
eps and dividend
adjusted basic earnings per share before intangibles amortisation 
nonrecurring items and acquisitionrelated costs were 6032p 
2011 5354p an increase of 127 after taking account of 
amortisation nonrecurring items and acquisitionrelated costs 
basic earnings per share were 4451p 2011 5210p a decrease 
of 146 
the board is proposing a ﬁnal dividend of 1118p which together 
with the interim dividend of 682p would give dividends for the year 
totalling 1800p 2011 1584p representing a 136 increase 
if approved the dividend will be paid on 6 september 2012 for 
shareholders on the register at 10 august 2012
our people
the translation of our vision and values into reality is only achievable 
through the inspiration and diligence of our 4600 employees across 
the group worldwide we continuously strive to attract develop and 
retain the best people who wish to share in the mission values and 
success of the group 
on behalf of the board i would like to welcome all new employees to 
synergy in particular those based in the americas switzerland and 
malaysia who joined the group through acquisitions during the year 
the board would further like to thank all our employees around the 
world for their dedication and commitment to making 2012 another 
successful year for synergy health
the board
liz hewitt joined the board as a nonexecutive director on 
1 september 2011 and is a welcome addition to the team liz is 
a chartered accountant and has become chairman of the audit 
committee as well as being a member of both the remuneration and 
nomination committees liz has previously held senior roles at smith 
 nephew plc and 3i group plc and is also a nonexecutive director 
and member of the audit committee of novo nordisk as
as announced earlier this year i retire from the board on 7 june and 
am handing over to sir duncan nichol duncan’s years of service on 
the board together with his broad business experience ensures that 
there will be continuity of leadership the board plans to review its 
membership during the year taking into account the group’s strategy 
of expanding internationally
the board has always recognised the paramount importance 
of having a wide range of views reﬂected at board level and the 
company’s commitment to diversity and the blend of the right skills 
and experience is shown in the make up of the board whereby 
women comprise one third of its members the board hopes the 
group should be in a position to maintain this level of representation 
when renewing board membership over the coming years 
the board takes its corporate governance responsibilities very 
seriously and i can conﬁrm that the board is compliant with 
the principles of the uk corporate governance code relating to 
leadership and effectiveness the board also continues to ensure 
that there is clear distinction between the board and the executive 
leadership of the company lead by the chief executive ofﬁcer 
dr richard steeves 
detailed terms of reference for the board and its committees clearly 
set out their respective responsibilities there continues to be a 
rigorous and transparent procedure for the appointment of new 
directors the effectiveness of the board its committees and 
directors is assessed annually through a formal evaluation process 
further details of how we have applied the principles of the code in 
this regard are set out in the corporate governance report and the 
directors’ report 
corporate responsibility
the board recognises that synergy’s ability to achieve its ﬁnancial 
objectives is based not simply on how synergy makes its customers 
feel but also how the wider communities in which it operates feel 
about the group the public’s perception of synergy is determined 
by what we are able to give back to those communities details of the 
group’s approach to corporate social responsibility are given in the 
operating review
outlook
i am proud of what synergy has achieved since i joined the board 
in january 2005 we are in a strong position and well prepared to 
tackle the challenges ahead our decision to invest in asia and the 
americas has proved an effective strategy to offset more challenging 
conditions in the uk and europe the decision to bring forward our 
investment in the hospital sterilisation market in the us increases our 
exposure to what we believe will be a fast growing market 
we have to acknowledge that europe’s difﬁculties could worsen 
in the coming year with many eu countries mired in recession 
we remain conﬁdent that our strategy to expand internationally 
adequately addresses these risks and as a result we are cautiously 
optimistic that our current growth rates will be sustained especially 
given our clear objectives strong management and talented 
employees we anticipate continued good underlying earnings 
growth in this new ﬁnancial year 
it just remains for me to express my appreciation to my fellow board 
members for their contribution and support not just during this year 
but since i have been chairman and to say how grateful i am for the 
conﬁdence of our shareholders customers and suppliers 
i save my ﬁnal words for our employees in the challenging global 
economic climate of recent years everyone within synergy has 
shown resilience and dedication and there is so much enthusiasm 
and commitment for what we do that it is impossible not to be 
inspired i have greatly enjoyed my time at synergy and i wish the 
group and all our employees every success in the future
robert lerwill 
chairman
7 june 2012
overview business review governance financial statements 14   synergy health plc annual report  financial statements 2012
to achieve sustainable growth in shareholder value 
we have a strategy to provide niche high valueadded 
outsourcing services with global potential to health
related markets our present focus is on high growth 
markets including asia and the americas
we deliver our services more efﬁciently than our 
competitors by employing a cost leadership strategy 
we competitively differentiate ourselves through our 
people by the way we deliver our services reﬂected 
in our core values of integrity innovation achievement 
and accountability
1  expand the business internationally
2  focus on high valueadded services
3  differentiation from our competitors 
through our people
4 cost leadership
our longterm 
strategy
business review synergy health plc annual report  financial statements 2012   15
chief executive’s 
review
ﬁnal quarter began to recover sharply and we expect the business 
to achieve the group’s minimum ﬁnancial targets in the new year 
the group is in a good position with an internationally diversiﬁed 
business providing high valueadded services underpinned by long 
term contracts and excellent cash generation our balance sheet 
remains strong with gearing well below our internal ceiling for net 
debt to ebitda of 25 times
strategy
the board set out its strategy four years ago and believes the 
successful outcomes that have been achieved endorse the plan 
to recap there are four strands to the strategy internationalisation 
focus on high valueadded services with high barriers to entry 
differentiation through our people and the way we deliver our 
services and cost leadership 
our core service is the provision of outsourced sterilisation for 
medical device manufacturers ‘applied sterilisation’ and for 
healthcare providers such as acute hospitals ‘hospital sterilisation’ 
in addition we are a leading provider of linen services in the uk and 
the netherlands a manufacturer of infection control products and a 
provider of specialist laboratory services ‘healthcare solutions’ 
the growth of our applied sterilisation business has been a priority 
and this is reﬂected in global reported revenue for this service up 
361 to £954 million 2011 £701 million hospital sterilisation 
revenue was up 105 to £628 million 2011 £569 million whilst 
healthcare linen revenue was ﬂat at £1120 million 2011 £1129 
million during the year we sold a small scottish distribution business 
and we have seen the full year effect of rationalising noncore 
businesses as a result revenue within the combined healthcare 
solutions business declined to £1537 million 2011 £1604 million 
internationalisation 
synergy operates its business as four geographic regions the 
structure provides the depth and resilience necessary to operate 
a geographically diverse business as well as providing responsive 
leadership as close to the customer as possible the continuing 
strategy of internationalisation will also play an important role going 
forward mitigating the impact of economic uncertainties in europe 
and also providing opportunities for growth in the faster growing 
regions of the world details of the group’s trading performance 
and results by region are shown in the regional review on the 
following pages
outlook
synergy’s focus is on the provision of niche outsourcing services 
that create signiﬁcant value for our customers our outsourced 
sterilisation services are missioncritical to our customers and 
for this reason demand continues to hold up well despite clear 
economic headwinds in certain parts of the world particularly 
europe we are particularly excited by the opportunities that we have 
in china and the us for the expansion of our hospital sterilisation 
services business and we believe that the global demand for our 
applied sterilisation technologies business will continue to be strong
our strategy to extend synergy’s reach has progressed well with the 
expansion of our services in the americas switzerland and malaysia 
the business is well positioned and we remain committed to strong 
underlying revenue growth with sustainable margins 
dr richard steeves 
group ceo
7 june 2012
dr richard m steeves 
chief executive
introduction
synergy is a global leader in outsourced sterilisation services using 
a range of technologies in addition synergy provides other niche 
outsourced services such as healthcare linen pathology and 
specialist laboratory services all of our businesses have the beneﬁt 
of signiﬁcant barriers to entry stable long term contracts and good 
cash generation
we have made further progress implementing our strategy through 
increasing investment in the faster growing asian and american 
markets expanding our geographic coverage with acquisitions in 
the us malaysia and switzerland and bringing forward our plans to 
enter the us hospital sterilisation market we were also pleased that 
organic growth improved during the ﬁrst half of the year but this has 
since reduced slightly reﬂecting the economic downturn in europe 
in response to the risk of declining growth we took the opportunity in 
november to further reduce our cost base and that has fed through 
into sustainably improved operating margins
the group achieved reported revenue growth of 86 underlying 
organic revenue growth excluding currency effects and noncore 
businesses was 54 after allowing for the 53rd week in last year’s 
comparator organic growth was 7 5 compared with 41 for the 
year ending 2011 the success of our strategy to internationalise 
synergy is reﬂected in our reported growth rate uk  ireland and 
europe  middle east grew at 22 and 38 respectively asia  
africa and the americas grew at 316 and 246 pro forma 
respectively as we continue to implement our strategy our reliance 
on the uk and europe reduces with asia and the americas 
accounting for 98 of total revenue compared to 47 last year 
during the second half of the year we focused on reducing our 
cost base in the face of concerns around the macroeconomic 
environment in europe four facilities were closed and their 
operations merged into other facilities these closures together with 
other efﬁciency gains assisted in increasing margins to new levels for 
the group gross margins were up by 17 to 399 2011 382 
and adjusted operating margin was up 07 on last year to 157 
2011 150 
i am pleased to say that issues within our uk products based 
business are being resolved and whilst this business did not make 
a material contribution to the overall group proﬁt margins in the 
financial statements governance business review overview 16   synergy health plc annual report  financial statements 2012
uk  ireland europe  middle east
regional review
the uk  ireland businesses continued to perform well with both of the 
sterilisation businesses showing good growth in line with historic trends 
the rationalisation of the uk products business together with the 
disposal of a small noncore business resulted in a reduced rate of 
revenue growth of 22 with reported revenues of £1583 million 
2011 £1549 million operating proﬁts increased by 130 to 
£283 million 2011 £250 million with margins increasing 18 
to 17 9 2011 161 
during the year we opened a new hospital sterilisation facility in shefﬁeld 
and began the construction of two more facilities in lincoln and grimsby 
surgical volumes held up well with a number of waiting list initiatives 
undertaken throughout the year  the outsourcing of hospital sterilisation 
continues to be seen as attractive with a strong bid pipeline of 
approximately £17 million per annum however  decision making has 
remained slow as the uk government’s policies on the future of the nhs 
were delayed during the year we sponsored a research paper on 
outsourcing in the public sector that was launched at the house of lords 
and this research together with four case studies from our most recent 
facilities will become a catalyst to expedite the conversion of current bids 
applied sterilisation facilities continued to perform well albeit with more 
limited capacity for growth we have drafted plans for additional capacity 
in the region but we may delay implementation whilst there is some 
uncertainty around the outlook for europe 
the healthcare linen business continued to perform well with consistent 
margins and growth primarily from price indexation our strategy is to 
maintain our existing customer base and limit bidding to the remaining 
nhs hospitals that are closing their inhouse facilities during the year 
we won an nhs outsourcing contract that commenced in the current 
ﬁnancial year  in parallel with the surgical volumes overall hospital linen 
volumes have held up well
the uk laboratory business returned to positive growth in both revenue 
and margin prospects for the pathology segment look positive but during 
the second half of the year growth in occupational health testing slowed 
reﬂecting the economic pressures in the uk
our uk products business which manufactures infection control and 
other consumable products was restructured in november and as a 
result has returned to proﬁtability we remain committed to broadening its 
international market penetration expanding the success we have enjoyed 
in the middle east and in asia to other parts of the world
revenue £m
22
1549
1583
2011 2012
1580
2010
1603
2009
1350
2008
europe has become a challenging market for synergy in part because 
of the region’s economic issues and in part because of very strong 
competitive conditions within the dutch linen market our objectives 
remain unchanged however  with an ambition to continue expanding 
our geographic coverage in both applied sterilisation t echnologies and 
hospital sterilisation services
reported revenue for europe  middle east was up 38 to £1233 
million 2011 £1188 million operating proﬁts however were down 
51  to £195 million 2011 £205 million with margins decreasing 
15 to 158
the reduction in the regional margin reﬂects price erosion in the dutch 
linen business although we maintained market share we have seen price 
deﬂation initiated by our major competitor in the netherlands t o address 
the competitive threat we closed two linen facilities and as a result have 
seen margins recover  we also have the beneﬁt of cost synergies within 
the region and whilst organic growth will be held back again this year as a 
result of price deﬂation we expect the restored margins to be maintained 
as a result of our aggressive cost management 
this year  we have made further progress with our applied sterilisation 
business growth during the ﬁrst half of the year was very strong resulting 
in most of our facilities coming up against capacity constraints new 
capacity has now been added to the ethylene oxide facility in venlo 
the netherlands and the gamma radiation facility in marcoule france 
remains on track to open towards the end of 2012 early in 2012 we 
acquired the lsh gamma radiation and xray facility from leoni group 
as part of our objective to expand our geographic presence in europe 
switzerland has a large valueadded medical device manufacturing 
market similar in size to ireland’s and it is important to have a presence in 
this market the xray facility is the ﬁrst of its type in the world and whilst 
utilisation is presently low we expect that there will be a rapid adoption of 
this sterilisation technology by the manufacturers of high valueadded 
medical devices
during the year we invested in the sales and commercial development 
team of hospital sterilisation services with the objective of expanding 
beyond our two core services in the netherlands and belgium we are 
making progress with increased bidding activity in germany and in 
t urkey where we are in advanced negotiations on a large pfi hospital bid 
however  across the continent the pace of development continues to be 
slower than expected we will continue to market our services in europe 
to raise synergy’s proﬁle but given the current economic climate we are 
likely to direct resources to the opportunities opening up to us in the us 
revenue £m
38
1188
1233
2011 2012
1174
2010
1047
2009
827
2008
business review synergy health plc annual report  financial statements 2012   17
asia  africa americas
revenue £m
316
133
174
2011 2012
110
2010
91
2009
73
2008
the asia  africa region continues to be one of our more promising 
opportunities for sustained growth china in particular is seeing growth 
in healthcare expenditure of 18 to 20 per annum more than double 
its gdp growth rate the creation of a national health service where 
basic services will be provided free by the state will drive demand for 
our hospital sterilisation services as well as the consumption of sterile 
medical devices
in addition to china we have facilities in malaysia thailand and 
south africa t o support our growth plans we recently announced the 
appointment of a new regional ceo his level of regional and industry 
experience will help us achieve our medium term objective for asia to 
generate at least a quarter of the group’s income
reported revenues in asia  africa were up 316 to £17 4 million 
2011 £133 million with good growth across the region operating 
proﬁts were up 435 to £38 million 2011 £27 million with operating 
margins up 19 to 220
in malaysia we completed the acquisition of sterilgamma from 
receivership in july expanding our applied sterilisation services to kuala 
lumpur and kulim we now have four facilities in malaysia offering 
both gamma radiation and ethylene oxide services during the year we 
evaluated the hospital sterilisation market and considered establishing a 
joint venture with a local malaysian business but our experience suggests 
that the market is not yet ready for outsourcing at this stage
our applied sterilisation operations in south africa and thailand continue 
to show steady growth in south africa we have expanded our services 
to include microbiological laboratory services and we are evaluating an 
increase in our capacity 
in suzhou china our ethylene oxide sterilisation facility continues to 
attract additional customers and we expect the facility to be largely full 
within the year  under the guidance of the new regional ceo we are 
actively looking to establish additional sites in strategic locations as part 
of our ambition to be a major outsourced sterilisation service provider 
in china the hospital sterilisation services business also continues 
to gain momentum during the year we have continued to progress 
opportunities on both a solebidder and joint venture basis and have 
been selected to provide services for a large new pfi hospital campus 
in shanghai a private hospital group in beijing and a hospital group 
in chengdu
the americas is another promising region being the largest medical 
device manufacturing and consuming market in the world we are 
very pleased with the level of growth in applied sterilisation revenue 
the increase in capacity in central america and our recent expansion 
into hospital sterilisation in the us sets the region up for a period of 
sustained growth
our americas’ applied sterilisation business was acquired at the start of 
the ﬁnancial year  reported revenues for the region were up 246 on 
a pro forma basis to £130 million 2011 pro forma £104 million 2011 
reported £04 million operating proﬁts were up 499 on a pro forma 
basis to £33 million 2011 pro forma £22 million 2011 reported 
£004 million operating margins improved 43 to 257 as a result 
of improved beneﬁts of scale from our capacity expansions
our applied sterilisation business beneﬁted from improved capacity 
utilisation particularly in the costa rican facility our strategy is to 
continue to increase our capacity in the region in july 2012 we will open 
a new electron beam facility and a new ethylene oxide facility these two 
facilities together with future investments planned in the region will 
continue to support high levels of growth
during the year we conducted a review of the hospital sterilisation 
market in the us triggered by the fda’s consultation on the regulatory 
environment in may 2011 following our research we decided to bring 
forward our investment in the us hospital sterilisation market with the 
acquisition of msi in new york the outsourced hospital sterilisation 
market is still in its infancy and msi represented the second largest of 
only two businesses active in the us we are increasing our level of 
investment on the back of this acquisition initially to promote education 
and awareness but ultimately to create a more developed outsourcing 
market we believe that synergy’s expertise in this niche market 
will be well received by the healthcare market where high levels of 
ﬂash sterilisation are known to create signiﬁcant risk for patients 
undergoing surgery
revenue £m
246
proforma
04
130
2011 2012 2010 2009 2008
financial statements governance business review overview 18   synergy health plc annual report  financial statements 2012
synergy has a solid strategy and a robust 
business model our services are mission
critical to our customers and for this reason 
demand is expected to hold up well 
the business is highly cash generative 
and conservatively ﬁnanced we remain 
cautiously optimistic that current earnings 
growth will be sustained
overview
our business delivered a good ﬁnancial performance in 2012 with 
reported revenue growing 86 to £3120 million and adjusted 
operating proﬁt increasing by 138 to £490 million excluding 
currency effects and noncore businesses underlying revenue 
growth was 123 54 organic and adjusted operating proﬁt 
growth was 134 our adjusted operating margin increased by 
70 basis points to 157 adjusted earnings per share grew by 
127 to 6032p 
we have recognised a nonrecurring cost relating to the closure 
of certain operating and manufacturing facilities of £26 million 
in addition we have recognised acquisitionrelated costs of 
£09 million of which £06 million relate to transaction costs 
an increase in expected deferred contingent consideration payable 
for beamone llc ‘beamone’ owing to its ﬁnancial performance 
being ahead of initial expectations results in a charge to the 
income statement of £03 million under ‘ifrs 3 revised business 
combinations’ under previous accounting guidance this amount 
would have been treated as an increase to goodwill and would not 
have had any impact on the income statement
cash generated from operations before nonrecurring and 
acquisitionrelated costs increased by 85 to £850 million 
2011 £783 million reﬂecting a conversion of adjusted ebitda 
into operating cash of 97 funding for acquisitions increased 
net debt at the end of the year to £1735 million representing 
a net debt to ebitda ratio of 195 times comfortably within 
our banking covenant of net debt to ebitda of 325 times
adjusted operating returns on average capital employed on an 
annualised basis increased to 115 2011 108
adjusted operating proﬁt is stated before amortisation of acquired 
intangibles nonrecurring items and acquisitionrelated costs
gavin hill 
group finance director
we are excited by the opportunities that 
we have in china and the us for the 
expansion of our hospital sterilisation 
services and we believe that global 
demand for our applied sterilisation 
technologies will remain strong
business review
finance director’s 
report synergy health plc annual report  financial statements 2012   19
1 income statement
the group’s income statement is summarised in table 1 below 
t able 1 income statement
year ended 
1 april 2012  
£m
year ended 
3 april 2011  
£m change
revenue 3120 287 3 86
gross proﬁt 1244 1097  134
administrative expenses 754 667
adjusted operating proﬁt 490 430 138
net ﬁnance costs 56 47
adjusted proﬁt before tax 434 383 134
amortisation of acquired intangibles 7 4 63
nonrecurring items and acquisitionrelated costs 35 47
proﬁt before tax 325 367 –116
tax 7 7 7 9
proﬁt for the period 248 288 –138
effective tax rate
1
227 227
adjusted earnings per share – basic 6032p 5354p 127
earnings per share – basic 4451p 5210p –146
adjusted earnings per share – diluted 5924p 5264p 125
earnings per share – diluted 4371p 5123p –147
dividend per share 1800p 1584p 136
1
 the effective tax rate is calculated excluding amortisation on acquired intangibles nonrecurring items and acquisitionrelated costs
financial statements governance business review overview 20   synergy health plc annual report  financial statements 2012
11 revenue
reported revenue of £3120 million 2011 £287 3 million grew by 
86 representing an underlying growth rate excluding noncore 
businesses and currency effects of 123 over the previous year 
the group had noncore businesses that we exited during the last 
ﬁnancial year these were primarily in the uk products business 
and contributed revenues of £10 million 2011 £118 million
the change in currency exchange rates over the last 12 months has 
had a small positive effect on reported revenues the strengthening of 
the euro against sterling against the comparative period contributed 
to an increase in reported revenue due to currency movements of 
£14 million
underlying revenues grew across all our business segments with 
the uk  ireland at 97 europe  middle east at 24 and 
asia  africa at 317 on a pro forma basis growth in our new 
americas business was 285 
underlying organic revenues which exclude the impact of 
acquisitions increased by 54 on a likeforlike basis excluding 
the impact of last year’s extra week underlying organic growth 
was 7 5 our main service lines experienced good organic and 
reported growth global underlying and organic growth for applied 
sterilisation technologies were 358 and 89 respectively 
hospital sterilisation services grew on an underlying basis by 104
12 gross proﬁt
gross proﬁt increased by 134 to £1244 million 2011 £1097 
million representing a gross proﬁt margin of 399 an increase 
of 170 basis points over the previous year
13 adjusted operating proﬁt
adjusted operating proﬁt increased by 138 to £490 million 
representing an adjusted operating proﬁt margin of 157 an 
increase of 70 basis points over last year the beneﬁt of currency 
on adjusted operating proﬁt was £02 million
14 nonrecurring items
restructuring costs
during the year we closed two linen facilities in the netherlands 
incurring a charge of £15 million principally relating to redundancy 
costs we also rationalised manufacturing facilities within our uk 
products based business resulting in the closure of two sites with 
an associated charge of £11 million 
in the comparative period the group recognised an exceptional gain 
of £47 million due primarily to the recognition of insurance proceeds 
arising from the dunstable insurance claim
ifrs 3 revised business combinations
the acquisition of beamone took place on 7 april 2011 
the consideration consisted of an initial outlay of £165 million 
together with a contingent cash consideration up to a maximum 
of £123 million dependent on the ﬁnancial performance of the 
business for the year ending 1 april 2012
the acquired business had a strong ﬁnancial performance ending 
the year above that expected in the acquisition business case under 
‘ifrs 3 revised business combinations’ the difference between 
the contingent consideration payable and the acquisition date fair 
value is reﬂected in the income statement this results in an increase 
to the level of contingent consideration payable against that previously 
estimated and an income statement charge of £03 million in 
nonrecurring items and acquisitionrelated costs prior to the 
introduction of ‘ifrs 3 revised business combinations’ such an 
increase in deferred consideration would have been accounted 
for as an adjustment to goodwill with no consequent income 
statement impact
‘ifrs 3 revised business combinations’ also requires incremental 
acquisition related costs to be expensed total costs relating to 
acquisitions made in the year were £06 million
15 net ﬁnance costs
the group’s net ﬁnance costs totalled £56 million 2011 
£47 million an increase of £09 million the principal reason for 
this increase is additional loans raised to ﬁnance acquisition activity 
combined with an increase in margin paid on our core facility following 
the reﬁnancing in july 2011 the average interest rate of the main 
syndicated facility and other group facilities is approximately 42
16 adjusted proﬁt before tax
adjusted proﬁt before tax was £434 million 2011 £383 million an 
increase of 134 the adjusted proﬁt before tax margin was 139 
2011 133 an increase of 60 basis points 
17 amortisation of acquired intangibles
amortisation of acquired intangibles relates to intangible assets 
identiﬁed on acquisitions being the value of customer contracts and 
relationships the increase over the previous year principally reﬂects 
the intangibles recognised with the acquisition of beamone
18 tax
the tax charge excluding amortisation of acquired intangibles and 
nonrecurring items of £99 million 2011 £87 million represents 
an effective rate of 227 2011 227 including amortisation 
of acquired intangibles and nonrecurring items the tax charge is 
£7 7 million 2011 £7 9 million 
our effective rate reﬂects proﬁts arising from a mix of territories a 
number of which have a lower rate of taxation than the uk different 
territorial growth rates will change this mix of proﬁts and the resulting 
tax rate in the future 
19 earnings per share eps
adjusted basic earnings per share and adjusted diluted earnings 
per share after adjusting for amortisation of intangibles increased 
by 127 and 125 respectively after amortisation of acquired 
intangibles nonrecurring and acquisitionrelated costs basic and 
diluted earnings per share decreased by 146 and 147 
respectively
2 dividend
our policy is to increase the total dividend each year in line with the 
increase in underlying earnings the board has proposed a ﬁnal 
dividend of 1118p representing an increase on the 2011 ﬁnal 
dividend of 136 and bringing the total dividend for the year to 
1800p growth of 136 the ﬁnal dividend will be paid subject to 
shareholder approval on 6 september 2012 to shareholders on the 
register as at 10 august 2012
business review
financial review 
continued synergy health plc annual report  financial statements 2012   21
3 cash ﬂow
table 2 summarises the group cash ﬂow
t able 2 cash ﬂow
year ended  
1 april 2012  
£m
year ended  
3 april 2011 
£m
adjusted operating proﬁt 490 430
noncash items 387 354
adjusted ebitda 87 7 784
working capital movement 27 01
operating cash ﬂow before nonrecurring 
and acquisitionrelated costs 850 783
nonrecurring and acquisitionrelated 
cash ﬂow movement 27 54
operating cash ﬂow after nonrecurring 
and acquisitionrelated costs 823 837
interest 51 30
tax 130 63
net maintenance expenditure on tangible 
and intangible assets 227 218
free cash ﬂow 415 526
acquisition of subsidiaries  
net of cash acquired 662 16
net investment expenditure on tangible 
and intangible assets 27 1 150
financing 432 39
dividends paid 92 7 8
proceeds from share issues 14 12
exchange differences 04 08
net decreaseincrease in cash and 
cash equivalents 168 325
note adjusted ebitda is earnings before interest tax depreciation intangible 
amortisation and other noncash items
31 cash generated from operations
cash generated from operations before nonrecurring and 
acquisitionrelated costs in the year increased by 85 to 
£850 million 2011 £783 million reﬂecting a conversion of 
adjusted ebitda into cash of 97 2011 100 
32 interest
net interest paid increased to £51 million 2011 £30 million 
principally reﬂecting higher net debt following acquisitions made 
in the period
33 tax
tax paid was £130 million 2011 £63 million the prior year 
comparative beneﬁted from the oneoff recognition of tax 
repayments cash tax is higher than the equivalent income tax 
charge in the income statement as a result of timing differences 
on payments
34 net expenditure on tangible and intangible assets
the group has continued to invest in new capacity during the course 
of the year as well as continuing to upgrade and maintain its existing 
infrastructure total net capital additions of £498 million 2011 
£368 million were made during the year
we analyse capital expenditure between ‘maintenance’ and 
‘investment’ expenditure maintenance capital expenditure is the 
capital required to replace the existing capital base investment 
capital expenditure enhances the capacity or efﬁciency of the 
group’s capital base
the main items of necessary ongoing capital expenditure are cobalt 
60 for applied sterilisation technologies as the radiation source for 
gamma sterilisation plants textiles for the linen business and general 
replacement of plant and machinery around the group
total maintenance capital expenditure was £227 million of which 
£66 million and £122 million was spent on cobalt and textiles 
respectively the remaining balance of £39 million comprised plant 
and machinery principally within the linen and applied sterilisation 
businesses 
this year saw a rise in investment capital expenditure to support the 
growing applied sterilisation business we incurred construction 
costs of £149 million on new and expanded facilities within the 
americas we have spent £7 3 million on two new ethylene oxide 
facilities one in costa rica and the other in florida as well as an 
additional electron beam facility in costa rica investments in 
europe consisted of £61 million for a new gamma radiation facility in 
marcoule france and an additional ethylene oxide chamber in venlo 
netherlands costs have also been incurred on the construction of a 
new ethylene oxide chamber in malaysia 
within the uk we have incurred costs of £58 million completing the 
new shefﬁeld hospital sterilisation facility and constructing facilities to 
support the new contracts for the north lincolnshire and goole trust 
and the united lincoln hospitals trust other investments include 
£29 million of additional cobalt £19 million on plant and machinery 
and £17 million on our erp implementation project
35 financing
the movement in ﬁnancing is primarily due to acquisition funding
4 acquisitions
on 7 april 2011 the group acquired beamone the largest provider 
of outsourced electron beam services in the us the initial cash cost 
of the acquisition was £165 million us267 million together with 
deferred contingent cash consideration of up to a maximum of 
£123 million us200 million the contingent cash payments are 
dependent on the delivery of ﬁnancial performance targets for the 
year to 1 april 2012 the acquisition gave rise to goodwill of 
£144 million this is £14 million higher than the goodwill disclosed 
within our 2011 interim statements due to two factors a £31 million 
increase to our calculation of fair value ascribed to customer 
relationship intangible assets and a £45 million increase to total 
consideration due to the incorrect inclusion of florida ethylene oxide 
startup costs within the assessment of the fair value of deferred 
contingent consideration payable at the acquisition date which was 
concluded in the ﬁrst half of the year in the 2012 interim statements 
we will restate the fair value of the acquisition resulting in an 
increase to goodwill of £45 million in the 2011 comparative period 
intangible assets arising on the acquisition have been recognised at 
£110 million and will be amortised on a straightline basis over their 
expected lives
on 11 july 2011 the group acquired sinagama ii technologies sdn 
bhd ‘sterilgamma’ a provider of applied sterilisation services in 
malaysia the consideration was £123 million myr 593 million 
the acquisition gave rise to goodwill of £11 million intangible assets 
arising on the acquisition have been recognised at £35 million and 
will be amortised on a straightline basis over their expected lives
financial statements governance business review overview 22   synergy health plc annual report  financial statements 2012
on 19 march 2012 the group acquired leoni studer hard ‘lsh’ 
from leoni ag lsh operates a gamma radiation and xray facility 
in switzerland the consideration was £410 million €483 million 
the acquisition gave rise to goodwill of £140 million intangible 
assets arising on the acquisition have been recognised at £99 million 
and will be amortised on a straightline basis over their expected lives
on 21 march 2012 the group acquired msi surgical solutions llc 
‘msi’ an operator of a hospital sterilisation facility in the us for a 
cash consideration of £39 million us62 million the acquisition 
gave rise to goodwill of £15 million intangible assets arising on 
the acquisition have been recognised at £19 million and will be 
amortised on a straightline basis over their expected lives
5 net debt and funding
51 net debt
net debt increased by £612 million to £1735 million the increase 
was principally a result of funding the acquisitions of beamone 
sterilgamma lsh and msi the acquisitions were funded from our 
committed bank facilities 
the movement in the net debt is reconciled below
t able 3 movement in net debt
£m
net debt as at 3 april 2011 1123
exchange rate impacts 30
free cash ﬂow 415
investment capital expenditure 27 1
acquisitions 708
dividends paid 92
proceeds from share issues 14
net debt as at 1 april 2012 1735
52 funding
the group reﬁnanced its main committed bank facility in july 2011 
signing a new ﬁve year unsecured multicurrency revolving facilities 
agreement our new facilities consist of a sterling denominated 
multicurrency facility of £105 million and a euro denominated 
multicurrency facility of €130 million
on the 1 june 2012 the group signed a two year euro denominated 
multicurrency facility of €18 million with the same covenants as in 
the july 2011 agreement 
the group remains comfortably within its lending covenants
the debt is held mainly in sterling euros and united states dollars 
with the currency mix and the level of ﬁxed interest debt within each 
currency as at 1 april 2012 being as follows
t able 4 composition of gross debt as at 1 april 2012
level of debt  
£m
level of ﬁxed  
interest debt  
£m
sterling 810 95
euros 860 02
us dollar 294 219
other 08 –
total 197 2 316
6 pensions
at the start of the year the group operated ﬁve ﬁnal salary schemes 
three in the uk one in the netherlands and one in germany during 
the year the acquisition of lsh in switzerland brought an additional 
scheme into the group the group also operates several deﬁned 
contribution schemes
in the uk the group is required to maintain a ﬁnal salary pension 
scheme for employees who have transferred from the nhs which 
has to be acceptable to the government actuary’s department 
with the exception of nhs transfers and the scheme in switzerland 
the group’s deﬁned beneﬁt schemes are closed to new entrants 
the three uk schemes are closed to future accruals with active 
members transferred to deferred status and invited to join the 
group’s uk deﬁned contribution scheme
at 1 april 2012 the net liability arising from our deﬁned beneﬁt 
scheme obligations was £183 million 2011 £123 million on a 
pension scheme asset base of £519 million a fall in the discount 
rate used to calculate the liabilities results in an increase in liabilities 
that is only partially offset by an increase in the asset base the latest 
triennial review will be undertaken this year and we expect to agree 
any changes to funding levels with the trustees by the end of 
march 2013
t able 5 deﬁned beneﬁt pension schemes
year ended  
1 april 2012  
£m
year ended  
3 april 2011 
 £m
synergy healthcare plc retirement 
beneﬁts scheme 19 12
shiloh group pension scheme 26 10
vernon carus limited pension and 
assurance scheme 106 82
isotron bv pension and 
assurance scheme 22 13
germany – gsp 05 06
switzerland – lsh 05 –
balance sheet liabilities 183 123
gavin hill 
group finance director
7 june 2012
business review
financial review 
continued synergy health plc annual report  financial statements 2012   23
the beneﬁts and importance of robust and proactive risk 
management are clear with risk management enabling the group 
to achieve its strategic objectives and protect and enhance our 
assets and reputation 
over the last year additional health and safety resource has been 
introduced and a new director of risk management appointed to 
strengthen the group’s approach to managing risks effectively 
we have commenced a thorough review and further development 
of our risk management systems to improve global consistency 
and enhance business resilience
risk management at synergy health plc
the senior executive board ‘seb’ has the ultimate responsibility 
for risk management this responsibility is cascaded into the 
organisation through the regional and functional leadership teams 
risk management supports the group’s vision to build a lasting 
reputation and our core values by
•  building and protecting the group’s reputation by championing 
a responsible approach to business
•  achieving brand and business resilience supported by effective 
risk management
•  developing the culture and capability across the group to manage 
changing risks and opportunities and
•  ensuring the safety and well being of employees and others who 
could be affected by our business activities
the risk management strategy is to enable and support each facility 
and business function to manage its own risks this is accomplished 
by embedding risk management into the culture of the group and 
translating risk management into operational ownership deﬁning 
clear responsibilities and measuring risk management performance
a review of health safety and risk management systems has been 
completed and a number of enhancements have been proposed 
the recommended improvements include a new risk management 
framework developing risk management information and training 
platforms enhancement of global business continuity plans and 
strengthening internal assurance processes
risk management achievements in the last year include
•  globalising the group insurance programme achieving consistency 
of cover and leveraging scale
•  implementing global incident and crisis reporting processes and
•  establishing a global work group advising the group on the safe 
use of ethylene oxide
corporate risk management
key risks within each business area are managed in a consistent and 
structured manner and reported at the seb and the group’s audit 
committee accountability for managing risks rests with the business 
leadership
corporate risk management provides tools support and challenge to 
the leadership teams within the regions and functions in connection 
with managing risk corporate risk management processes are 
included in an ongoing review with the aims of
•  challenging the quality of risks identiﬁed
•  challenging the effectiveness of policies standards training and 
other controls 
•  challenging the appropriateness of actions to improve the 
transparency of riskbased decision making and
•  maximising the value to the business of risk management beyond 
meeting compliance requirements 
health and safety
staff safety remains a key priority for synergy we recognise the need 
to manage safety with a riskbased approach safety policies and risk 
management systems are in place 
although the group has had safety standards and procedures 
in place for many years we constantly strive to improve the risk 
management team with the support of internal colleagues has 
commenced a thorough review of existing safety standards with the 
objective of creating consistency across the group these standards 
will be supported by revised guidance materials and training 
incidents and claims
in spite of the risk management and safety systems that have been 
developed and deployed a relatively small number of accidents 
incidents and claims are inevitable minor accidents including slips 
trips and falls cuts and lacerations are the leading cause of injuries 
to employees and the risk management team is continuing to work 
in close partnership with the business and our insurers to focus on 
practical methods for further reducing this risk
risk ﬁnancing
the group’s operations have become increasingly global within 
the last year the group has embarked on the globalisation of its 
insurance programme with south africa china malaysia thailand 
netherlands ast france the united states and switzerland being 
successfully incorporated in to the global programme
the group’s insurance programme was renewed on 30 april 2012 
the globalisation of the programme is nearly complete with the 
remaining territories netherlands linen germany and costa rica 
joining the programme at their next renewal date the group 
insurance programme provides greater consistency of insurance 
cover as well as supporting cost leadership
bribery act 2010
the group is committed to carrying out our business ethically and 
in line with good business practices following the enactment of the 
bribery act 2010 the group has fully reviewed its code of ethics and 
within that setting the policies relating to anticorruption gifts and 
corporate hospitality facilitation payments and political charitable 
and sponsorship payments
bribery act training has been comprehensively rolled out across the 
uk  ireland by facetoface meetings webbased training has been 
used to deliver the bribery act training to the other regions 
principal risks and uncertainties
the risk management strategy aims to address the risks and 
opportunities associated with the group’s strategic plan as part 
of the ongoing review and enhancement of the group’s risk 
management systems a new framework setting out how the group 
identiﬁes responds and reports on risk performance was agreed in 
march 2012 
this strategy which follows the broad requirements of iso 31000 
‘risk management – principles and guidelines’ translates the 
ownership of risks and performance measurement into clear 
operational objectives
financial statements governance business review overview
principal risks 
and uncertainties  24   synergy health plc annual report  financial statements 2012
the established risk groups continue to support the regular review of 
the risks facing each business sector and this collective approach 
is also being developed further to bring global internal expertise 
together by means of technologybased working groups the risk 
groups are intended to provide global and regional support on 
operational project management quality standards and risk 
management aspects of the relevant technology by offering 
a central repository of knowledge and best practice
strategic risk includes but is not limited to ﬁnancial commercial 
reputational operational property people project and compliance 
risks within these broad headings the key risks and controls include
financial
acquisition risks 
as the group continues to grow through acquisition the risk of 
inheriting legacy liabilities and debts remains a key uncertainty 
existing exposures include uk ﬁnal salary pension scheme 
deﬁcits for the former shiloh and vernon carus parts of our business 
and legacy employee compensation claims for noiseinduced 
hearing loss
the risks associated with potential acquisitions are mitigated 
through extensive due diligence checks to ensure that opportunities 
for strategic growth are balanced against ﬁnancial risks other 
associated mitigation activities have included the closure of the 
ﬁnal salary pension schemes and proactive identiﬁcation of 
relevant past insurers in order to effectively manage legacy 
employee liability claims 
financial control and reporting 
global expansion into additional territories and markets increases the 
need for robust ﬁnancial control and reporting regional tax regimes 
and currency markets present additional complexities accurate 
ﬁnancial reporting in line with group requirements is essential to 
ensuring that ﬁnancial performance and longterm shareholder value 
remain on track
mitigation is primarily based on ensuring that the group invests in 
and retains employees with comprehensive ﬁnancial and regional 
experience the group’s recruitment and leadership programmes 
are an important element of recruiting and developing the right talent 
local professional advisors who have worked with the group over 
a number of years provide additional assurance that regional 
requirements are fully complied with
as the group operates in a number of different countries and 
currencies it is subject to movements in the exchange rates 
between a number of different currencies the group’s policy is to 
ensure that its income statement is not disproportionately impacted 
by such exchange rate movements the method used to achieve 
this is to borrow in each major currency in proportion to earnings 
revaluations of foreign currency loans are hedged through reserves 
against the retranslation of the group’s foreign denominated assets
‘project olympic’ has seen the launch of a new global ﬁnancial 
system the implementation of which will continue in 2012 providing 
enhanced ﬁnancial reporting and cost leadership
the ﬁnancial performance of regional business units against the 
group’s strategic objectives is subject to regular peer review through 
the regional management structure
commercial
commodities 
the cost of energy and demand for raw materials continue to 
increase and are inﬂuenced by geopolitical unrest and natural 
catastrophes the economic recession also continues to be 
challenging in respect of prices and margins across all business 
sectors and associated logistics services
mitigation includes energy management programmes and strategic 
commodity procurement in order to ensure continuity of essential 
supplies and effective cost management 
business retention and expansion 
challenging trading conditions cost cutting in healthcare sectors 
and the ongoing economic recession provide uncertainties but also 
opportunities for the group 
the risks are mitigated and associated opportunities optimised 
by the group maintaining effective cost leadership combined with 
excellent levels of service and quality cost leadership service levels 
and quality continue to be key differentiators in the healthcare 
market and the group continues to attract and retain business
reputational
loss of reputation 
whilst damage to reputation may be considered a consequence of 
other risks materialising the group takes the broader view that brand 
reputation is critically important loss of reputation would signiﬁcantly 
impact on the group’s ability to retain and grow the business
mitigation is primarily through maintaining and enhancing the 
group’s existing good reputation through our commitment to being 
a responsible and ethical business protecting the brand in the event 
of a crisis is reliant on robust crisis response and business continuity 
planning the global crisis response plan has been reviewed in the 
year and business continuity plans will be subject to detailed review 
next year
operational
quality assurance 
the group provides services to highly regulated markets which 
operate to a range of internationally recognised quality standards 
our business also relies on maintaining the highest level of quality 
assurance to protect patient safety failing to meet quality standards 
would have a signiﬁcant impact on our business and reputation
mitigation of these risks depends on having clearly established 
quality control processes in place together with ongoing review 
and procedures for implementing corrective actions where issues 
or improvements are identiﬁed the group has developed a regional 
quality assurance structure which has been further enhanced this 
year by the appointment of a global quality director the group 
adopts an approach of continuous improvement of its quality 
assurance procedures
business continuity 
the loss of operational capacity due to the unexpected loss of one or 
more facilities is potentially signiﬁcant consequently stakeholders’ 
expectations regarding business continuity planning are increasingly 
critical elements of their assurance and contractual requirements
business review
principal risks 
and uncertainties 
continued synergy health plc annual report  financial statements 2012   25
mitigation is achieved through the continual development review 
and testing of business continuity planning in addition to meeting 
required safe working ﬁre safety and maintenance requirements 
all facilities have localised emergency response plans in place which 
aim to minimise any disruption caused by incidents or plant failures 
the risk management team is also working in partnership with 
insurers and other partners to review and enhance the group’s 
business continuity and disaster recovery plans
it infrastructure 
information technology is an integral part of synergy’s business 
and operational systems the failure of key it systems would have 
signiﬁcant impacts on business performance there are a number 
of legacy and bespoke systems within the group which have been 
assessed as higher risk in terms of becoming difﬁcult to support 
and providing the required level of consistency and capacity across 
the business
mitigation is being achieved through the new appointment of an 
it director at the end of 2011 and the implementation of refresh 
projects to address the greatest areas of concern the key aim of 
these projects which includes the second phase of ‘project olympic’ 
to migrate applied sterilisation control systems is to ensure that 
critical systems can be fully supported are sustainable and provide 
scalability as the business continues to grow the projects also offer 
added value through improving consistency and cost leadership
it systems and procedures are in place to support business 
continuity through the secure backing up of data and ensuring 
information security
property 
fire safety 
the principal property risk is ﬁre within linen management facilities 
owing to the abundance of fuel sources a ﬁre incident at one of 
these sites could quickly escalate to a major conﬂagration leading 
to total loss of the property and equipment
mitigation relies on high standards of housekeeping and ﬁre 
protection the group has comprehensive ﬁre safety procedures 
and works closely with the ﬁre authorities to identify and control 
ﬁre hazards
people
loss of critical knowledge 
the group has built its reputation on providing expertise across a 
range of specialist outsourced services the group differentiates itself 
by offering exceptional support to its customers and this demands 
that the group attracts and retains the highest calibre of people 
across its businesses although employee turnover is very low the 
impact of losing knowledge and experience from the group is still 
considered sufﬁcient for this to remain a key risk 
mitigating this risk through providing an attractive and stimulating 
working environment with opportunities for individuals to grow and 
develop ensures that the group is well placed to continue to grow 
successfully in both existing and new markets the group has 
well established graduate leadership and personal development 
programmes and has recently supplemented these with a global 
employee performance review system
loss of key person 
celebrating its 20th anniversary this year the group retains much of 
its original purpose and the founder of the group remains the group 
chief executive ofﬁcer in addition there are a number of other 
individuals who are integral to the business the loss of any of these 
key people could impact on shareholder value and the future 
success of the business
whilst it is difﬁcult to fully mitigate the consequences of losing leaders 
and others who might be viewed by stakeholders as being essential 
to the business the group aims to reduce the potential impact on the 
group through succession planning and maintaining a strong senior 
management team
project
failure to complete projects on time or budget 
the success of major projects for example project olympic 
is deemed critical to meeting the group’s strategic objectives 
the failure of a project may have ﬁnancial commercial reputational 
operational and compliance implications poor project planning 
also increases the opportunity for bribery and facilitation payment 
demands which pose signiﬁcant exposure under increasingly strict 
anticorruption legislation
mitigation 
the risks associated with all major projects need to be clearly 
identiﬁed and effectively controlled including comprehensive 
planning and realistic timescales the group applies its established 
risk review processes to all major projects to ensure that risks are 
identiﬁed evaluated and reviewed through the life of the project
compliance
changes in legislation 
the group operates across a number of territories with different laws 
and codes in addition regulation particularly relating to the 
environment safety and corporate governance is subject to change 
with increasingly higher levels of compliance required legislation 
including the bribery act 2010 is introducing higher standards for 
global companies and their ofﬁcers keeping pace with and 
understanding the changing requirements of local legislation across 
the regions is essential to achieving compliance
mitigation depends on ensuring that the regions have ownership of 
local compliance supported by risk management oversight to ensure 
that legislative changes are highlighted and effectively implemented 
the group’s aim is to ensure that its policies and standard operating 
procedures set best practice thereby ensuring compliance 
with legislation
risk management journey and next steps
the changes in risk management at synergy over the last year are 
intended to provide a greatly improved increasingly proactive and 
embedded risk management capability across the organisation
we will continue to strive for excellence in risk management and in 
the next year our key initiatives are to
•  develop a framework for risk appetite and deﬁne the group’s 
risk appetite
•  develop and implement more consistent safety standards globally
•  implement a risk management assurance process
•  implement a risk management information and reporting system and
•  implement a training platform and develop a blended learning offer
financial statements governance business review overview 26   synergy health plc annual report  financial statements 2012
an introduction from the group ceo
in 2011 i was delighted to announce the creation of two teams one 
that covers corporate social responsibility ‘csr’ and another that 
focuses on developing our internal brand identity both teams report 
to the plc and senior executive boards and have made strong 
progress in the past year
our csr team is tasked with developing groupwide policies that will 
see synergy more engaged with its local communities reducing the 
impact of its operations on the environment and creating a positive 
workplace for its employees as the employees at synergy are those 
who make the real difference we built our csr strategy taking into 
account their thoughts and ideas
employees collectively chose not to support one sole charity and 
the team instead focused its efforts on promoting charitable activity 
amongst the group i was pleased to see so many employees actively 
participating in fundraising events towards the end of last year such 
as ‘wear it pink’ day for the breast cancer campaign last november
our success is ultimately derived from the people that we have 
within our group and we are committed in ensuring they receive the 
training support and development opportunities which they deserve 
across all job roles and regions in addition we continue to review 
and strive to improve our working environment in support of our 
diversity policy with these areas in mind the group has recently 
undertaken an employee engagement survey and collective 
responses will be measured against synergy’s leadership model 
which sits alongside our brand values
one of the key objectives for our branding team was to develop our 
internal brand identity to create a sustainable groupwide culture 
that lives beyond a small number of senior leaders in our business 
the internal branding project has been successfully rolled out across 
the group alongside the rebranding of our legacy brands such as 
isotron and vernon carus into synergy
synergy was awarded carbon trust accreditation in october 2010 
and i am pleased to report that we have reduced our energy and 
carbon usage per unit once more in this ﬁnancial year in addition the 
team has begun to standardise waste and recycling controls across 
the group increasing the number of recycling facilities in our sites 
for the upcoming ﬁnancial year we will continue to improve 
our participation in charitable activity by establishing regional 
ambassadors to drive such events in addition we will use the 
employee engagement survey results to help deﬁne a strategy to 
make further progress towards living by the brand values we set 
community relationships
charitable partnerships  
and giving
employee fundraising
community projects
using our knowledge
educating others
help to healthcare
workplace environment
our values 
training and development
diversity 
health and safety
risk management
quality management
environmental issues
energy and carbon reduction
transport pollution
recycling
materials 
waste management
community relationships
the csr team has focused on improving charitable activity within 
the group through promoting both individual and team events 
the company has launched its own justgiving page to promote 
charitable activity internally helping our employees reach 
charitable fundraising targets you can visit our justgiving page 
at wwwjustgivingcomcompanysynergyhealthplc
there have been a number of local and regional based fundraising 
events across the group our main achievement was to raise over 
£1200 for breast cancer campaign when our employees took 
part in ‘wear it pink’ day in november 2011
using our knowledge
our vision is to build a lasting reputation as the trusted experts in 
global heathrelated markets by differentiating our services and 
products through the way we work 
innovation is one of synergy’s four core values and we look to build 
strategic partnerships with healthcare organisations to promote 
continuous development in the industry globally throughout the year 
we have been involved in many exhibitions training and educational 
events sharing our knowledge and expertise with the industry
during the year our applied sterilisation technologies staff have 
presented at key conferences on a number of subjects including 
risk management cost of compliance biodegradable polymers 
alternative methods of contamination control and radiation effects
synergy’s ability to achieve its 
objectives is based not simply on 
how synergy makes its customers feel 
but also how the wider communities in 
which it operates feel about the group
business review
corporate social 
responsibility synergy health plc annual report  financial statements 2012   27
for support to aid healthcare development in china synergy was 
invited to attend an award ceremony in london for the king charles 
medal 2011 in conjunction with this event synergy hosted a visit 
to our facilities in london organised with the chinabritain business 
council cbbc
our facility in thailand won an award for safety and environmental 
operations within the radiation industry the award was issued by 
the thai ofﬁce of atoms for peace oap during its 50th anniversary 
synergy health thailand was the only contract irradiator who 
achieved the award which was presented by the minister of science 
and technology for thailand
one example of our work in the community is the student 
educational day held by our applied sterilisation technologies 
team the day was held in conjunction with the swindon academy 
sixthform students enjoyed a tour of our gamma irradiation facility 
and laboratories as well as receiving presentations from key 
personnel from the business in addition to our education days 
our senior management team has been active in providing talks and 
advice for university students looking for recruitment opportunities in 
the upcoming year
we look to build on these achievements by continuing to offer 
educational days for local schools and by building stronger 
relationships with hospitals and other organisations in the 
healthcare industry
workplace environment
our values
achievement – we believe our success comes from our focus on 
exceeding expectations and our commitment to go that extra mile 
however small the difference may seem
accountability – we take personal responsibility for our actions and 
are equipped to take the right course of action
integrity – we believe that the way we work is as important as what 
we do we care deeply about the quality of our work and inspire trust 
by delivering on promises
innovation – we achieve the best possible results by working with 
customers to develop new ways of solving problems and reducing risk 
our ethics policy can be found online at  
httpwwwsynergyhealthplccominvestorrelationscodeofethicsaspx
training and development
our employees are a critical component of our continued success 
and it is vital that we attract and retain talented and committed 
people our human resources department works closely with 
managers and employees to meet their aspirations for personal 
growth and development our organisation capability review has 
evolved to assess the management team’s performance against our 
leadership competencies in addition we hold a number of internal 
development centres and workshops and assist them to create 
development plans our employees have semiannual and annual 
performance reviews
at our senior executive board meetings a minimum of four talent 
reviews are undertaken per year where the board discusses the 
talent within the business with a view to how they can develop them 
further we recruited a further seven graduates in 2011 across the 
uk  ireland and europe  middle east regions providing a powerful 
example of our strategy to grow and develop our talent pool
we are expanding the use of 360degree feedback in all business 
areas and using development centres to monitor the skills and 
development areas of our employees over the coming year we will 
be rolling out a new performance management system which will 
directly assess our employees against the leadership model helping 
to identify future leaders for the business
employee engagement
employee engagement is important to the success of our business 
and we have a number of systems in place that enable us to 
understand the views of our employees these include employee 
forums works councils and engagement surveys
the csr team contacted employees to understand how they felt 
the team should focus its efforts for the programme we recently 
launched an employee engagement survey to understand the 
perception of our business in relation to our leadership model 
which ﬁts alongside our brand values 
the company has a senior leadership community which involves 
80 managers from across the group the community has been 
established to encourage crossfunctional working practices and 
ensure that information and expertise is shared across the different 
businesses along with engaging management to develop their 
leadership skills we are looking to increase the visibility and 
interaction of senior management across the business 
achievement
accountability
integrity
innovation
thinking
analytical thinking
innovation
information seeking
organisational awareness 
and alignment
technical and 
professional expertise
driving
forward 
customer focus
commercial accumen
initiative and proactivity
planning and organising
focusing on results
developing self
and others
adaptability
concern for accuracy
decisiveness
resilience
selfdevelopment
development and 
coaching others
leading and
interacting
communication
inﬂuencing and persuading
interpersonal skills
relationship building
teamwork
leadership
our values
financial statements governance business review overview 28   synergy health plc annual report  financial statements 2012
diversity at work
our leadership embraces diversity creating the right environment 
for people from all walks of life to contribute to our pool of talent 
we passionately believe that our future success is dependent on 
attracting and retaining people from a crosssection of our 
communities and that we will create competitive advantage for 
synergy we promote a supportive and inclusive culture for all our 
employees and thirdparty business partners however we also 
recognise that there is a need to create the right environment to 
support our diversity strategy and the senior leadership of synergy 
together with the csr team are looking at how we develop our 
business to improve its attractiveness to new recruits as well as 
to provide support networks for minority groups within our business 
to positively support their personal development
senior leadership
during the year we welcomed both constance baroudel and liz 
hewitt to the plc board within our senior leadership community 
which represents our top global 80 leaders women represent just 
14 of the community although we are not intending to set targets 
we are ensuring all that our people who have senior leadership 
potential are given adequate support and that there are no artiﬁcial 
barriers to impede their career development within synergy we take 
a similar view towards ethnicity where we believe we would beneﬁt 
from a much more diverse population of senior leaders
age
the age proﬁle by region is set out below and the data is used for 
development and succession planning to ensure the long term 
sustainability of the group
uk  ireland
total
europe 
middle east
asia  africa
americas
60  over
5059
4049
3039
under 30
100
80
60
40
20
0
gender
we promote a supportive and inclusive culture within our business 
with equal opportunities for both genders across the whole group 
53 of our workforce are women
uk  ireland
total
europe 
middle east
asia  africa
americas
male
female
100
80
60
40
20
0
quality management
synergy is heavily regulated by international healthcare standards 
and our facilities are certiﬁed to the applicable standards by 
internationally recognised ‘notiﬁed bodies’ across all regions
we are routinely inspected by regulatory bodies such as the 
us food and drug administration and the medicines and healthcare 
products regulatory agency and all our facilities across all regions 
have implemented effective quality management systems which are 
maintained by full time quality professionals
we take pride in the level of quality compliance we achieve and 
this is valued by our customers especially the hospitals and 
multinational healthcare medical device manufacturers that use 
our services
all of our hospital sterilisation services sites are ce certiﬁed and 
comply with the appropriate clauses of the european medical 
device directive
our applied sterilisation sites are certiﬁed to en iso 13485 which 
is mandatory for the processing of ce marked medical devices 
in addition each of the en iso 13485 certiﬁcates references in the 
scope of certiﬁcation the speciﬁc iso sterilisation standard that is 
relevant to the sterilisation technology applied at the site this gives 
added assurance to our customers of the authenticity and validity of 
the service we provide
we are currently embarking on an initiative to harmonise the key 
elements of our quality management systems across the group to 
ensure consistent quality irrespective of the location of the facility 
during the process we will also identify areas of best practice 
across the group and ensure implementation at all sites creating a 
mechanism for continual improvement
we have a pool of technical expertise within our management team 
and we harness this expertise using technical working groups to 
continue to develop and improve our quality management system 
in addition this expertise can be called upon to help ﬁnd solutions 
for customers in relation to the processing of their product at 
synergy we have a philosophy of entering into a mutually beneﬁcial 
partnership with our customers to ensure that we deliver service 
excellence every time we process their products
we have successfully certiﬁed several new hospital sterilisation 
services sites this year in the uk in shefﬁeld grimsby and 
london in applied sterilisation technologies we have developed 
new sites and increased the capacity of existing sites each of 
these developments has been subject to a rigorous process 
of commissioning and validation prior to the commencement of 
customer product processing we are fully committed to providing a 
quality service in all regions and all aspects of our business we strive 
to continuously improve our quality systems to beneﬁt our wide and 
diverse customer base
business review
corporate social responsibility  
continued synergy health plc annual report  financial statements 2012   29
environmental performance tables
utility consumption mwh 2012 2011 variance 
electricity 54200  43700 240
gas 141700  136900 35
oildiesel 1100  1300 –154
totals 197 000  181900 83
carbon emissions grams of co2 per unit of output 2012 2011 variance 
uk  ireland 203 215 56
europe  middle east 207 220 59
asia  africa 341 405 158
environmental issues
energy and carbon reduction
we are committed to ensuring that our services minimise their impact 
on the environment we will always have a need for a substantial level 
of energy use given the nature of our services but we continue to 
reduce carbon emissions and our environmental impact per unit 
our initiatives have resulted in some substantial reductions in our 
carbon footprint this year as well as external recognition for our 
efforts and approach
utilities
on a likeforlike basis we have reduced total consumption of utilities 
by 12 this is largely due to a fall in gas and oil consumption 
however our acquisitions in the us switzerland and malaysia as 
well as new facilities elsewhere have acted to increase utility 
consumption by 83
carbon management
our key measure of progress in carbon management is the year on 
year change in relative emissions per unit of output the performance 
in 2012 for reduction of relative carbon emissions continues to see 
good progress towards our overall goal of reducing relative emissions 
by 20 in 2013 analysis shows that there has been signiﬁcant 
improvement in the relative emissions for each of our regions for 
which data is available 
there has been a strong performance in the uk and ireland region 
where relative emissions for 2012 are 56 better than the previous 
year the improvement has been driven by signiﬁcant improvements 
in the ast and hss businesses
overall performance in europe  middle east region across ast 
and linen management businesses saw a reduction in the relative 
emissions of 59 asia  africa despite the addition of a new 
business in malaysia and an increasingly busy unit in suzhou 
has improved relative emissions by 158 over 2011
no ﬁgures are presented for our americas region since it was only 
formed during 2012 with the acquisition of beamone and msi 
and therefore comparable data is not available 
the table above shows relative carbon emissions across the 
business
transport pollution
transportation is pivotal to our services especially in ensuring a 
fasttrack turnaround for our customers each of our facilities has an 
objective to provide our logistics services as efﬁciently as possible 
and there have been a number of local projects to help operate our 
services more efﬁciently the organisation continues to operate a 
company car policy which strictly deﬁnes required emission levels 
the business continued to expand its video conferencing technology 
to reduce the need for travel the americas and the new corporate 
ofﬁce in pall mall have had video conferencing units installed to 
conduct longdistance meetings efﬁciently
recycling and waste management
the group complies with its waste management obligations 
more recycling facilities have been made available in the past year 
and we will look to continue our efforts in the new ﬁnancial year 
we are looking to standardise our waste and recycling contracts 
as they expire to ensure all facilities have the recycling and waste 
collections that are necessary
financial statements governance business review overview 30   synergy health plc annual report  financial statements 2012
governance
board of 
directors
robert lerwill  
nonexecutive chairman
robert was appointed as a 
nonexecutive director of the company 
in january 2005 and chairman in 
september 2010 he is currently a 
nonexecutive director and chairman 
of the audit committee of bat plc and 
nonexecutive director and chairman 
of the audit committee of transcom 
worldwide sa until november 2008 
robert was chief executive of aegis 
group plc between 1997 and 2003 
robert was an executive director of 
cable  wireless plc and prior to that 
was group finance director of wpp 
group plc robert qualiﬁed as a 
chartered accountant with arthur 
andersen he is chairman of the 
company’s nomination committee 
and a member of the remuneration 
committee robert will retire from the 
board on 7 june 2012
richard steeves 
group chief executive
richard founded the business in 1991 
and was appointed chief executive 
in 1992 previously he was corporate 
development manager for braithwaite 
plc a plant hire company and 
associate consultant with strategic 
consultants lek consulting richard 
has a phd in biochemistry from 
st john’s college cambridge and 
a bsc 1st class hons in human 
physiology from the university 
of british columbia in vancouver 
canada richard is a companion of 
the chartered management institute
gavin hill 
group finance director
gavin joined the group as finance 
director in april 2010 he was 
previously director corporate finance 
for serco group plc following a 
number of divisional finance director 
and commercial roles prior to serco 
gavin worked for syngenta ag and 
astrazeneca plc in both finance 
and corporate treasury gavin is a 
chartered accountant and associate 
member of the association of 
corporate treasurers
sir duncan k nichol 
nonexecutive director
duncan became a nonexecutive 
director in november 2002 he 
was chief executive of the national 
health service management 
executive between 1989 and 1994 
and a nonexecutive director of bupa 
between 1994 and 2002 duncan 
is currently chairman of lorica 
employee beneﬁts ltd and a 
nonexecutive director of deltex 
medical group plc the christie nhs 
foundation trust and ukas he is 
also chairman of skills for justice and 
the academy for healthcare science 
he is a member of the audit 
remuneration and nomination 
committees duncan will be 
appointed as chairman of the 
board on 7 june 2012
constance baroudel 
nonexecutive director 
constance was appointed to the 
board as a nonexecutive director 
in september 2010 she is currently 
the group director of strategy and 
business development at de la 
rue plc prior to de la rue she was 
a senior consultant for strategic 
decisions group constance attended 
l’institut d’etudes politiques de paris 
where she majored in corporate 
ﬁnance and international relations 
constance also has an msc in 
international accounting and 
finance from the london school of 
economics constance is chairman 
of the remuneration committee 
and a member of the audit and 
nomination committees
liz hewitt 
nonexecutive director 
liz hewitt was appointed to the 
board as a nonexecutive director 
in september 2011 and is chairman 
of the audit committee and a member 
of the remuneration and nomination 
committees she is also a non
executive director and member of 
the audit committee of novo nordisk 
as she has previously been a 
nonexecutive director of an nhs trust 
and a trustee of cancer research uk 
liz was group director corporate 
affairs of smith  nephew plc from 
2004 to 2011 she worked for 3i group 
plc for 18 years as an investor and 
ﬁnally as corporate affairs director liz 
was seconded to the uk government 
in 2006 where she was involved in 
establishing the enterprise capital 
fund she qualiﬁed as a chartered 
accountant with arthur andersen  
co and has a degree in economics 
from university college london synergy health plc annual report  financial statements 2012   31
financial statements governance business review overview
our executive 
team
adrian coward 
ceo uk  ireland
adrian joined the group in 2004 as 
director of it and was later appointed 
managing director for the uk hss 
division adrian previously worked 
for a scientiﬁc and it consultancy 
company providing solutions to 
engineering and rd companies 
adrian has a bsc in mathematics and 
a phd in applied mathematics adrian 
was appointed ceo uk  ireland in 
june 2010
marcello smit 
ceo europe  middle east
marcello joined lips textielservice 
holdings bv lts following 
completion of his postgraduate 
studies in economics at the university 
of amsterdam he has held various 
management positions in the 
organisation and was also a director of 
a joint venture healthcare foundation 
marcello was appointed chief 
executive of lts in 1997  he was a 
member of the plc board between 
november 2005 and september 
2010 marcello was appointed ceo 
europe  middle east in june 2010
niclas olsson 
ceo asia  africa
niclas was appointed ceo of the asia 
 africa region in june 2012 niclas 
worked for getinge group for 10 years 
in a variety of management positions 
culminating in ﬁve years as president 
of getinge china his speciality is 
infection control in emerging markets 
with experience in eastern europe 
india south east asia and china 
prior to joining getinge he was 
marketing director of sanminasci 
a world leading outsourcing company 
and business area manager industrial 
automation for mannesmann rexroth 
in sweden niclas has a mechanical 
engineering degree and is a graduate 
of the university of lund
glenn thibault 
ceo americas
glenn was appointed ceo of the 
americas in april 2011 glenn has 
over 20 years of experience in the 
medical device manufacturing and 
sterilisation arenas his previous 
responsibilities included manager 
of quality operations for the denver 
colorado service centre and 
corporate director of quality prior 
to joining beamone he was north 
american medical manager of tuv 
as well as quality assurance manager 
for conmedaspen labs he has 
served as a member of the aamiiso 
radiation sterilization board aami
iso microbiology board and on the 
hima subcommittee on sterilisation 
glenn is a graduate of the university 
of north carolina with a degree 
in microbiology
paul santing 
group commercial director
paul joined the senior executive 
board of the group in 2007  following 
the acquisition of isotron plc 
as a qualiﬁed industrial pharmacist 
paul joined opggroup in 1985 
and for 13 years he was active in 
the pharmaceutical division in 
various manufacturing and sales 
and marketing roles and joined 
gammaster group in 1988 as 
business development manager 
from 2000 onwards he became 
president of the gammaster group 
and in 2002 joined the executive 
board of isotron plc paul has a 
masters degree in pharmacy from the 
university of amsterdam paul was 
appointed group commercial director 
in june 2010
tim mason 
group company secretary
tim joined the group in september 
2009 he was previously group 
company secretary of compass 
group plc as well as being director 
and company secretary of their uk 
and ireland holding company 
previously tim held senior corporate 
secretariat positions with hp bulmer 
holdings plc amec plc and grand 
metropolitan plc tim is a fellow of the 
institute of chartered secretaries and 
administrators and holds an ma in 
professional administration tim is also 
secretary of the company’s audit 
remuneration and nomination 
committees
richard steeves  
group chief executive
gavin hill  
group finance director directors’ report 
the directors submit their annual report and the audited consolidated 
accounts of the company and its subsidiaries for the year ended 1 april 
2012 the corporate governance report set out on pages 35 to 39 forms 
part of the directors’ report 
principal activities and business review 
synergy health plc is a holding company its subsidiaries are grouped 
into four geographic regions and these are set out on pages 16 and 17 
the principal activities are the provision of outsourced healthcare 
support services and contract sterilisation services 
the business review comprises the chairman’s statement on page 12 
the chief executive’s report on page 15 and the finance director’s report 
on page 18 
a separate report on page 23 sets out the principal risks and 
uncertainties facing the group  
a further separate report on page 26 sets out corporate and social 
responsibility activities 
the chief executive’s report on page 15 sets out the main trends and 
factors likely to affect the future development performance and position 
of the group’s business 
issues with regard to the financial risk management objectives and 
policies of the group including hedging policy and the exposure of the 
company to price risk credit risk liquidity risk and cash flow risk are 
covered in the finance director’s report 
results and dividends 
there was a profit for the period after taxation amounting to 
£24821000 2011 £28799000 an interim dividend of £3774177 
2011 £3298000 was paid on 15 december 2011 a final dividend 
of £6195000 2011 second interim £5421000 is proposed by 
the board for the period ended 1 april 2012 the final dividend will 
subject to shareholders’ approval be paid on 6 september 2012 to 
shareholders on the register at 10 august 2012 a review of the group’s 
performance for the period ended 1 april 2012 is contained in the 
chairman’s statement the chief executive’s review and the finance 
director’s report 
share capital 
as at 1 april 2012 the company’s authorised share capital consisted 
of one class of 106000000 ordinary shares of 0625p each of which 
there were 55415682 ordinary shares in issue no shares were held 
in treasury at that date the authority granted to the company for 
the purchase of up to 5511247 ordinary shares remained in force 
and unused  
the rights and obligations attached to the company’s ordinary shares 
and restrictions on the transfer of shares in the company are set out in 
the company’s articles of association copies of which can be obtained 
from companies house in the uk or the company secretary  
shareholders are entitled to receive dividends when declared to receive 
the company’s reports and financial statements to attend and speak at 
general meetings of the company to appoint proxies and to exercise 
voting rights  
no person holds securities in the company carrying special rights with 
regard to control of the company the company is not aware of any 
agreements between the holders of securities that may result in 
restrictions on the transfer of securities or on voting rights unless 
expressly specified to the contrary in the articles of association of the 
company the company’s articles of association may be amended by 
a special resolution of the company’s shareholders 
the company issued 324900 ordinary shares of 0625p each during 
the period for an aggregate consideration of £1423000 in respect of 
options exercised under the company’s share option schemes no other 
shares were allotted by the company 
directors 
the present directors of the company are shown on page 30  
e a hewitt was appointed to the board on 1 september 2011 no other 
director served during the period r e lerwill retires from the board 
on 7 june 2012 with effect from 7 june 2012 d k nichol senior 
independent director will take up the role of chairman r e lerwill the 
outgoing chairman was not involved in the appointment of d k nichol 
as his successor in accordance with the recommendations set out in 
the uk corporate governance code all the elected directors will submit 
themselves for reelection at the annual general meeting e a hewitt 
having been appointed since the last annual general meeting submits 
herself for election details of the directors’ service contracts are given in 
the remuneration report on page 40 
the interests of the directors in the shares of the company as at 3 april 
2011 and 1 april 2012 were as follows 
 
1 april 2012 
ordinary shares  
of 0625p each 
3 april 2011
ordinary shares   
of 0625p each  
r m steeves 607815 2477674 
g hill 24300 16300 
r e lerwill  3000 3000 
d k nichol  – 
c f baroudel 735 – 
e a hewitt 2000 2000 
 or at date of appointment  
there was no change in the shareholding of any director between the 
end of the financial period and the date of this report details of options 
held by directors are contained within the remuneration report 
statement of directors’ responsibilities in respect of the annual 
report and the financial statements 
all the directors are responsible for preparing the annual report and the 
group and parent company financial statements in accordance with 
applicable law and regulations 
company law requires the directors to prepare group and parent 
company financial statements for each financial period under that law 
the directors are required to prepare the group financial statements in 
accordance with international financial reporting standards ‘ifrs’ 
as adopted by the eu and applicable law and have elected to prepare 
the parent company financial statements in accordance with uk 
accounting standards and applicable law uk generally accepted 
accounting practice  
under company law the directors must not approve the financial 
statements unless they are satisfied that they give a true and fair view of 
the state of affairs of the group and parent company and of their profit 
or loss for that period  
 
32   synergy health plc annual report  financial statements 2012
governance  
 
in preparing each of the group and parent company financial 
statements the directors are required to 
 select suitable accounting policies and then apply them consistently 
 make judgements and estimates that are reasonable and prudent 
 for the group financial statements state whether they have been 
prepared in accordance with ifrs as adopted by the eu 
 for the parent company financial statements state whether 
applicable uk accounting standards have been followed subject 
to any material departures disclosed and explained in the financial 
statements and 
 prepare the financial statements on the going concern basis unless it 
is inappropriate to presume that the group and the parent company 
will continue in business 
the directors are responsible for keeping adequate accounting records 
that are sufficient to show and explain the parent company’s 
transactions and disclose with reasonable accuracy at any time the 
financial position of the parent company and enable them to ensure that 
its financial statements comply with the companies act 2006 they have 
general responsibility for taking such steps as are reasonably open to 
them to safeguard the assets of the group and to prevent and detect 
fraud and other irregularities 
under applicable law and regulations the directors are also responsible 
for preparing a directors’ report directors’ remuneration report and 
corporate governance statement that comply with that law and those 
regulations 
the directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the company’s website 
legislation in the uk governing the preparation and dissemination of 
financial statements may differ from legislation in other jurisdictions 
employee engagement 
the group recognises the impact that positive employee engagement 
has on developing a culture of excellence maintaining organisational 
stability and fostering an environment in which people feel valued 
and included 
the group is an equal opportunities employer equal opportunities 
are offered to all regardless of race colour nationality ethnic origin 
sex including gender reassignment marital or civil partnership 
status disability religion or belief sexual orientation age or trade 
union membership 
the group gives full and fair consideration to applications for 
employment from people with disabilities the policy is to offer equal 
opportunity to all disabled candidates and employees who have a 
disability or become disabled in any way during the course of their 
employment a full assessment of the individual’s needs is undertaken 
and reasonable adjustments are made to the work environment or 
practices in order to assist those with disabilities 
all candidates and employees are treated equally in respect of 
recruitment promotion training pay and other employment policies 
and conditions all decisions are based on relative merits and abilities 
the board has held detailed discussions over the guidance issued by 
lord davies of abersoch in his report ‘women on boards’ and the frc’s 
subsequent consultation and forthcoming revisions to the uk corporate 
governance code women currently comprise one third of the members 
of the board the board hopes the group shall be in a position to 
maintain this level of representation when renewing board membership  
over the coming years however this will always be subject to the 
overriding need to ensure that appointments are made on merit 
and having regard to an appropriate balance of skills experience 
independence and knowledge required on the board the davies report 
also examines the gender diversity at management levels below the 
board the group has a number of initiatives to improve diversity at a 
senior management level but recognises that these will take time to be 
reflected in the number of women in the senior management team 
we will continue to review our approach on gender diversity particularly 
in the context of any developing guidance in this area  
the group continues to employ multiple channels of communication 
and is committed to improving these channels so that all employees 
have access to information as well as having an opportunity to express 
their views and ideas on matters affecting their employment and 
the group  
channels include 
 employee forums and where appropriate works councils 
 ‘touch point’ the group intranet site 
 regular leadership briefings – followed by communication 
cascadesteam briefings 
 an employee satisfaction survey 
 regular business updates via circulars and 
 communication via ‘yammer’ a professional social networking tool 
employment policies are updated in a timely way to reflect legislative 
changes and training to communicate or embed change is developed 
and rolled out as appropriate 
training is provided as required to ensure that we have a skilled 
workforce – this requires a balance of training for the work our 
employees do now and developing and preparing people for the future 
for several years the company has operated a savings related share 
option scheme which gives employees an opportunity to enter into a 
savings contract for a fixed period with an opportunity to acquire shares 
in the company at the end of that period 
directors’ indemnity 
in accordance with the company’s articles of association directors have 
been granted a continuing indemnity issued by the company to the 
extent permitted by law in respect of liabilities incurred as a result of their 
office the indemnity would not provide any coverage to the extent that 
the director is proved to have acted fraudulently or dishonestly 
directors’ and officers’ liability insurance 
during the period the company maintained insurance cover for 
directors’ and officers’ liability as permitted under the companies 
act 2006 
corporate and social responsibility 
the statement on corporate and social responsibility on page 26 
contains disclosures concerning environmental matters employee 
involvement and social and community issues  
synergy health plc annual report  financial statements 2012   33
financial statements governance business review overview directors’ report 
continued  
substantial shareholders 
at the date of this report the company had been notified of the following 
holdings of voting rights attaching to the company’s ordinary shares of 
0625p each in accordance with the disclosure and transparency 
rules  
name shareholding 
axa sa 7504284 1354
prudential plc group of companies 3458504 624
kames capital 3296843 595
invesco asset management ltd 3154839 569
f  c asset management plc 2726059 492
black rock advisors 2705645 488
artemis investment management limited 2688327 485
old mutual asset managers uk limited 2599250 469
newton investment management 2561177 462
contractual relationships or other arrangements 
the company has no contractual relationships or other arrangements 
with contractors customers or suppliers that are critical to the business 
the company has a number of significant agreements however the only 
agreements considered to be essential to the group as a whole are its 
bank facilities which include change of control provisions in the event 
of a change in ownership of the company these provisions could result 
in renegotiation or withdrawal of the relevant facilities 
policy and practice on payment of creditors 
all group companies are responsible for establishing terms and 
conditions with their suppliers and it is group policy that payments are 
made within such agreed terms and conditions trade creditors at the 
period end amount to 50 days 2011 58 days of average supplies for 
the period 
political and charitable donations 
during the period the group made charitable donations totalling 
£20000 2011 £17000 no political donations were made during 
the period 2011 £nil further information on the group’s charitable 
donations is contained in the corporate and social responsibility report 
on page 26 
treasury and risk management 
the group’s treasury and financial risk management objectives and 
details in respect of the group’s exposure to these risks are detailed 
in note 19 to the financial statements 
going concern 
the company’s business activities together with the factors likely to 
affect its future development performance and position are set out in 
the business review on pages 14 to 17 the financial position of the 
company its cash flows liquidity position and borrowing facilities 
are described in the finance director’s report on pages 18 to 22 
in addition notes 18 to 19 to the financial statements include the 
company’s objectives policies and processes for managing its capital its 
financial risk management objectives details of its financial instruments 
and hedging activities and its exposure to credit risk and liquidity risk 
the company has considerable financial resources together with 
long term contracts with a number of customers and suppliers across 
different geographic areas and market places as a consequence the 
directors believe that the company is well placed to manage its business 
risks successfully despite the current uncertain economic outlook  
the directors have a reasonable expectation that the company 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 annual financial statements 
this statement in respect of the business as a going concern has 
been prepared in accordance with going concern and liquidity risk 
guidance for directors of uk companies 2009 published by the 
financial reporting council in october 2009 
disclosure of information to auditors 
the directors who held office at the date of approval of this report 
confirm that so far as they are each aware there is no relevant audit 
information of which the group’s auditors are unaware and each 
director has taken all steps that he ought to have taken as a director to 
make himself aware of any relevant audit information and to ensure that 
the group’s auditors are aware of that information 
auditors 
a resolution for the reappointment of kpmg audit plc as auditors of the 
company is to be proposed at the forthcoming annual general meeting 
annual general meeting 
the annual general meeting will be held on 26 july 2012 at the offices 
of investec bank plc 2 gresham street london ec2v 7qp the notice 
convening the meeting together with explanatory notes for the special 
business are set out in a shareholder circular which will be posted with 
the annual report and financial statements and proxy voting papers 
full details of all the resolutions to be proposed are provided in the 
notice of meeting 
responsibility statement of the directors in respect of the annual 
financial report 
we confirm that to the best of our knowledge 
 the financial statements prepared in accordance with the applicable 
set of accounting standards give a true and fair view of the assets 
liabilities financial position and profit or loss of the company and the 
undertakings included in the consolidation taken as a whole and 
 the directors’ report includes a fair review of the development 
and performance of the business and the position of the issuer and 
the undertakings included in the consolidation taken as a whole 
together with a description of the principal risks and uncertainties 
that they face 
on behalf of the board 
 
t c mason 
group company secretary 
7 june 2012  
34   synergy health plc annual report  financial statements 2012
governance corporate governance 
 
uk corporate governance code compliance 
the board is committed to the highest standards of corporate 
governance set out in the uk corporate governance code ‘the code’ 
the board is accountable to the company’s shareholders for good 
governance and this report together with the directors’ remuneration 
report set out on pages 42 to 44 describe how the board has applied the 
main principles of good governance set out in the code during the year 
under review 
the directors are of the opinion that the company has been in 
compliance with the conditions of the code up to the date of this report 
except where any noncompliance is disclosed and explained 
the following statements set out the principles and methods to which 
they adhere 
the statement of directors responsibilities in respect of the annual 
report and the financial statements is set out in the directors’ report 
on page 32 
the board 
as at 1 april 2012 and as at the date of this report the board of 
directors was made up of six members comprising a nonexecutive 
chairman three further nonexecutive directors and two executive 
directors r e lerwill will retire from the board and step down as 
chairman with effect from 7 june 2012 d k nichol senior independent 
director will take up the role as chairman at that time notwithstanding 
that d k nichol has been a nonexecutive director since november 
2002 the board believes d k nichol is independent for the purposes 
of the code and is a factor which came out strongly during the recent 
board evaluation exercise he brings to the board significant experience 
of the wider health sector and by his conduct has displayed the highest 
corporate governance standards finally the board believes that 
d k nichol will play a pivotal role in the development and succession 
planning in respect of the board particularly given the relatively recent 
appointments to the board 
biographical details of the directors currently in office are shown on page 
30 the company’s policy relating to the terms of appointment and the 
remuneration of both executive and nonexecutive directors is detailed in 
the remuneration report on page 40 
the procedure for appointing directors is detailed in the nomination 
committee section below 
the board meets regularly during the year as well as on an ad hoc basis 
as required the board met 16 times during the year and attendance 
for each is set out on page 38 
the board’s primary role is to provide entrepreneurial leadership and 
to review the overall strategic development of the group as a whole 
in addition the board sets the group’s values and standards and 
ensures that it acts ethically and that its obligations to its shareholders 
are understood and met 
the board has a formal schedule of matters reserved to it for decision 
which it reviews and agrees annually but also delegates specific 
responsibilities to a senior committee the senior executive board ‘seb’ 
and certain board committees specific responsibilities reserved for the 
board include 
 setting and amending the group’s overall business strategy 
strategic business plan and the annual operating budget 
 approval of the annual report  financial statements interim 
dividends and recommendation of the final dividend 
 approval of any changes to the company’s capital structure 
including the raising of additional capital and the purchase of the 
company’s shares 
 approval of any significant changes in accounting policies 
or practices 
 approval of contracts with annual revenue in excess of £5 million 
 approval of any investment or disposal of the share capital of another 
company greater than 5 of the company’s share capital 
 approval of the acquisition of assets with a consideration in excess 
of £10 million and any disposal of assets greater than £25 million 
 approval of any capital expenditure in excess of £10 million 
 major changes in the rules of the company pension schemes 
or changes of trustees or fund management arrangements 
 approval of changes to the employee share and other incentive 
schemes and the allocation of executive share options 
 all stock exchange related issues including approval of 
communications to the stock exchange 
 establishing board membership and powers including the 
appointment and removal of board members and the group 
company secretary 
 establishing terms of reference and membership of the 
board committees 
 approval of all related party transactions 
 setting the remuneration of the auditors and making 
recommendations for the appointment or removal of auditors 
 approving any major changes in policy with respect to risks covered 
by insurance  
 approving all treasury matters including the setting of policies to enter 
into contracts that are not in the ordinary course of business and 
authorising bank facilities including bank borrowing other loans and 
internal rate swaps and approval of all foreign currency transactions 
in excess of £5 million 
 overseeing the group’s main controls and their effectiveness 
 other matters including health and safety and risk management 
the board sets aside at least two consecutive days each year to conduct 
a review of its strategy with the seb and other senior executives in 
attendance for certain sessions as appropriate 
directors receive papers several days in advance of board meetings 
by means of an electronic board pad facility which provides greater 
flexibility for the directors to access papers and also have access to 
the advice and services of the company’s advisers 
the board has established a procedure for directors if deemed 
necessary to take independent professional advice at the company’s 
expense in the furtherance of their duties this is in addition to the 
access that every director has to the group company secretary  
synergy health plc annual report  financial statements 2012   35
financial statements governance business review overview corporate governance 
continued  
 
the company secretary is charged with ensuring that the board 
procedures are followed and that good corporate governance and 
compliance is implemented throughout the group together with the 
group chief executive and the group company secretary the chairman 
ensures that the board is kept properly informed and consulted on all 
issues reserved for it 
the roles of chairman and group chief executive are separate and 
clearly defined with the division of responsibilities set out in writing 
and approved by the board the chairman’s principal responsibilities 
are to chair the board and shareholder meetings and to ensure the 
effective running of the board the group chief executive’s principal 
responsibility is leading the seb in the daytoday running of the group’s 
business the chairman and group chief executive meet regularly 
between meetings 
in accordance with best practice the chairman addresses the 
developmental needs of the board as a whole with a view to developing 
its effectiveness as a team and ensures that each director refreshes 
and updates his or her individual skills knowledge and expertise 
during the year the board conducted a detailed evaluation of its own 
performance and that of the audit nomination and remuneration 
committees by means of a written questionnaire to ensure that they 
continue to be effective and that each of the directors demonstrates 
commitment to his or her respective role and has sufficient time to meet 
his or her commitment to the company the evaluation focused on 
several areas including board structure meeting administration 
meetings and their content strategy board committees 
communication and information and governance the results of the 
evaluation were considered and discussed by the board performance 
evaluations including skills brought to the board and the contributions 
each director made to it were carried out for each director  
the nonexecutive directors also held formal meetings to consider the 
chairman’s performance 
meetings between the nonexecutive directors both with and without the 
presence of the group chief executive take place regularly the board 
has arranged to hold board meetings at group business locations to 
help all board members gain a deeper understanding of the business 
this also provides senior managers from across the group with the 
opportunity to present to the board as well as to meet the directors on 
more informal occasions the nonexecutive directors are also invited to 
attend the group’s leadership conference which is held annually 
succession planning is a matter for the whole board rather than for a 
committee the company’s articles of association provide that one 
third of the directors will seek reelection at the agm every three years 
however in accordance with the code all directors submit themselves 
for annual reelection by shareholders new directors may be appointed 
by the board but are subject to election by shareholders at the first 
opportunity after their appointment  
following their appointment a formal comprehensive and tailored 
induction is given to all directors including visits to key locations 
within the group and meetings with members of the seb and other 
key executives the induction also covers a review of the group 
governance policies structures and business including the details 
of the risks and operating issues facing the group 
although the nonexecutive directors are not formally required to meet 
the shareholders of the company their attendance at presentations of 
the annual and interim results is encouraged 
 
the formal terms of reference for the main board committees 
approved by the board and complying with the code to assist in the 
discharge of its duties are available from the company secretary and 
can also be found on the company’s website at 
wwwsynergyhealthplccom the terms of reference of the main board 
committees are reviewed annually and updated where necessary 
the terms of reference for the audit committee and the remuneration 
committee have both been updated where required during the course 
of the year 
board committees 
senior executive board  
the seb is the key management committee and comprises the group 
chief executive group finance director the group company secretary 
the group commercial director and the ceos of each of the four 
geographic regions of the group and meets regularly and at 
least monthly 
the seb is primarily responsible for 
 the management of all the group’s businesses 
 delivering the strategy and the agreed business plans and budgets 
which have been signed off by the board 
 implementing group policy 
 making key commercial decisions within the framework of the agreed 
business plan and strategy 
 monitoring all risks operational financial and reputational 
 reviewing and maintaining the effectiveness of the group’s system 
of internal control on a daytoday basis and 
 managing the business in a manner appropriate for a ftse 250 
company 
remuneration committee 
at the date of this report the remuneration committee comprises  
c f baroudel chairman and the three nonexecutive directors 
r e lerwill d k nichol and e a hewitt all of whom were independent 
subject to the comments above in respect of the independence of 
d k nichol in accordance with the definition set out in the code 
c f baroudel has chaired the remuneration committee since 
25 january 2012 prior to that date it was chaired by d k nichol 
the committee met six times during the year and directors’ attendance 
for each meeting is shown in the table on page 38 the chairman of the 
remuneration committee attends the annual general meeting to 
respond to any questions that might be raised on the committee’s 
activities  
the remuneration committee has the following key duties 
 reviewing and making recommendations on the company’s 
framework of executive remuneration and cost including all 
emoluments pension entitlements and other benefits of the  
executive directors and as appropriate other senior executives 
this includes agreeing the level of cash bonuses that are paid 
 determining on behalf of the board the executive directors’ 
remuneration by reference to individual performance and 
market data 
 setting and confirming the rewards under the group’s long term 
incentive plan ltip and the ltip coinvest plan and 
 reviewing the operation of executive share option schemes and 
the granting of such options 
36   synergy health plc annual report  financial statements 2012
governance  
audit committee 
at the date of this report the audit committee comprised e a hewitt 
chairman and also the two nonexecutive directors d k nichol and 
c f baroudel who subject to the comments above in respect of the 
independence of d k nichol are independent in accordance with 
the definition set out in the code 
following the appointment of e a hewitt to the board as a nonexecutive 
director she was also appointed to the audit committee and was 
appointed chairman of the audit committee on 9 november 2011 
prior to that date the committee was chaired by r e lerwill the board 
considers that e a hewitt is suitably qualified to chair the committee in 
accordance with the requirements of the code 
each member of the committee brings relevant financial experience 
from senior executive levels the expertise and the experience of the 
members of the committee are summarised on page 30 
audit committee members are expected to have an understanding of 
the principles of and developments in financial reporting including the 
applicable accounting standards and statements of recommended 
practice key aspects of the company’s policies finance internal control 
mechanisms and matters that require the use of judgement in the 
presentation of accounts as well as the role of the external auditors 
the committee met three times during the year and the directors’ 
attendances for each meeting is shown in the table on page 38 meeting 
agendas are linked to events in the company’s financial calendar 
executive directors are invited to attend meetings and provide reports 
as and when considered appropriate the committee meets with 
external auditors without management present at least once during 
the year the committee has direct access to the group’s auditors 
and liaises with executive management to review the effectiveness 
of internal controls 
kpmg audit plc were appointed as auditors to the company in 2006 
and are reappointed annually by shareholders to ensure objectivity 
key members of the audit team rotate off the company’s audit during 
the course of the year kpmg changed their lead engagement partner 
in accordance with applicable uk rules the lead engagement partner 
changed following the 2011 annual general meeting during the year 
the committee reviewed kpmg audit plc’s fees effectiveness and 
whether the agreed audit plan had been fulfilled and the reasons for any 
variation from the plan the committee also considered its robustness 
and the degree to which kpmg audit plc was able to assess key 
accounting and audit judgements and the content of the management 
letter the committee concluded that the audit was effective and that the 
relationship and effectiveness of the external auditor be kept under 
review kpmg audit plc also audits the subsidiaries of the group  
the total fees paid to kpmg audit plc in the year ended 1 april 2012 
were £425000 2011 £438000 of which £58000 related to nonaudit 
work 2011 £76000 
the committee has developed and implemented a policy on the 
supply of nonaudit services by the external auditors to ensure their 
continued objectivity and independence the committee is satisfied 
that the provision by kpmg audit plc of nonaudit services does not 
impair their independence or objectivity the committee has approved 
the range of services that may be provided by kpmg audit plc 
these include transaction due diligence and accountancy assistance 
on projects subject to approved authorisation limits the services require 
prior authority from either the group finance director the chairman 
of the audit committee or the full audit committee the chairman of 
the audit committee attends the annual general meeting to respond 
to any shareholder questions that might be raised on the 
committee’s activities 
 
the audit committee has the following key duties 
 to review the annual financial statements and interim reports prior to 
approval focusing on changes in accounting policies and practices 
major judgemental areas significant audit adjustments going concern 
and compliance with accounting standards stock exchange and 
legal requirements 
 to monitor the group’s systems of internal control 
 to monitor the effectiveness of the external audit process 
 litigation and contingent liabilities 
 tax matters including compliance with statutory tax 
reporting obligations 
 to consider the appointment of the auditors and their remuneration 
including allocation of nonaudit fees to ensure that their 
independency and objectivity is maintained 
 to meet with the auditors to discuss the scope of the audit issues 
arising from their work and any matters the auditors wish to raise and 
 to review the group’s corporate review procedures and any statement 
on internal controls prior to endorsement by the board 
in addition the audit committee during the year 
 reviewed the committee’s terms of reference 
 reviewed the committee’s effectiveness 
 reviewed tax policy and 
 received and considered reports from the risk management function 
the company has reviewed and updated its policies in light of the 
enactment of the bribery act 2010 which came into force on 1 july 
2011 the company remains committed to the highest standards of 
business conduct and insists all its employees act accordingly 
the company has reviewed and updated its whistle blowing policy and the 
policy is available on the company’s website at wwwsynergyhealthplccom  
nomination committee 
the nomination committee meets when required and at the date of this 
report comprised r e lerwill chairman and also the nonexecutive 
directors d k nichol e a hewitt and c f baroudel with effect from 
7 june 2012 d k nichol senior independent director will take up the 
role of chairman of the committee only members of the committee 
are entitled to be present at meetings but others may be invited 
by the committee to attend if appropriate 
the nomination committee is responsible for considering all potential 
appointments to the board and for making suitable proposals to the 
board in relation to potential appointments it meets as and when board 
appointments or other senior positions within the group are made 
the board has agreed formal rigorous and transparent procedures 
to be followed by the committee in making its recommendations 
and appointments to the board the committee has access to such 
information and advice both within the group and externally at the 
cost of the company as it considers necessary this may include the 
appointment of external executive search consultants where considered 
appropriate the committee met twice during the year 
for the appointment of e a hewitt as nonexecutive director  
on 1 september 2011 the company engaged a firm of external 
search consultants to handle the search and recruitment process 
the nomination committee was fully involved with both the recruitment 
and assessment of potential candidates a shortlist of candidates was 
put through a rigorous assessment process and final candidates were 
interviewed by the whole nomination committee 
synergy health plc annual report  financial statements 2012   37
financial statements governance business review overview corporate governance 
continued  
 
the nomination committee reviews the senior leadership needs of 
the group to enable it to compete effectively in the market place 
the nomination committee also advises the board on succession 
planning for executive board appointments although the board is itself 
responsible for succession generally 
the group company secretary acts as secretary to all 
board committees 
directors’ attendance record 
the attendance of directors at relevant meetings of the board and its 
committees was as follows 
 board  
audit   
committee  
remuneration 
committee
nomination
committee
total number of meetings 16  3  6 2
r e lerwill 15 of 16  2 of 2
i 
5 of 6 1 of 2
r m steeves 16 of 16  –  – –
g hill 16 of 16  –  – –
d k nichol 14 of 16  3 of 3  6 of 6 2 of 2
c f baroudel 16 of 16  3 of 3  6 of 6 2 of 2
e a hewitt
 
9 of 10
ii
2 of 2  2 of 2 –
notes 
i r e lerwill stepped down as a member and chairman on the audit committee on 
9 november 2011 
ii e a hewitt was only entitled to attend 10 board meetings following her appointment as a 
director on 1 september 2011 
directors’ conflict of interest 
there are procedures in place to deal with directors’ conflict of interest 
arising under the companies act 2006 and such procedures have 
operated effectively during the year 
articles of association 
the company’s articles of association may only be amended by special 
resolution at a general meeting of shareholders 
internal control 
the directors acknowledge that they have overall responsibility for the 
group systems of internal control and for reviewing the effectiveness of 
those controls 
the board has taken into account the relevant provisions of the code 
the turnbull report and the listing rules and an ongoing process has 
been established for identifying managing and evaluating the risks 
faced by the group 
the systems are designed to manage rather than eliminate risk of failure 
to achieve the group’s objectives the systems provide reasonable 
not absolute assurances against material misstatement or loss 
such systems are reviewed by the board to deal with changing 
circumstances 
the group does not have an internal audit function although this is 
continually under review by the board and the audit committee the 
board is presently of the view that having reviewed and considered the 
current control environment it is still adequate given the group’s size 
and range of businesses 
the group has a group finance function that reports to the group 
finance director and is independent of the business units to ensure 
objectivity and control when preparing group financial information 
the group finance function undertakes financial reviews of the regional 
finance functions on an ad hoc basis and provides technical and 
commercial support when required 
assessment of business risk 
a system of business risk identification assessment and evaluation 
has been in place during the year within the management process 
throughout the group through a formal risk management framework 
led by the group director of risk management this is explained in the 
reports of principal risks and uncertainties and corporate and social 
responsibility on pages 23 and 25 respectively the board regularly 
reviews strategic risks 
control environment 
the group’s operating procedures include a comprehensive system for 
reporting financial and nonfinancial information to the board including 
 the definition of authorisation limits both financial and otherwise 
detailed appraisal documents are produced for any major 
capital projects 
 a review of annual budgets and forecasts against budgets that are 
produced at least twice a year 
 a review of monthly management accounts at group and operational 
level including financial performance together with balance sheet 
and cash flow analysis which are reported against budget forecasts 
and prior year with major variances explained and 
 a risk management report for each board meeting focusing on any 
new risks arising and management of existing risks 
on an annual basis the group finance function undertakes a review 
of financial controls as part of its year end process which is considered 
by the board the annual review gives a comprehensive update on 
the previous year’s report and outlines actions taken to redress any 
weaknesses in each regional business and across group functions 
the review also highlights areas where improved controls have been 
implemented and key actions to be addressed in the coming financial 
year which are monitored by both the board and the audit committee 
control procedures 
detailed operational procedures that embody key controls have been 
developed for each of the group’s businesses the implications 
of change in law and regulations are taken into account within 
those procedures 
monitoring process 
there are clear procedures for monitoring the system of key controls 
the significant components are 
 cyclical and random reviews of operational and financial controls 
by the director of risk management the group’s quality managers 
the head of it senior finance managers and the group finance team 
 review by the audit committee of the process for identifying and 
assessing risks and of the effectiveness of controls via the work 
of external audit and direct access to group and operational 
management 
the board confirms that it has considered the effectiveness of the 
group’s system of internal controls described above for the financial year 
and up to the date of this report 
38   synergy health plc annual report  financial statements 2012
governance  
 
compliance statement 
the company applied all of the principles set out in the code for the 
period under review and has throughout the year complied with the 
detailed provisions set out therein the company’s auditors kpmg audit 
plc are required to review whether the above statement reflects the 
company’s compliance with the provisions of the code specified for its 
review by the listing rules of the uk listing authority and to report if it 
does not reflect such compliance no such report has been made 
relationship with shareholders 
the group chief executive group finance director and the group 
company secretary are responsible for ensuring effective 
communication with shareholders the company places considerable 
importance on communication with the shareholders including its 
employee shareholders 
apart from the annual general meeting the company communicates 
with its shareholders by way of the annual report  financial 
statements which are available to all shareholders either in paper 
form or electronically and can be accessed via the company’s website 
httpwwwsynergyhealthplccom the group’s annual and interim 
results as well as all announcements issued by the london stock 
exchange are published on the company’s website 
the company also communicates with its institutional shareholders 
through a combination of analysts’ briefings throughout the year but 
particularly at the interim and year end results stage 
business at the company’s annual general meeting will cover the 
annual report  financial statements the directors’ remuneration 
report the declaration of a final dividend election and reelection 
of directors reappointment and remuneration of auditors political 
donations and political expenditure authority to allot shares 
disapplication of preemption rights purchase by the company 
of its own shares and notice period for general meetings  
full details and an explanation of these resolutions are set out in the 
notice of meeting the proxy votes for and against each resolution as 
well as abstentions are counted before the annual general meeting and 
the results will be made available at the meeting after shareholders have 
voted on each resolution on a show of hands all results statements and 
company announcements are accessible to all shareholders via the 
group’s website httpwwwsynergyhealthplccom 
all shareholders are invited to the annual general meeting at which they 
have the opportunity to put questions to the board
synergy health plc annual report  financial statements 2012   39
financial statements governance business review overview remuneration report 
 
the board presents its remuneration report which has been prepared 
on the recommendation of the remuneration committee and in 
accordance with the requirements of the companies act 2006 
composition of the remuneration committee 
the remuneration committee of the board has been chaired by 
c f baroudel since 25 january 2012 prior to that date it was chaired 
by d k nichol it also comprises the nonexecutive directors r e lerwill 
d k nichol and e a hewitt when appropriate the remuneration 
committee also invites the views of the group chief executive the group 
finance director and the group company secretary market data from 
hewitt new bridge street was considered by the committee no other 
services were provided to the company by hewitt new bridge street 
remuneration policy 
the group is committed to meeting best practice in areas of corporate 
governance and executive remuneration the company’s executive 
remuneration policy is in line with the company’s overall practice on 
pay and benefits which is to reward employees competitively in setting 
executive salaries the committee takes into account a number of 
factors including market conditions salaries in comparable companies 
in similar industries and affordability in order to attract and retain 
competent executives the committee also considers general pay 
and employment conditions of all employees within the group and is 
sensitive to them to prevailing market conditions and to governance 
trends when assessing the level of salaries and the remuneration 
packages of executive directors remuneration is considered with 
regard to personal performance responsibilities and experience 
and this is benchmarked alongside independently compiled salary 
survey information 
the committee recognises the need to link an executive’s remuneration 
package to individual and corporate performance there is an 
appropriate balance between the elements of the remuneration 
structure of 
 basic salary 
 performance related annual bonuses  
 coinvestment element to the annual bonus encouraging prolonged 
share ownership 
 long term incentive awards and 
 pension contributions 
this structure encourages longer term career planning within the group 
and future participation in its growth 
the committee does not consider that the targets that are included 
in the executive’s remuneration package are incompatible with the 
director’s responsibility for environmental social and governance 
matters whilst the committee’s terms of reference do not require 
specific targets on these matters the committee is obliged to ensure 
that when setting remuneration policy appropriate incentives are 
provided to encourage enhanced performance in a fair and 
reasonable manner  
executive directors are eligible to participate in the appropriate defined 
contribution pension schemes and other regular employee benefit plans 
including health and life insurance only base salary is included in the 
calculation of pension contributions 
the details of individual components of the remuneration package and 
service contracts for the directors are disclosed in the table headed 
‘directors’ remuneration’ on page 42 these were the arrangements 
in place throughout the year and will remain unchanged for the next 
financial year 
components of executive directors’ remuneration 
overview 
the principal components of executive directors’ remuneration 
packages are base salary the annual bonus scheme with ‘ltip  
coinvest’ element the long term incentive plan and pension benefits 
each of these components is explained further below 
salary 
the committee meets at least once a year in order to consider and set 
the annual salaries for executive directors the committee also reviews 
the policies adopted regarding remuneration across the group last year 
the committee initiated a benchmark exercise to ensure levels of 
directors’ remuneration were competitive with the market following this 
exercise it was noted that the chief executive’s salary was positioned 
below the market competitive range however it was agreed that there 
would be no increase during the year the salary of the group finance 
director was also below the competitive market rate in addition the 
remuneration committee felt that it did not reflect the change in 
role and increase in responsibilities which have arisen from recent 
acquisitions and further expansion into international markets it was 
therefore agreed that g hill’s salary be increased by 5 and that the 
committee would keep the impact of this growing role under review 
going forward  
the base salaries of the executive directors were therefore with effect 
from 1 april 2011 £420000 for r m steeves and £252000 for g hill 
incentive arrangements 
annual bonus scheme 
the executive directors participate in the group’s performancerelated 
annual bonus scheme bonuses are currently awarded for achieving 
profit and cash flow targets set by the board together with an element 
related to achieving personal objectives during the year the executive 
directors are entitled to receive their full bonus if all of these objectives 
have been achieved maximum potential bonuses as a percentage of 
annual base salary were 100 in respect of r m steeves and g hill 
and will remain at this level for the year ending march 2013  
the increase in bonus potential for g hill from 55 of salary has been 
implemented as the previous bonus potential was out of line with short 
term incentive arrangements for similar roles in comparative companies 
and to ensure the incentive arrangements remain competitive directors 
have the opportunity to invest their bonus payments in company shares 
as part of the longterm incentive plan described below 
the executive directors earned 95 of their maximum potential bonus 
in 201112 reflecting a period of sustained growth and the successful 
acquisition of new businesses together with a continued international 
development plan which contributed to the profit cash flow targets and 
personal objectives as set by the remuneration committee being met 
longterm incentive plan ‘ltip’ 
the ltip for executive directors and senior executives was approved by 
shareholders in 2005 the principal features are as follows  
all executive directors and senior executives nominated by the 
committee are entitled to be considered for the grant of awards under 
the ltip the awards take the form of a nil cost option over shares 
‘ltip option’ where the vesting of the ltip option is conditional upon 
the performance of the company over the measurement period 
the performance conditions were chosen because the committee 
believes that these targets are aligned and compatible with the interests 
of shareholders and the creation of shareholder value 
40   synergy health plc annual report  financial statements 2012
governance  
 
an award under the ltip to a nominated participant will take two forms 
1 the first type of award is a right to acquire a specified number 
of shares by way of an ltip option with the vesting of the award 
conditional upon the performance of the company over the 
measurement period the remuneration committee has discretion 
to set the level of conditional award up to a maximum of 450 
basic salary however awards are typically made at 100 of salary 
for the group finance director and at 150 of salary for the 
chief executive officer 
the vesting of the shares will be dependent on the extent to which 
the following performance targets have been satisfied 
a  50 of the ltip option is determined by a comparison of the 
earnings per share figure at the end of the measurement period with that 
at the start on an annual compound basis for these purposes earnings 
per share will be adjusted for amortisation of intangibles nonrecurring 
items share option charges and any other items deemed reasonable by 
the committee 
b  the other 50 of the ltip option is determined by the total 
shareholder return ‘tsr’ generated by the company in comparison to 
that generated by companies in the ftse 250 index a table ranking the 
companies in order of performance will be produced in july of each year 
of the measurement period to establish the ranking of the company  
it should be noted that the targets are very demanding notably that in 
order to receive the maximum award relating to the part of the award 
described in note a above the earnings per share must achieve an 
average annual compound growth rate of 20 over the three year 
measurement period 
the shares in each element of the conditional award will vest in 
accordance with the following table 
awards made up to june 2008 
vesting level 
average annual 
compound eps growth  position in the tsr table 
vesting at 100 25 top 10 
vesting on straight line basis 
between 50 and 100 
between 20  
and 25 
top 25 but 
outside top 10 
vesting on straight line basis 
between 25 and 50 
between 15  
and 20 
top 50 but 
outside top 25 
none of the shares will vest below 15 below top 50 
awards made from july 2009 onwards 
vesting level 
average annual 
compound eps growth  position in the tsr table 
vesting at 100 20 top 25 
vesting on straight line basis 
between 50 and 100 
between 15  
and 20  
vesting on straight line basis 
between 25 and 50 
between 10  
and 15  
vesting on straight line basis 
between 25 and 100  
top 50 but 
outside top 25 
none of the shares will vest below 10 below top 50 
in 2011 conditional ltip awards were granted to r m steeves based on 
150 of basic salary and to g hill based on 100 of basic salary and it 
is the intention that these award levels will remain the same in 2012  
2 the second type of award takes the form of a ‘coinvest’ 
arrangement participants are encouraged to invest part or all of their 
annual bonus payment in shares in the company to be retained 
throughout the measurement period ‘ltip coinvest’ at the end of the 
measurement period depending upon the growth in earnings per share 
adjusted as above of the company over the measurement period the 
participant will receive a number of free ‘matching’ shares under the 
ltip coinvest 
the number of matching shares will be determined in accordance with 
the following table 
growth in earnings per share ratio of matching shares received 
over 15 each year two shares for each one purchased
between 10 and 15 each year one share for each one purchased 
pensions 
the company makes pension contributions equivalent to 10 of the 
base annual salary for g hill and 15 of the base annual salary for 
r m steeves into defined contribution schemes where this amount 
exceeds the annual allowance then the balance is paid in lieu of pension 
as a taxable amount to the executive director  
service contracts 
the committee has determined that the company’s executive directors 
are appointed to the board on terms of a contract that can be terminated 
by the company with 12 months’ notice after the first year of service the 
committee believes that this arrangement provides a measure of stability 
in that it provides an opportunity for the recruitment of replacement 
executives and an orderly hand over of duties 
the service contracts of all the executive directors which are rolling 
contracts contain a provision exercisable at the option of the company 
to pay an amount on early termination of employment the company will 
use the pay in lieu of notice provisions when the speed certainty and 
protection of restrictive covenants afforded by such clauses are thought 
to be in the best interests of the company and the circumstances 
surrounding the departure of the relevant director justify their use the 
committee’s policy is that payments to directors on termination should 
reflect the circumstances that prevail at the time also taking account 
of if applicable and appropriate the director’s duty to mitigate the 
committee continuously reviews its policies of executive remuneration 
and severance in the best interests of shareholders guidance on best 
practice expectations is taken into account prior to agreeing directors’ 
contractual provisions 
the contract details for the current executive directors are as follows 
 effective date unexpired term notice period 
r m steeves 1 november 1999 12 months 12 months 
g hill 26 april 2010 12 months 12 months 
r m steeves and g hill will stand for reelection at the company’s 
forthcoming annual general meeting and the unexpired term of their 
service contracts is disclosed above 
 
synergy health plc annual report  financial statements 2012   41
financial statements governance business review overview remuneration report  
continued 
 
nonexecutive directors’ remuneration 
the remuneration of nonexecutive directors is established by the whole board details of each nonexecutive director’s remuneration is included 
below the nonexecutive directors do not receive any pension or other benefits all nonexecutive directors are engaged on letters of appointment 
that set out their duties and responsibilities and confirm their remuneration in the event that either party wishes to terminate the appointment three 
months’ notice is required the company may terminate each of these appointments at any time without the payment of compensation other than 
the notice payment 
the appointment details for the current nonexecutive directors are as follows 
r e lerwill  01112010 
d k nichol 01112002 
e a hewitt  01092011 
c f baroudel 01092010 
the following information has been audited 
directors’ remuneration 
the remuneration of the directors who served throughout the period except where indicated for the period to 1 april 2012 is as follows 
 
salary 
£’000
bonus 
£’000
benefit in kind 
£’000
2012 total 
excl pension 
£’000
2011 total  
excl pension 
£’000 
2012
pension 
£’000
2011 
pension 
£’000
r m steeves
4
  420 399 11 830 850 63 63
g hill
1
 252 239 21 512 374 25 22
  
c f baroudel
2 
 45 – – 45 26 – –
r e lerwill 80 – – 80 63 – –
d k nichol 45 – – 45 45 – –
l hewitt 
3
 26 – – 26 – – –
  
 868 638 31 1538 1358 88 85
notes 
1 appointed 26 april 2010  
2 appointed 22 september 2010  
3 appointed 1 september 2011 
4 due to a reduction in the annual allowance during this financial year £50000 was paid into r m steeves defined contribution plan and the balance was paid as a taxable sum in lieu of pension 
the total directors’ compensation in relation to other long term benefits eg ltip and other sharebased payments was £930000 2011 £501000 
calculated in accordance with ifrs 2 sharebased payments 
share options 
details of the company’s share option schemes are set out in note 26 to the financial statements 
the following directors hold options over ordinary shares of 0625p in the company’s share option schemes as follows 
 
options held at 
3 april 2011 
options 
granted 
during the 
period 
options 
exercised  
during the 
period 
options 
lapsed 
during the 
period
options held at 
1 april 2012
exercise 
price 
pence
market value 
at date of 
exercise
date from  
which exercisable expiry date
r m steeves     
sharesave
1
 2950 – – – 2950 527p – 1 february 2015 1 august 2015
g hill     
sharesave
1
 2313 – – – 2313 658p – 1 february 2016 1 august 2016
notes 
1 ‘sharesave’ refers to the savings related share option scheme  
42   synergy health plc annual report  financial statements 2012
governance  
 
directors’ interest in long term incentive plan shares 
a ltip options 
date of award 
maximum 
number of 
options as at  
3 april 2011 
maximum 
number of 
options granted 
during the period 
number of 
options exercised 
during the period
number of 
options lapsing 
during 
the period
maximum 
number of 
options as at 
1 april 2012
midmarket 
share price  
on date  
of award 
date from which 
the options are 
exercisableexpire  
midmarket 
share price 
on date 
of exercise note
r m steeves     
3062008 104603 
 
– 14500 70514 19589 7385p 
30 june 
20112018 see note 5 1
1472009 114841 – – –114841 5045p 
14 june 
20122019 – 2
1462010 101559 – – –10155962033p 
14 june 
20132020  – 3
2762011 – 70286 ––7028689633p 
27 june 
20142021  – 4
g hill     
1462010 38689 – – – 3868962033p 
14 june 
20132020 – 3
2762011 – 28114 ––2811489633p 
27 june 
20142021 – 4
notes 
1 this award was made on 30 june 2008 over shares that have a value of 200 of the salary of r m steeves the measurement period for this award ran from this date to 30 june 2011 
2 this award was made on 14 july 2009 over shares that have a value of 150 of the salary of r m steeves the measurement period for this award runs from this date to 14 july 2012 
3 this award was made on 14 june 2010 over shares that have a value of 150 of the salary of r m steeves and 100 of the salary of g hill the measurement period for this award runs from 
this date to 14 june 2013 
4 this award was made on 27 june 2011 over shares that have a value of 150 of the salary of r m steeves and 100 of the salary of g hill the measurement period for this award runs from 
this date to 27 june 2014 
5 r m steeves exercised these shares on 29 july 2011 when the midmarket price was 94875p 
synergy health plc annual report  financial statements 2012   43
financial statements governance business review overview remuneration report  
continued 
 
b ltip coinvest 
date of award 
maximum number  
of matching  
options as at  
3 april 2011 
maximum number 
of matching 
options granted 
during the period
number of 
matching options 
exercised during 
the period
number of 
matching options 
lapsing during 
the period
maximum 
number  
of matching  
options as at  
1 april 2012 
price paid by 
director for 
coinvest shares
midmarket 
price on date 
of exercise
r m steeves   
3062008 59420 – 7100p94875p
2172009 28896 –––28896 50125p–
1462010 86890 –––86890 668p–
1472011 – 88420––88420 948125p–
g hill   
1462010 32600 – – – 32600 see note 1 –
1472011 – 16000 – – 16000 see note 2 –
notes 
the actual number of matching shares that will vest is contingent on the performance targets described earlier 
1 g hill purchased shares on three separate occasions at prices of 6560p 6740p and 6750p  
2 g hill purchased shares on three separate occasions at prices of 9048p 9030p and 9030p 
the aggregate amount of gains made by the executive directors on the exercise of share options was £419000 2011 £728000 the market 
price of the 0625p ordinary shares was 8490p at 1 april 2012 the market price ranged from 7995p to 10020p during the period 
performance graph 
the graph below shows the group’s performance for the five year period to 1 april 2012 measured by tsr compared with the performance 
of the ftse 250 index excluding investment trusts also measured by tsr which is defined as share price growth plus reinvested dividends 
the ftse 250 index has been chosen because it provides a basis for comparison against companies in a relevant broadbased equity index 
in which the group would have been a constituent member if it had been on the full list of the london stock exchange for the whole 
measurement period  
synergy health
ftse 250 ex investment trust
150
125
100
75
50
25
source datastream
mar 10 mar 11 mar 12 mar 07 mar 08 mar 09
share price p
 
 
c f baroudel 
chairman of the remuneration committee
– 29710 29710 
44   synergy health plc annual report  financial statements 2012
governance independent auditors’ report to the 
members of synergy health plc  
 
we have audited the financial statements of synergy health plc for the 
period ended 1 april 2012 set out on pages 46 to 91 the financial 
reporting framework that has been applied in the preparation of the 
group financial statements is applicable law and international financial 
reporting standards ifrss as adopted by the eu the financial 
reporting framework that has been applied in the preparation of the 
parent company financial statements is applicable law and uk 
accounting standards uk generally accepted accounting practice 
this report is made solely to the company’s members as a body 
in accordance with chapter 3 of part 16 of the companies act 2006 
our audit work has been undertaken so that we might state to the 
company’s members those matters we are required to state to them 
in an auditors’ report and for no other purpose to the fullest extent 
permitted by law we do not accept or assume responsibility to anyone 
other than the company and the company’s members as a body 
for our audit work for this report or for the opinions we have formed 
respective responsibilities of directors and auditors 
as explained more fully in the directors’ responsibilities statement set 
out on page 34 the directors are responsible for the preparation of the 
financial statements and for being satisfied that they give a true and fair 
view our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and international 
standards on auditing uk and ireland those standards require us 
to comply with the auditing practices board’s apb’s ethical standards 
for auditors 
scope of the audit of the financial statements 
a description of the scope of an audit of financial statements is provided 
on the apb’s website at wwwfrcorgukapbscopeprivatecfm 
opinion on financial statements 
in our opinion 
 the financial statements give a true and fair view of the state of the 
group’s and of the parent company’s affairs as at 1 april 2012 and 
of the group’s profit for the period then ended 
 the group financial statements have been properly prepared in 
accordance with ifrss as adopted by the eu 
 the parent company financial statements have been properly 
prepared in accordance with uk generally accepted accounting 
practice and 
 the financial statements have been prepared in accordance with the 
requirements of the companies act 2006 and as regards the group 
financial statements article 4 of the ias regulation 
opinion on other matters prescribed by the companies act 2006 
in our opinion 
 the part of the directors’ remuneration report to be audited has been 
properly prepared in accordance with the companies act 2006 and 
 the information given in the directors’ report for the financial period 
for which the financial statements are prepared is consistent with the 
financial statements and 
 the information given in the corporate governance statement set 
out on page 38 with respect to internal control and risk management 
systems in relation to financial reporting processes and about share 
capital structures is consistent with the financial statements  
matters on which we are required to report by exception 
we have nothing to report in respect of the following 
under the companies act 2006 we are required to report to you if in 
our opinion 
 adequate accounting records have not been kept by the parent 
company or returns adequate for our audit have not been received 
from branches not visited by us or 
 the parent company financial statements and the part of the 
directors’ remuneration report to be audited are not in agreement 
with the accounting records and returns or 
 certain disclosures of directors’ remuneration specified by law are not 
made or 
 we have not received all the information and explanations we require 
for our audit or 
 a corporate governance statement has not been prepared by the 
company 
under the listing rules we are required to review 
 the directors’ statement set out on page 34 in relation to going 
concern  
 certain elements of the report to shareholders by the board on 
directors’ remuneration and 
 the part of the corporate governance statement on page 35 relating 
to the company’s compliance with the nine provisions of the uk 
corporate governance combined code specified for our review 
 
 
tim widdas senior statutory auditor 
for and on behalf of kpmg audit plc statutory auditor 
chartered accountants 
st nicholas house 
park row 
nottingham 
ng1 6fq 
7 june 2012 
synergy health plc annual report  financial statements 2012   45
financial statements governance business review overview consolidated  
income statement 
for the period ended 1 april 2012 
 2012 2011
 note
before
 amortisation 
of acquired 
intangibles and 
nonrecurring 
items
£’000
amortisation 
of acquired 
intangibles and 
nonrecurring 
items
note 4
£’000
total
£’000
before 
 amortisation  
of acquired  
intangibles and  
nonrecurring  
items 
£’000 
amortisation 
of acquired 
intangibles and 
nonrecurring 
items
note 4
£’000
total
£’000
continuing operations  
revenue 3 311954 – 311954287314 –287314
cost of sales 187577 – 187577177633 –177633
gross profit 124377 – 124377109681 –109681
administrative expenses  
– administration expenses excluding amortisation 
of acquired intangibles  75408 3476 78884 66637 3278 63359
– amortisation of acquired intangibles – 7463 7463 – 6265 6265
 75408 10939 86347 66637 2987 69624
operating profit 48969 10939 38030 43044 2987 40057
finance income 6 4455 – 4455 4205 1446 5651
finance costs 7 10008 – 10008 8975 – 8975
net finance costs 5553 – 5553 4770 1446 3324
profit before tax 4 43416 10939 32477 38274 1541 36733
income tax 8 9858 2202 7656 8686 752 7934
profit for the year 33558 8737 24821 29588 789 28799
attributable to  
equity holders of the parent 33333 8737 24596 29406 789 28617
noncontrolling interests 225 – 225 182 – 182
 33558 8737 24821 29588 789 28799
earnings per share  
basic 10 4451p 5210p
diluted 10 4371p 5123p
 
 
46   synergy health plc annual report  financial statements 2012
financial statements consolidated statement of  
comprehensive income 
for the period ended 1 april 2012 
 
note 
2012 
£’000
2011 
£’000
profit for the year  24821 28799
other comprehensive incomeexpense for the year  
exchange differences on translation of foreign operations  9210 2647
cash flow hedges   
– fair value movement in equity  1341 112
– reclassified and reported in net profit  112 550
actuarial lossgain on defined benefit pension plans 27 7941 2454
provision for deferred tax on defined benefit pension plans 20 1707 932
  16673 687
total comprehensive income for the year  8148 28112
attributable to  
equity holders of the parent  7970 28029
noncontrolling interests  178 83
  8148 28112
 
 
synergy health plc annual report  financial statements 2012   47
financial statements governance business review overview consolidated statement  
of financial position 
at 1 april 2012 
 
note 
2012 
£’000
2011 
£’000
noncurrent assets  
goodwill 11 218305 193577
other intangible assets 12 60893 39380
property plant and equipment 13 254442 209829
investment property 14 960 970
investments  637 –
trade and other receivables 17 1551 1361
total noncurrent assets  536788 445117
current assets  
inventories 16 11211 13513
trade and other receivables 17 53651 48673
cash and cash equivalents  21986 38781
total current assets  86848 100967
total assets  623636 546084
capital and reserves attributable to the group’s equity holders  
share capital 23 346 344
share premium account  64952 63531
translation reserve  36275 45438
cash flow hedging reserve  1341 112
merger reserve  106757 106757
retained earnings  83842 72634
equity attributable to equity holders of the parent  290831 288592
noncontrolling interest  822 644
total equity  291653 289236
current liabilities  
interestbearing loans and borrowings 18 6398 139414
trade and other payables 21 84012 60254
derivative financial instruments  1341 112
current tax liabilities  7338 9539
short term provisions 22 3385 375
total current liabilities  102474 209694
noncurrent liabilities  
interestbearing loans and borrowings 18 189051 11689
retirement benefit obligations 27 18312 12251
deferred tax liabilities 20 11536 12171
provisions 22 10335 10705
deferred government grants  275 338
total noncurrent liabilities  229509 47154
total liabilities  331983 256848
total equity and liabilities  623636 546084
the consolidated financial statements on pages 46 to 83 were approved by the board on 7 june 2012 and signed on its behalf by 
g hill 
director 
48   synergy health plc annual report  financial statements 2012
financial statements consolidated cash flow  
statement  
for the period ended 1 april 2012 
 
note 
2012
£’000
2011
£’000
profit for the year  24821 28799
adjustments  57538 54932
cash generated from operations  82359 83731
income tax paid  12976 6262
net cash generated from operating activities  69383 77469
cash flows from investing activities  
acquisition of subsidiary – net of cash  24 66208 1560
purchases of property plant and equipment ppe  47363 37599
purchase of intangible assets  2808 569
proceeds from sale of ppe  265 1293
receipt of government grants  128 63
interest received  1652 2856
net cash used in investing activities  114334 35516
cash flows from financing activities  
dividends paid  9206 7838
proceeds from borrowings  93508 90531
repayment of borrowings  47497 82784
repayment of hire purchase loans and finance leases  2949 3880
interest paid  6713 5863
proceeds from issue of shares  1421 1189
net cash used in financing activities  28564 8645
net decreaseincrease in cash and bank overdrafts  16387 33308
cash and bank overdrafts at beginning of period  38781 6275
exchange differences  408 802
cash and bank overdrafts at end of period  21986 38781
 
 
2012 
£’000
2011 
£’000
cash generated from operations 
profit for the period 24821 28799
adjustments for 
– depreciation  35254 33799
– amortisation of intangible assets 7803 6591
– equitysettled sharebased payments 2306 1088
– beamone consideration 290 –
– loss on sale of tangible fixed assets 817 156
– finance income 4455 5651
– finance costs 10008 8975
– income tax expense 7656 7934
changes in working capital 
– inventories 2280 769
– trade and other receivables 2722 1332
– trade other payables and provisions 2252 2028
cash generated from recurring operations 81806 81618
increase in other payables from nonrecurring items 553 2113
cash generated from operations 82359 83731
 
synergy health plc annual report  financial statements 2012   49
financial statements governance business review overview consolidated statement of  
changes in equity 
for the period 1 april 2012 
 
 
share  
capital  
£’000 
share 
premium 
£’000
merger 
reserve 
£’000
cash flow 
hedging 
reserves 
£’000
translation 
reserve 
£’000
retained  
earnings  
£’000
total  
attributable to 
equity holders  
of the parent  
£’000 
non
controlling 
interest
£’000
total 
equity 
£’000
balance at 28 march 2010 342 62344 106757 550 47986 48928 265807 561 266368
total comprehensive income   
profit – ––––2861728617 18228799
other comprehensive income   
translation of foreign operations – – – – 2548 – 2548 99 2647
net movements on cash flow 
hedges – ––438––438 –438
actuarial movement  
net of tax – – – – – 1522 1522 – 1522
total comprehensive income 
for the year – – – 438 2548 30139 28029 83 28112
transactions with owners of the  
company recognised directly in equity   
dividends paid – –––– 7838 7838 – 7838
issue of shares 2 1187 –––– 1189 – 1189
sharebased payments net of tax – –––– 1405 1405 – 1405
balance at 3 april 2011 344 63531 106757 112 45438 72634 288592 644 289236
total comprehensive income   
profit – ––––2459624596 225 24821
other comprehensive income   
translation of foreign operations – – – –9163 –9163 479210
net movements on cash flow 
hedges – – –1229 – –1229 –1229
actuarial movement  
net of tax – ––––6234 6234 – 6234
total comprehensive income 
for the year – – –1229916318362 7970 178 8148
transactions with owners of the  
company recognised directly in equity  
dividends paid – ––––9206 9206 – 9206
issue of shares 2 1421 –––– 1423 – 1423
sharebased payments net of tax – –––– 2052 2052 – 2052
balance at 1 april 2012 346 64952 106757 1341 36275 83842 290831 822 291653
the cash flow hedging reserve of £1341000 debit 2011 £112000 debit and 2010 £550000 debit represents the fair value gains and losses on 
hedging arrangements that are effective and qualify for cash flow hedge accounting the brought forward reserve of £112000 debit unwound 
during the year and revaluation of existing instruments at the balance sheet date gave rise to the closing reserve 
the sharebased payment credit of £2052000 2011 £1405000 includes a debit of £325000 2011 debit £211000 relating to deferred 
taxation and a credit of £420000 2011 credit £481000 relating to current taxation 
the accompanying accounting policies and notes form part of these financial statements 
 
50   synergy health plc annual report  financial statements 2012
financial statements notes to the consolidated 
financial statements  
for the period ended 1 april 2012 
 
1 general information 
synergy health plc ‘the company’ and its subsidiaries together ‘the group’ deliver a range of specialist outsourced services to healthcare 
providers and other customers concerned with health management the company is registered in the united kingdom under company registration 
number 3355631 and its registered office is ground floor stella windmill hill business park whitehill way swindon wilts sn5 6nx 
the financial statements are rounded to the nearest thousand pounds and have been prepared and approved by the directors in accordance 
with international financial reporting standards as adopted for use in the eu ‘ifrs’ the company has elected to prepare its parent company 
financial statements in accordance with uk gaap these are presented on pages 84 to 91 
2 accounting policies 
basis of accounting 
the consolidated financial statements incorporate the financial statements of the company and entities controlled by the company its subsidiaries 
made up to the nearest weekend to 31 march each year the current accounting period is 52 weeks in length 2011 53 weeks in length  
basis of consolidation 
control is achieved where the company has the power to govern the financial and operating policies of an investee entity so as to obtain 
benefits from its activities 
the results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date 
of acquisition or up to the effective date of disposal as appropriate where necessary adjustments are made to the financial statements of 
subsidiaries to bring the accounting policies used in line with those used by the group all intragroup transactions balances income and expenses 
are eliminated on consolidation 
jointlycontrolled entities are those entities over whose activities the group has joint control established by contractual agreement the consolidated 
financial statements include the group’s proportionate share of the entities’ assets liabilities revenue and expenses with items of a similar nature on 
a linebyline basis from the date that joint control commences until the date that joint control ceases 
measurement convention 
the financial statements are prepared on the historical cost basis except as disclosed in the accounting policies set out below  
going concern 
in adopting the going concern basis for preparing the financial statements the directors have considered the group’s business activities as set out in 
the strategic review and regional review the financial position of the group and its cash flows and borrowing requirements as set out in the finance 
director’s review and the principal risks and uncertainties as set out on pages 23 to 25 based on the group’s cash flow forecasts and projections 
the board is satisfied that the group will be able to operate within the level of its facilities for the foreseeable future for this reason the group 
continues to adopt the going concern basis in preparing its consolidated financial statements 
business combinations 
the group applies ifrs 3 business combinations revised in accounting for business combinations the acquisition of subsidiaries is accounted 
for using the purchase method the cost of the acquisition is measured at the aggregate of the fair values at the date of exchange of assets given 
liabilities incurred or assumed and equity instruments issued by the group in exchange for control of the acquiree the acquiree’s identifiable assets 
liabilities and contingent liabilities that meet the conditions for recognition are recognised at their fair value at the acquisition date provisional fair 
value allocations are reviewed and if necessary adjusted no later than one year from the acquisition date costs that the group incurs in connection 
with a business combination other than those associated with the issue of debt or equity securities are expensed as incurred 
revenue recognition 
revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services 
provided in the normal course of business net of discounts vat and other sales related taxes 
the principal activity of the group is the provision of services but sometimes goods are also supplied usually as part of a service offering revenue is 
recognised once the service has been completed and the group has transferred the significant risks and rewards of ownership of the goods to the 
buyer the group does not participate in activities which need to be accounted for under long term contract accounting rules 
nonrecurring items 
nonrecurring income and expenses are those items that are oneoff in nature and create significant volatility in reported earnings and are therefore 
reported separately in the income statement  
retirement benefit costs 
payments to defined contribution retirement benefit schemes are charged as an expense as they fall due payments made to statemanaged 
retirement benefit schemes are dealt with as payments to defined contribution schemes where the group’s obligations under the schemes are 
equivalent to those arising in a defined contribution retirement benefit scheme 
for defined benefit schemes the cost of providing benefits is determined using the projected unit credit method with actuarial valuations being 
carried out at each balance sheet date actuarial gains and losses are recognised in full in the period in which they occur and presented in the 
statement of comprehensive income past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is 
amortised on a straightline basis over the average period until the benefits become vested  
synergy health plc annual report  financial statements 2012   51
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
2 accounting policies continued 
the retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for 
unrecognised past service cost and as reduced by the fair value of scheme assets any asset resulting from this calculation is limited to past service 
cost plus the present value of available refunds and reductions in future contributions to the scheme 
finance charges and income 
interest charges and income are accounted for on an accruals basis financing transaction costs that relate to financial liabilities are charged 
to interest expense by reference to the effective interest rate method and are recognised within the carrying value of the related financial liability 
on the balance sheet fees paid for the arrangement of credit facilities are recognised through the finance expense over the term of the facility 
where assets or liabilities on the group balance sheet are carried at net present value the increase in the amount due to unwinding the 
discount is recognised as a finance expense or finance income as appropriate 
taxation 
the tax expense represents the sum of the tax currently payable and deferred tax  
the tax currently payable is based on taxable profit for the year taxable profit differs from profit as reported in the income statement because it 
excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible 
the group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date 
deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial 
statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method deferred tax 
liabilities are recognised for taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits 
will be available against which deductible temporary differences can be utilised  
deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and joint ventures except where the 
group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable 
future deferred tax is not recognised on taxable temporary differences arising on the initial recognition of goodwill or for temporary differences 
arising from the initial recognition of assets and liabilities in a transaction that is not a business combination and that affect neither accounting nor 
taxable profit  
deferred tax is calculated at the tax rates that have been enacted or substantively enacted by the balance sheet date deferred tax is charged or 
credited in the income statement except when it relates to items charged or credited directly to equity in which case the deferred tax is also dealt 
with in equity deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax 
liabilities and when they relate to income taxes levied by the same tax authority and the group intends to settle its current tax assets and liabilities 
on a net basis 
dividends 
final dividends are recorded in the financial statements in the period in which they are approved by the group’s shareholders interim dividends 
are recorded in the period in which they are approved and paid  
intangible assets 
goodwill 
goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value of the identifiable 
assets and liabilities of a subsidiary at the date of acquisition goodwill is initially recognised at cost and is subsequently measured at cost less 
any accumulated impairment losses goodwill is reviewed for impairment at least annually any impairment is recognised immediately in the 
income statement 
other intangible assets 
intangible assets that are acquired by the group are initially capitalised at fair value as at the date of the acquisition and subsequently stated at 
carrying value less accumulated amortisation and impairment losses intangible assets are amortised from the date they are available for use 
amortisation is charged to the income statement on a straightline basis over their estimated useful lives as follows 
customerrelated intangibles  5–15 years 
trade names  10 years 
costs incurred in setting up long term agreements are capitalised as intangible assets and amortised over the life of the contract to which the costs 
relate technology licences are amortised from the date that they generate economic benefit and over the period of that benefit 
property plant and equipment 
land and buildings 
the group’s policy is not to revalue property for accounting purposes  
depreciation 
depreciation is charged so as to write off the cost of tangible noncurrent assets excluding cobalt less estimated residual values over their 
estimated useful lives in equal annual instalments as follows 
freehold land  not depreciated  plant and machinery   3–20 years 
freehold property  50 years   office equipment   3–5 years 
leasehold improvements  period of lease  cobalt    15 years 
assets in the course on construction not depreciated  circulating inventory   1–5 years 
 
52   synergy health plc annual report  financial statements 2012
financial statements  
 
2 accounting policies continued 
cobalt is depreciated over 15 years as follows the reducing balance is used for the first eight years then the residual net book value is depreciated 
on a straightline basis over seven years potential decommissioning costs are capitalised and amortised over 15 years on a straightline basis 
a corresponding provision is recognised in the balance sheet on acquisition  
circulating inventory mainly comprises linen textile assets provided to customers on a rental service basis assets held under finance leases are 
depreciated over their expected useful lives on the same basis as owned assets or where shorter over the term of the relevant lease 
assets held under leases 
leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee 
all other leases are classified as operating leases  
assets held under hire purchase contracts are recognised as assets of the group at their fair value or if lower the present value of the minimum 
lease payments each determined at the inception of the lease the corresponding liability to the lessor is included in the balance sheet as a finance 
lease obligation lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of 
interest on the remaining balance of the liability  
rentals payable under operating leases are charged to income on a straightline basis over the term of the relevant lease benefits received and 
receivable as an incentive to enter into an operating lease are also spread on a straightline basis over the lease term 
impairment of tangible and intangible assets  
at each balance sheet date the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any 
indication that those assets have suffered an impairment loss if any such indication exists the recoverable amount of the asset is estimated in order 
to determine the extent of the impairment loss if any where the asset does not generate cash flows that are independent from other assets the 
group estimates the recoverable amount of the cashgenerating unit to which the asset belongs an intangible asset with an indefinite useful life is 
tested for impairment annually and whenever there is an indication that the asset may be impaired 
recoverable amount is the higher of fair value less costs to sell and value in use in assessing value in use the estimated future cash flows are 
discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks 
specific to the asset for which the estimates of future cash flows have not been adjusted 
if the recoverable amount of an asset or cashgenerating unit is estimated to be less than its carrying amount the carrying amount of the asset 
cashgenerating unit is reduced to its recoverable amount any impairment in value is recognised in the income statement 
investment property 
investment properties are properties land and buildings which are held either to earn rental income or for capital appreciation or for both 
investment properties are stated at cost less accumulated depreciation depreciation is charged so as to write off the cost of the buildings 
over 50 years land is not depreciated 
inventories 
inventories are stated at the lower of cost and net realisable value cost comprises direct materials and where applicable direct labour costs and 
those overheads that have been incurred in bringing the inventories to their present location and condition net realisable value represents the 
estimated selling price less all estimated costs of completion and costs to be incurred in marketing selling and distribution 
provisions 
provisions are recognised when the group has a present obligation as a result of past event and it is probable that the group will be required to 
settle that obligation provisions are measured at the director’s best estimate of the expenditure required to settle the obligation at the balance sheet 
date and are discounted to present value where appropriate  
financial instruments 
financial assets and financial liabilities are recognised on the group’s balance sheet when the group becomes a party to the contractual provisions 
of the instrument 
trade receivables  
trade receivables are nonderivative financial assets which arise when the group provides goods or services directly to a third party and where there 
is no intention of trading the financial asset the receivables are initially recognised at fair value they are subsequently measured at amortised cost 
using the effective interest method less provision for impairment any change in their value through impairment or reversal of impairment is 
recognised in the income statement 
provision against trade receivables is made when objective evidence is received that the group will not be able to collect all amounts due to it in 
accordance with the original terms of those receivables the amount of the write down is determined as the difference between the asset’s carrying 
amount and the present value of estimated future cash flows 
cash and cash equivalents  
cash and cash equivalents comprise cash on hand and demand deposits and other short term highly liquid investments that are readily convertible 
to a known amount of cash and are subject to an insignificant risk of changes in value 
overdrafts that are repayable on demand and form an integral part of the group’s cash management are netted off against cash 
financial liabilities and equity instruments  
financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into an equity 
instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities 
synergy health plc annual report  financial statements 2012   53
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
2 accounting policies continued 
bank borrowings  
interestbearing bank loans and overdrafts are initially recorded at fair value net of direct issue costs finance charges including premiums payable 
on settlement or redemption and direct issue costs are accounted for on an accrual basis in profit or loss using the effective interest rate method 
and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise 
trade payables  
trade payables are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method 
equity instruments  
equity instruments issued by the company are recorded at the proceeds received net of direct issue costs 
derivative financial instruments and hedge accounting  
the group’s activities expose it to the financial risks of changes in foreign currency exchange rates and interest rates the group uses floating to 
fixed interest rate swaps and foreign exchange forward contracts to manage these exposures some of these contracts are designated as cash flow 
hedges under ias 39 the group does not use derivative financial instruments for speculative purposes derivative financial instruments are 
measured at fair value  
changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows or against net investment 
in overseas subsidiaries are recognised directly in equity and any ineffective portion is recognised immediately in the income statement if the cash 
flow hedge of a firm commitment or forecasted transaction results in the recognition of a nonfinancial asset or liability then at the time the asset or 
liability is recognised the associated gains or losses on the derivative that had previously been recognised in equity are included in the initial 
measurement of the asset or liability for hedges that do not result in the recognition of an asset or a liability amounts deferred in equity are 
recognised in the income statement in the same period in which the hedged item affects net profit or loss 
changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income statement as 
they arise 
hedge accounting is discontinued when the hedging instrument expires or is sold terminated or exercised or no longer qualifies for hedge 
accounting at that time any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted 
transaction occurs if a hedged transaction is no longer expected to occur the net cumulative gain or loss recognised in equity is transferred to 
the income statement 
derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics 
are not clearly related to those of the host contracts and the host contracts are not carried at fair value with gains or losses reported in the income 
statement 
foreign currencies 
the individual financial statements of each group company are presented in the currency of the primary economic environment in which it 
operates its functional currency for the purpose of the consolidated financial statements the results and financial position of each group 
company are expressed in pounds sterling which is the functional currency of the company and the presentation currency for the consolidated 
financial statements 
in preparing the financial statement of the individual companies transactions in currencies other than the entity’s functional currency foreign 
currencies are recorded at rates of exchange prevailing at the dates of the transactions at each balance sheet date monetary assets and liabilities 
that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date nonmonetary items that are measured 
in terms of historical cost in a foreign currency are not retranslated 
exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are included in the income statement  
in order to manage its exposure to certain foreign exchange risks the group enters into forward contracts and options see above for the details 
of the group’s accounting policies in respect of such derivative financial instruments 
for the purpose of presenting consolidated financial statements the assets and liabilities of the group’s foreign operations are translated at exchange 
rates prevailing on the balance sheet date income and expense items are translated at the average exchange rates for the period unless exchange 
rates fluctuate significantly during that period in which case the exchange rates at the date of transactions are used exchange differences arising if 
any are classified as equity and transferred to the group’s translation reserve  
sharebased payments 
the group has applied the requirements of ifrs 2 sharebased payments in accordance with the transitional provisions ifrs 2 has been applied 
to all grants of equity instruments after 7 november 2002 that were unvested at 3 april 2005 
the group issues equitysettled sharebased payments to certain employees equitysettled sharebased payments are measured at fair value 
excluding the effect of nonmarketbased vesting conditions at the date of grant the fair value of each award is expensed on a straightline basis 
over the vesting period based on the group’s estimate of shares that will eventually vest and adjusted for the effect of nonmarketbased vesting 
conditions the level of vesting is reviewed annually the charge is adjusted to reflect actual and estimated levels of vesting  
fair value is measured by use of a blackscholes model except for the long term incentive plan awards which are subject to a total shareholder 
return performance condition where a model following similar principles to the monte carlo approach is used the expected life used in the model 
has been adjusted based on management’s best estimate for the effects of nontransferability exercise restrictions and behavioural considerations 
54   synergy health plc annual report  financial statements 2012
financial statements  
 
2 accounting policies continued 
critical accounting estimates and judgements 
the preparation of financial statements in conformity with ifrs requires management to make judgements estimates and assumptions that affect 
the application of policies and reported amounts of assets and liabilities income and expenses where estimates and associated assumptions are 
made they are based on historical experience and various other factors that are believed to be reasonable under the circumstances the results of 
which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources 
actual results may differ from these estimates 
the estimates and underlying assumptions are reviewed on an ongoing basis key areas of estimate uncertainty are set out below 
• in relation to the group’s cobalt provision costs of future disposal are based on contractual arrangements with third parties and latest disposal 
cost estimates 
• the group cobalt depreciation policy is based on the actual physical decay of the cobalt 60 isotope 
• in relation to the group’s property plant and equipment note 13 useful economic lives and residual values of assets have been established 
using historical experience and an assessment of the nature of the assets involved  
• impairment tests have been undertaken with respect to goodwill note 11 using commercial judgement and a number of assumptions and 
estimates have been made to support their carrying amounts 
• in relation to the group’s defined benefit pension schemes actuarial assumptions are established using relevant market benchmark data and 
with the advice of external qualified actuaries 
• customer related intangibles that are acquired as part of an acquisition are valued based on the forecast discounted cash flows arising from these 
customers taking account of historically observed customer attrition rates 
• the group operates in a number of countries all of which have their own tax legislation deferred tax assets and liabilities are recognised at the 
current tax rate which may not be the tax rate at which they unwind the group has available tax losses some of which have been recognised 
and some of which have not based upon management’s best estimates of the ability of the group to utilise those losses  
adoption of new standards 
the following new standards amendments to standards or interpretations must be applied for the first time by the group for the period ending 
1 april 2012 but are not currently relevant 
• ifrs 1 firsttime adoption of ifrss 
• ifrs 7 financial instruments disclosures 
• ias 1 presentation of financial statements 
• ias 24 related party disclosures revised 2009 
• ias 34 interim financial reporting 
• ifric 13 customer loyalty programmes 
• ifric 14 prepayments of a minimum funding requirement 
in addition to the above amendments to a number of standards under the annual improvements project to ifrs which are mandatory for the 
period ending 1 april 2012 have been adopted in the year none of these amendments has had a material impact on the group’s financial 
statements  
the following standard has been published endorsed by the eu and is available for early adoption but has not yet been applied by the group in 
these financial statements 
• ifrs 7 financial instruments disclosures – amendments regards transfers of financial assets 
management is currently assessing the impact of these amendments on the financial statements they are not expected to impact the 
group significantly 
synergy health plc annual report  financial statements 2012   55
financial statements governance business review overview notes to the consolidated financial statements 
continued 
3 segmental information 
the group is organised into four operating segments and information on these segments is reported to the chief operating decision maker ‘codm’ 
for the purposes of resource allocation and assessment of performance the codm has been identified as the board of directors the four 
operating segments are the uk  ireland europe  middle east asia  africa and the americas  
the segments derive their revenues from the same range of products and services – being the provision of healthcare services applied sterilisation 
services formerly termed medical device sterilisation services and hospital sterilisation services the codm monitors the performance of the 
operating segments based on adjusted operating profit being operating profit excluding the impact of amortisation on acquired intangibles and  
nonrecurring items 
segment information about these divisions is presented below 
uk  ireland 
2012 
£’000
europe 
middle east 
2012 
£’000
asia  africa  
2012  
£’000 
americas 
2012 
£’000
total 
2012 
£’000
revenue from external customers 158254 123254 17444 13002 311954
segment profit 28272 19493 3831 3213 54809
segment depreciation 12323 17946 4176 834 35279
segment assets 237101 252832 85384 48319 623636
the comparative figures for the previous year are shown below the americas segment has been created in the period by the acquisition of msi and 
beamone see note 24a and 24d as a consequence us revenues and profit disclosed within asia in the prior year figure have been restated  
uk  ireland 
2011 
£’000
europe 
middle east 
2011
£’000
asia  africa  
2011  
£’000 
restated 
americas 
2011 
£’000
total 
2011 
£’000
revenue from external customers 154916 118764 13254 380 287314
segment profit 25010 20548 2670 38 48266
segment depreciation 14014 16427 3358 – 33799
segment assets 260180207485 78419 –546084
the table below reconciles the total segment profit above to the group’s operating profit and profit before tax 
 
2012 
£’000
2011 
£’000
total segment profit 54809 48266
unallocated amounts  
– corporate expenses 5840 5222
– nonrecurring costs 3476 3278
amortisation of acquired intangibles 7463 6265
operating profit 38030 40057
net finance costs 5553 3324
profit before tax 32477 36733
the table below analyses the group’s revenues from external customers between the three principal productservice groups 
 
2012 
£’000
2011 
£’000
healthcare solutions 153745 160380
hospital sterilisation services 62822 56860
applied sterilisation technologies 95387 70074
 311954 287314
ifrs 8 operating segments requires the group to disclose information about the extent of its reliance on its major customers the group has no 
single customer making up more than 10 of total revenues  
56   synergy health plc annual report  financial statements 2012
financial statements  
 
3 segmental information continued 
the table below analyses the group’s revenue from external customers and noncurrent assets other than financial instruments investment 
properties deferred taxation and rights under insurance by geography 
 2012  2011
 
revenue 
£’000
noncurrent  
assets  
£’000  
revenue 
£’000
noncurrent 
assets 
£’000
uk 143511 148611  141732 146926
netherlands 104042 128022  104547 135312
rest of world 64401 258558  41035 161909
 311954 535191  287314 444147
4 profit before tax 
profit before tax has been arrived at after chargingcrediting 
 
2012 
£’000
2011 
£’000
release of government grants received – 107
depreciation of property plant and equipment 35244 33799
depreciation of investment property 10 10
amortisation of acquired intangibles  7463 6265
amortisation of purchased intangible assets 340 326
cost of inventories recognised as expense 35615 39858
staff costs note 5  120946 113487
foreign exchange gains 556 190
auditors’ remuneration for audit services 377 362
nonrecurring items of £3476000 2011 £3278000 credit have been charged in arriving at operating profit the table and accompanying notes 
provide further details 
£’000
closure of certain operating and manufacturing facilities  2649
costs incurred on the acquisition and disposal of businesses  565
contingent consideration on acquisitions note 24d 290
other 28
2012 nonrecurring charge 3476
transaction costs incurred on the acquisition of businesses have been recognised in the income statement these costs relate primarily to the 
acquisition of four businesses beamone sterilgamma lsh and msi these acquisitions are disclosed in more detail in notes 24a to 24d 
included in this charge is a loss of £70000 recognised on the disposal of a subsidiary undertaking in july 2011 the discontinued activity relating 
to this disposal has been included in the income statement the table below provides further details 
 
2012 
£’000
2011 
£’000
turnover 1025 6950
operating profit 3 359
during the period the group incurred costs in restructuring its healthcare solutions business in the uk and europe these costs related mainly to 
employee termination payments and property costs 
as detailed in note 24d the group has a liability in respect of deferred contingent consideration of beamone based on beamone’s performance 
for the year the amount of such consideration to be paid is in excess of that recognised at the date of acquisition in accordance with ifrs 3 
revised ‘business combinations’ this increase has been recognised in the income statement  
the total impact of nonrecurring items on profit after tax is a charge of £3393000  
synergy health plc annual report  financial statements 2012   57
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
4 profit before tax continued 
in the prior year nonrecurring items of £3278000 were credited in arriving at operating profit the table and accompanying notes provide 
further details 
£’000
costs incurred on the acquisition and disposal of businesses 889
gain net of costs on legal case 4167
2011 nonrecurring credit 3278
transaction costs incurred on the acquisition of businesses in the prior year have been recognised in the income statement these costs related 
primarily to the acquisition of gsp in late 2010 and beamone which completed early in the current year these acquisitions are disclosed in more 
detail in notes 24e and 24d respectively  
during the prior year the group received a summary court judgement in our favour relating to an insurance claim arising from a fire at our dunstable 
facility in early 2007 the nonrecurring gain of £4167000 reflects the recognition of insurance proceeds received less costs associated with the 
claim and final additional costs of working not previously written down in addition to the above a nonrecurring credit of £1446000 in respect of 
court awarded interest on the dunstable insurance case was recognised in finance income  
the total impact of nonrecurring items to profit after tax in the prior year was a credit of £3153000 
a more detailed analysis of auditors’ remuneration is provided below 
 
2012 
£’000
2011 
£’000
audit services 
– audit of these financial statements 60 62
– audit of financial statements of subsidiaries 317 300
 377 362
– auditrelated regulatory reporting 18 18
– other services 40 58
5 staff costs 
the average number of monthly employees employed by the group during the year including executive directors was as follows 
 
2012 
number
2011
number
production 3794 3632
selling and distribution 96 101
administration 509 568
 4399 4301
their aggregate remuneration comprised 
 
2012
£’000
2011 
£’000
wages and salaries 102040 97363
social security costs 11418 11166
sharebased payments  2306 1088
other pension costs 5182 3870
total staff costs 120946 113487
6 finance income 
 
2012 
£’000
2011 
£’000
interest on bank deposits 1652 1410
expected return on defined benefit pension plan assets 2803 2795
interest on insurance receipts – 1446
total financing income 4455 5651
 
58   synergy health plc annual report  financial statements 2012
financial statements  
 
7 finance costs 
 
2012 
£’000
2011 
£’000
on bank loans and overdrafts 5037 4683
finance charges in respect of hire purchase loans 480 720
other interest payable and similar charges 1302 131
total external borrowing costs 6819 5534
unwinding of discount on provisions 103 266
interest on defined benefit plan obligations 3086 3175
total financing cost 10008 8975
8 taxation 
 
2012 
£’000
2011 
£’000
current tax 
uk tax 2727 4598
overseas tax  5843 6375
adjustment in respect of prior years 953 233
total current tax 9523 10740
deferred tax 
origination and reversal of temporary differences 65 109
adjustment in respect of prior years 1255 1856
effect of rate change 677 841
total deferred tax 1867 2806
total tax in income statement 7656 7934
uk corporation tax is calculated at 26 2011 28 of the estimated assessable profit for the year taxation for overseas operations is calculated 
at the local prevailing rates  
on 23 march 2012 the chancellor of the exchequer announced the reduction in the main rate of uk corporation tax to 24 with effect from 
1 april 2012 this change was enacted on 26 march 2012 under the provisional collection of taxes act 1968 the effect of the rate reduction 
creates a reduction in the deferred tax liability which has been included in the figures above 
on 23 march 2012 the chancellor of the exchequer also announced the reduction in the main rate of uk corporation tax to 23 for the year 
starting 1 april 2013 it is expected that this change will be substantially enacted in june or july 2012  
the charge for the year can be reconciled to the profit before tax per the income statement as follows 
 
2012 
£’000
2011 
£’000
profit before tax 32477 36733
tax at the uk corporation tax rate of 26 2011 28 8444 10285
effect of 
expenses not deductible for tax purposes 380 866
different tax rates on overseas earnings 631 1096
overseas withholding tax 231 –
adjustment in respect of prior years 294 2090
effect of change in uk corporation tax rate 474 633
previously unrecognised unused tax losses – 602
tax charge for year 7656 7934
 
synergy health plc annual report  financial statements 2012   59
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
9 dividends 
 
2012
£’000
2011 
£’000
amounts recognised as distributions to equity holders in the period 
final dividend for the year ended 3 april 2011 of 984p per share 5432 –
second interim dividend for the year ended 28 march 2010 of 83p per share – 4540
interim dividend for the period ended 1 april 2012 of 682p 2011 60p per share 3774 3298
 9206 7838
the board of directors will recommend to the shareholders a final dividend for the period ended 1 april 2012 of 1118p 2011 984p  
10 earnings per share 
 
2012 
£’000
2011 
£’000
earnings 
earnings for the purposes of basic earnings per share being net profit attributable to equity holders of the parent 24596 28617
 
 
shares 
’000
shares 
’000
number of shares 
weighted average number of ordinary shares for the purposes of basic earnings per share 55257 54923
effect of dilutive potential ordinary shares 
share options 1013 940
weighted average number of ordinary shares for the purposes of diluted earnings per share 56270 55863
earnings per ordinary share 
basic  4451p 5210p
diluted  4371p 5123p
 
 £’000 £’000
adjusted earnings per share 
operating profit 38030 40057
amortisation of acquired intangible assets 7463 6265
nonrecurring items 3476 3278
adjusted operating profit 48969 43044
net finance costs 5553 4770
adjusted profit on ordinary activities before taxation 43416 38274
taxation on adjusted profit on ordinary activities 9858 8686
noncontrolling interest 225 182
adjusted net profit attributable to equity holders of the parent 33333 29406
adjusted basic earnings per share  6032p 5354p
adjusted diluted earnings per share  5924p 5264p
 
60   synergy health plc annual report  financial statements 2012
financial statements  
 
11 goodwill 
 £’000
cost and carrying amount 
at 28 march 2010  194778
exchange differences 1858
recognised on acquisition of businesses 657
at 3 april 2011 193577
exchange differences 6426
recognised on acquisition of businesses 31154
at 1 april 2012 218305
goodwill acquired on a business combination is allocated at acquisition to the cashgenerating units ‘cgus’ that are expected to benefit from that 
business combination the carrying amount of goodwill has been allocated as shown in the table below this table also provides the assumptions 
used by management in assessing the carrying value of these amounts  
goodwill arising on acquisitions during the year as per notes 24a to 24e has been allocated to the rest of europe sterilisation services segment 
lsh the rest of world sterilisation services segment sterilgamma and to the americas sterilisation services segment beamone and msi 
  2012 2011
 
pretax 
discount  
rate  
 
midterm 
growth 
rates 

perpetuity 
growth 
rates 
 £’000
pretax
discount 
rate 

midterm  
growth  
rates  
 
perpetuity 
growth 
rates 
 £’000
uk  ireland segment   
healthcare solutions 84 2 to 5 0 23497 94 2–5 1 23556
hospital sterilisation services 78 10 1 4654 92 5 1 4654
applied sterilisation technologies 75 5 2 32586 91 5 2 32586
europe  middle east segment    
healthcare solutions 78 2 0 27727 89 3–4 0 29314
applied sterilisation technologies 75 5 2 89639 86 5 2 79992
americas segment 78 10 2 16028 –– – –
asia  africa segment 78 8 2 24174 89 5 2 23475
  218305 193577
 applied sterilisation technologies was termed medical device sterilisation services in the prior period 
the group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired an impairment test is 
a comparison of the carrying value of the assets of a cgu to their recoverable amount based on a value in use calculation where the recoverable 
amount is less than the carrying value an impairment results during the year the goodwill for each cgu was separately assessed and tested for 
impairment with £nil 2011 £nil impairment charges resulting 
as part of testing goodwill for impairment detailed forecasts of operating cash flows for a period of five years are derived from the most recent 
financial forecasts approved by management cash flows for the period beyond the financial forecasts are extrapolated based on estimates of future 
growth rates as disclosed above for each cgu the future growth rates used in the recoverable amount calculation do not exceed the long term 
average growth rates for the markets to which the cgu is dedicated  
discount rates have been estimated based on pretax rates that reflect current market assessments of the time value of money and the risks 
specific to the cgu in determining the discount rate management have sought to arrive at a pretax weighted average cost of capital wacc 
using the capital asset pricing model to determine the cost of equity and then weighting the overall cost of capital for the group by equity and debt 
the discount rates applied to each specific cgu are set out in the table above 
a number of key assumptions are used as part of impairment testing these key assumptions are made by management reflecting past experience 
combined with their knowledge as to future performance and relevant external sources of information 
in determining the recoverable amount of each cgu the key assumptions are discount rate long term growth rate future sales prices and volumes 
new business won and the cost structure of each business 
sensitivity analysis as at 1 april 2012 has indicated that no reasonable foreseeable change in the key assumptions used in the impairment model 
will result in a significant impairment charge being recorded in the financial statements 
synergy health plc annual report  financial statements 2012   61
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
12 other intangible assets 
trade 
name 
£’000
customer  
contracts and 
relationships  
£’000 
other 
£’000
total 
£’000
cost  
at 28 march 2010  9563 55283 3066 67912
exchange differences 74 537 – 611
additions – – 569 569
acquired on acquisition of businesses – 1767 – 1767
at 3 april 2011 9489 56513 3635 69637
exchange differences 243 1906 66 2215
additions – – 2808 2808
transfers – – 1508 1508
acquired on acquisition of businesses –26314 –26314
at 1 april 2012 9246 80921 7885 98052
  
amortisation  
at 28 march 2010 3443 19449 901 23793
exchange differences 9 118 – 127
charge for the year 970 5295 326 6591
at 3 april 2011 4404 24626 1227 30257
exchange differences 121 813 – 934
transfers – – 33 33
charge for the year 977 6486 340 7803
at 1 april 2012 5260 30299 1600 37159
  
carrying amount  
at 1 april 2012 3986 50622 6285 60893
at 3 april 2011 5085 31887 2408 39380
at 28 march 2010  6120 35834 2165 44119
amortisation of intangible assets is included in administrative expenses in the income statement other intangibles includes capitalised software  
62   synergy health plc annual report  financial statements 2012
financial statements  
 
13 property plant and equipment 
 
freehold and 
long leasehold 
property 
£’000
short 
leasehold 
property 
£’000
plant 
machinery 
and office 
equipment 
£’000
cobalt 
£’000
circulating  
inventory  
£’000 
assets in 
course of 
construction 
£’000
total 
£’000
cost   
at 28 march 2010  68532 7079 134728 63760 41493 7321 322913
additions 445521212207970710486 42138478
acquisitions 1884–41252343– –8352
exchange differences 1086 – 1376 629 615 219 3925
disposals 116765174311913182 –22648
transfers 158–69320691 2074868
at 3 april 2011 68450 12285 145203 72042 38873 5449 342302
additions 3087 2682 11979 10519 12706 10054 51027
acquisitions 4440 23386 7767 – 918 36511
exchange differences 2545 5505 3377 1735 5913221
disposals 155 700483615176267 –13475
transfers – – 573 – – 2081 1508
at 1 april 2012 73277 14267 170800 85434 43577 14281 401636
accumulated depreciation and impairment  
at 28 march 2010 14776 2163 59353 21475 25118 – 122885
charge for the year 2414 2153 12195 6640 10397 – 33799
exchange differences 312 – 834 567 462 – 2175
disposals 331–4819286313155 –21168
transfers 566–1434–– –868
at 3 april 2011 17113 4316644612468521898 –132473
charge for the year 3002 72413106 765310759 –35244
disposals 136 487404015016229 –12393
transfers  – – 33 – – – 33
exchange differences  1158 – 350824161015 – 8097
at 1 april 2012 18821 4553699862842125413 –147194
carrying amount  
at 1 april 2012 54456 9714 100814 57013 18164 14281 254442
at 3 april 2011 51337 7969 80742 47357 16975 5449 209829
at 28 march 2010  53756 4916 75375 42285 16375 7321 200028
the carrying amount of the group’s plant and equipment includes an amount of £142 million 2011 £122 million in respect of assets held under 
hire purchase loan contracts 
the group has land and buildings a carrying value of £72 million pledged to secure banking facilities and other loans granted to the group 
2011 £139 million 
at 1 april 2012 the group had entered into contractual commitments for the acquisition of property plant and equipment amounting to 
£70 million 2011 £80 million 
included in the cost of property plant and equipment is £805000 2011 £805000 of capitalised interest 
synergy health plc annual report  financial statements 2012   63
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
14 investment property 
 £’000
cost 
at 28 march 2010 3 april 2011 and 1 april 2012 1000
accumulated depreciation 
at 28 march 2010 20
charge for the year 10
at 3 april 2011 30
charge for the year 10
at 1 april 2012 40
carrying amount 
at 1 april 2012 960
at 3 april 2011 970
at 28 march 2010 980
the directors estimate the fair value of the investment property to be £1500000 2011 £1000000 
15 interest in jointlycontrolled entity  
as part of the acquisition of isotron plc and its group in 2007 the group obtained a 50 interest in a jointlycontrolled entity isotron logistics bv 
whose principal activity is the provision of logistics consultancy this jointlycontrolled entity is incorporated and operates in the netherlands and is 
proportionately consolidated into the group financial statements on a linebyline basis included in the consolidated financial statements are the 
following items that represent the group’s interests in the assets liabilities revenue and expenses of the jointlycontrolled entity 
 
2012 
£’000
2011 
£’000
current assets 109 117
current liabilities 20 48
net assets 89 69
income 622 481
expenses including interest and tax 514 401
profit from operations 108 80
16 inventories 
 
2012 
£’000
2011 
£’000
raw materials 2004 3284
workinprogress 99 94
finished goods 7399 8386
process consumables 1709 1749
 11211 13513
the value of stock recognised as cost of sales is shown in note 4 the write down of inventories to net realisable value amounted to £1070000 
2011 £96000 the write down is included in cost of sales 
 
64   synergy health plc annual report  financial statements 2012
financial statements  
 
17 trade and other receivables 
 
2012 
£’000
2011 
£’000
current 
amounts receivable for the sale of goods and services 46419 43000
other receivables 3114 1907
prepayments and accrued income 4118 3766
 53651 48673
noncurrent 
prepayments 1551 1361
total 55202 50034
the average credit period taken on sales of goods and services is 46 days 2011 47 days the directors consider that the carrying amounts of 
trade and other receivables approximate their fair value 
18 interestbearing loans and borrowings 
this note provides information about the contractual terms of the group’s interestbearing loans and borrowings for more information about 
the group’s exposure to interest rate and foreign currency risk see note 19 the directors consider that the carrying amount of the group’s  
interestbearing loans and borrowings approximates to their fair value 
 
2012 
£’000
2011 
£’000
current liabilities 
bank loans 2914 136786
other interestbearing loans 465 397
finance lease liabilities 3019 2231
 6398 139414
long term liabilities 
bank loans 180878 4793
other interestbearing loans 1576 1265
finance lease liabilities 6597 5631
 189051 11689
total 195449 151103
analysis of borrowings by currency 
 
total 
£’000
sterling 
£’000
euros  
£’000 
us dollars 
£’000
chinese 
renminbi 
£’000
2012  
bank loans 183792 69678 83913 29415 786
other interestbearing loans 
finance lease liabilities 9616 9545 71 – –
 195449 79223 86025 29415 786
2011  
bank loans 141579 46407 63344 23519 8309
other interestbearing loans 1662 – 1662 – –
finance lease liabilities 7862 7238 624 – –
 1511035364565630 235198309
the weighted average interest rates paid were as follows 
 
2012 

2011 

bank overdrafts 23 23
bank and other loans 42 35
 
2041 – 2041 – –
synergy health plc annual report  financial statements 2012   65
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
18 interestbearing loans and borrowings continued 
terms and debt repayment schedule  
on 2 august 2011 the group entered into new revolving credit facilities with a club of banks the new revolving credit facilities were used to 
refinance the group’s previous syndicated loan facility of £160 million which had been due for repayment on 15 january 2012  
the new revolving credit facilities comprise one facility of £105 million and a second facility of €130 million both facilities are unsecured and 
attract a floating rate of interest although fixing arrangements have been entered into as described in note 19  
certain eurodenominated loans outside the main facilities totalling £33 million are secured by mortgages on certain dutch freehold properties 
the loans attract both floating and fixed rates of interest 
at 1 april 2011 the group had available £312 million of undrawn committed borrowing facilities in addition the group had undrawn overdraft and 
other uncommitted facilities totalling £122 million which it expects to renew during the financial year 
financial liabilities gross maturity 
the following are the contractual cash flows of financial liabilities including interest payments 
2012 
carrying 
value 
£’000
total 
£’000
0–6 months 
£’000
6–12 months  
£’000 
1–3 years 
£’000
3 years 
£’000
trade payables 214022140221402 – – –
nontrade payables and accrued expenses 485704857048570 – – –
contingent consideration 140401404010389 3651 – –
bank loans less than one year 2914 3468 3468 – – –
other interestbearing loans less than one year 465 469 469 – – –
finance leases less than one year 3019 3308 1819 1489 – –
bank loans greater than one year 180878 198315 1862 1862 7447 187144
other interestbearing loans greater than one year 1576 1631 18 18 1595 –
finance leases greater than one year 6597 7225 50 50 4853 2272
financial liabilities excluding derivative instruments 279461 298428 88047 7070 13895 189416
forward exchange contracts 9 9 5 4 – –
derivative financial assets 1350 1350 1350 – – –
financial liabilities 280802 299769 89392 7066 13895 189416
 
2011 
carrying 
value 
£’000
total 
£’000
0–6 months 
£’000
6–12 months  
£’000 
1–3 years 
£’000
3 years 
£’000
trade payables 21007 21007 21007 – – –
nontrade payables and accrued expenses 39247 39247 39247 – – –
contingent consideration – – – – – –
bank loans less than one year 136786 139350 1368 137982 – –
other interestbearing loans less than one year 397 406 225 181 – –
finance leases less than one year 2231 2462 1370 1092 – –
bank loans greater than one year 4793 5338 90 90 4596 562
other interestbearing loans greater than one year 1265 1363 16 16 951 380
finance leases greater than one year 5631 5829 – – 3692 2137
financial liabilities excluding derivative instruments 211357 215002 63323 139361 9239 3079
forward exchange contracts 27 27 24 3 – –
interest rate swaps 85 85 5 80 – –
financial liabilities 211469 215114 63352 139444 9239 3079
 
66   synergy health plc annual report  financial statements 2012
financial statements  
 
18 interestbearing loans and borrowings continued 
finance lease liabilities 
finance lease liabilities are payable as follows 
2012 2011
minimum lease 
payments 
£’000
interest 
£’000
principal 
£’000
minimum 
lease  
payments  
£’000 
interest 
£’000
principal 
£’000
less than one year 3308 289 3019 2462 231 2231
between one and five years 7225 628 6597 5829 198 5631
 10533 917 9616 8291 429 7862
all finance lease liabilities are contracted at fixed rates of interest in both years 
19 financial instruments 
financial instruments carried at fair value are required to be measured by reference to the following levels 
level 1 quoted prices in active markets for identical assets or liabilities 
level 2 inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly ie as prices or indirectly 
ie derived from prices 
level 3 inputs for the asset or liability that are not based on observable market data unobservable inputs 
all financial instruments have been measured by a level 2 valuation method with the exception of contingent consideration which is measured by a 
level 3 valuation method  
under reasonably possible alternative valuation assumptions the fair value of the beamone contingent consideration could increase or decrease 
by £725000  
the quantum of the lsh deferred contingent consideration will be determined by the extent to which a specific nonoperating tax asset held by the 
acquired business is recovered overall the group is not exposed to any financial risk on this item  
a financial risk management objectives and policies 
the group’s principal financial instruments other than derivatives comprise bank loans finance leases and cash the main purpose of these 
financial instruments is to raise finance for the group’s operations the group also has various other financial instruments such as trade receivables 
and trade payables which arise directly from its operations 
the group also enters into derivative transactions primarily interest rate swaps and forward currency contracts the purpose is to manage the 
interest rate and currency risks arising from the group’s operations and its sources of finance 
it is and has been throughout the period under review the group’s policy that no trading in financial instruments shall be undertaken 
the main risks arising from the group’s financial instruments are interest rate risk foreign currency risk credit risk and liquidity risk the board 
reviews and agrees policies for managing each of these risks and they are summarised below 
b interest rate risk 
the group is subject to fluctuations in interest rates on its loans and surplus cash deposits at 1 april 2012 the group held hedging arrangements in 
order to fix the interest charge on 350 million of its bank debt 
the swap arrangements cover 
debt covered millions fixed rate expiry
350 250 march 2016
amounts to be paid or received under these arrangements will be recognised in the interest expense consistent with the terms of the agreement 
the expiry of each agreement is disclosed in the table above 
the arrangements are fully effective in fixing the interest on the underlying debt in revaluing them to fair value the group has recognised 
£1350000 2011 £85000 in current liabilities and equity 
the following table demonstrates the sensitivity to a reasonable possible change in interest rates on the element of the total group interest which is 
not subject to fixed interest arrangements the reasonable change is based on the difference between current market interest rates and one year 
forward rates 
increasedecrease  
in basis points 
effect on profit after tax and equity 
£’000
2012 4949 611611
2011 9797 874874
 
synergy health plc annual report  financial statements 2012   67
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
19 financial instruments continued 
c foreign currency risk 
whilst the exposure is limited the group’s principal currency exposure is to fluctuations in the exchange rate between sterling and the euro 
the group’s policy is to ensure that the proportion of interest cost in each currency is consistent with the proportion of earnings in that currency 
by arranging its affairs in this manner the group seeks to ensure that there is no disproportionate impact on its results as a result of exchange 
rate movements 
during the 12 months to march 2012 the average exchange rate for sterling against the euro weakened by 1 in comparison to the 12 month 
average to march 2011 a 1 strengthening in the average exchange rate for sterling against the euro over the entire year to march 2012 would 
have resulted in increased adjusted operating profit of £02 million 2011 a 4 strengthening which would have led to a decrease of £10 million 
this analysis assumes that all other variables remain constant a 1 strengthening in the average exchange rate for sterling against the euro would 
have an equal but opposite effect 
where the group subsidiaries make significant purchases in nonfunctional currencies such as us and canadian dollars the group enters 
into forward exchange currency contracts to manage this exposure during the 12 months to march 2012 the average exchange rate for sterling 
against the us dollar has strengthened by 3 in comparison to the 12 months average to march 2011 a 3 strengthening in the average 
exchange rate for sterling against the us dollar over the entire year to march 2012 would have resulted in reduced adjusted operating profit of 
£01 million 2011 a 3 weakening which would have led to a increase of £01 million this analysis assumes all other variables remain constant 
a 3 strengthening in the average exchange rate for sterling against the us dollar would have an equal but opposite effect 
currency derivatives the group utilises currency derivatives to hedge significant future transactions and cash flows in foreign currencies and 
is a party to a variety of foreign currency forward contracts in the management of its exchange rate exposures the instruments purchased are 
denominated in the functional currencies of the group’s trading entities and its suppliers 
the group does not trade in derivatives the derivatives held hedge specific exposures and have maturities designed to match the exposures 
they are hedging it is the intention to hold the financial instruments giving rise to the exposure and the underlying hedged item until maturity 
and therefore no net gain or loss is expected to be realised 
additionally the group holds net euro and us dollar denominated loans in uk companies totalling £590 million and £124 million 2011 
£704 million and nil this represents a fully effective designated net investment hedge against the first £590 million of the group’s euro
denominated net assets of £1123 million and £124 million of the group’s us dollardenominated net assets of £374 million 2011 £704 million 
and nil the revaluation of these loans resulted in a gain of £31 million 2011 loss of £22 million which has been posted to the translation reserve 
d credit risk 
the group’s principal financial assets are bank balances and cash and trade and other receivables the group’s credit risk is primarily attributable 
to its trade receivables the amounts presented in the balance sheet are net of allowances for impairment 
the credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned 
by international credit rating agencies 
the group has no significant concentration of credit risk with exposure spread over a large number of counterparties and customers 
credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations 
and arises principally from the group’s receivables from customers 
management has credit policies in place to manage risk and to monitor exposure to risk on an ongoing basis these include the use of customer 
specific credit limits based on third party credit reports and in cases of customer default or requests for credit above agreed limits the use of pro 
forma invoices to secure payment in advance of delivery given these factors and based on extensive past experience the group believes that its 
financial assets are of good credit quality  
exposure to credit risk the carrying amount of financial assets represents the maximum credit exposure therefore the maximum exposure 
to credit risk at the balance sheet date was £71519000 2011 £83688000 being the total trade and other receivables and cash and cash 
equivalents in the balance sheet this figure is lower than last year as a result of cash drawn down before the 2011 year end to fund the acquisition 
of beamone 
the group’s customer base mainly comprises major medical device companies commercial distributors nhs trusts and healthcare providers 
including public sector private sector and charitable organisations throughout the world no single customer or top 10 customer grouping accounts 
for a significant proportion of the group’s trade receivables the group has in place an insurance policy to cover the majority of its healthcare 
solutions uk export customers 
credit quality of trade receivables and impairment losses  
at the balance sheet date the ageing of trade receivables was 
group 
2012 
gross 
£’000
2011 
gross 
£’000
current 34045 33110
1–30 days overdue 8780 7740
31–60 days overdue 1834 1290
61–90 days overdue 1450 573
more than 90 days overdue 310 287
 46419 43000
 
68   synergy health plc annual report  financial statements 2012
financial statements  
 
19 financial instruments continued 
financial assets are reviewed for impairment at the balance sheet date and a full provision for impairment is made against trade receivables that are 
not considered to be recoverable the total provision against trade receivables at the period end was £947000 2011 £418000 
no further analysis has been provided for cash and cash equivalents trade receivables from group companies other trade receivables and other 
financial assets as there is limited exposure to credit risk and no provisions for impairment have been recognised 
liquidity risk 
liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due details of the maturity of the group’s financial 
liabilities are given in note 18 
capital management 
the group’s objectives when managing capital are 
i to safeguard the entity’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits to other 
stakeholders and 
ii to provide an adequate return to shareholders by a pricing products and services commensurate with the level of risk and b ensuring returns 
on new investment programmes will maintain or increase shareholder returns 
the group manages its capital structure and makes adjustments to it in light of changes in economic conditions to maintain or adjust the capital 
structure the group may adjust the dividend payment to shareholders return capital to shareholders or issue new shares if required no changes 
were made in the objectives policies or processes during the periods ended 1 april 2012 and 3 april 2011 
the table below presents the quantitative data for the components the group manages as capital 
 
2012 
£’000
2011 
£’000
shareholders’ funds 290831 288592
finance leases 9616 7862
bank loans 183792 141579
other interestbearing loans 2041 1662
 486280 439695
20 deferred tax 
the following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior 
reporting period 
accelerated 
capital 
allowances 
£’000
recognition of 
intangibles 
£’000
sharebased 
payments 
£’000
other temporary  
differences  
£’000 
pension 
schemes 
£’000
total 
£’000
at 28 march 2010  9752 10644 999 1391 4281 13725
chargecredit to income 373 2246 270 334 304 2919
chargecredit to equity – – 211 – 932 1143
acquired with business during the period – – – 499 152 347
exchange differences 125 – – – – 125
at 3 april 2011 9254 8398 1058 1226 3197 12171
chargecredit to income 516 1500 492 989 607 1858
chargecredit to equity – – 325 – 1707 1382
acquired with business during the period 4118 2647 – 3850 124 2791
exchange differences 212 – – – 26 186
at 1 april 2012 13676 9545 1225 6065 4395 11536
the group has deferred tax assets of £4246000 2011 £2552000 in respect of tax losses that have not been recognised as their recoverability 
is uncertain deferred tax assets and liabilities have been offset where appropriate 
on 23 march 2012 the chancellor announced the reduction in the main rate of uk corporation tax to 24 with effect from 1 april 2012 
the change was enacted on 26 march 2012 and therefore the effect of the rate reduction creates a reduction in the deferred tax liability which 
has been included in the figures included above  
the chancellor also proposed changes to further reduce the main rate of corporation tax by 1 per annum to 22 by 1 april 2014 but these 
changes have not yet been substantively enacted and therefore are not included in the figures above 
 
synergy health plc annual report  financial statements 2012   69
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
21 trade and other payables 
 
2012 
£’000
2011 
£’000
trade payables 21402 21007
deferred contingent consideration 14040 –
nontrade payables and accrued expenses 48570 39247
 84012 60254
trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs the average credit period taken 
for trade purchases is 50 days 2011 58 days 
the deferred consideration provision relates to the beamone acquisition as detailed in note 24d and the lsh acquisition as detailed in note 24b  
the directors consider that the carrying amount of trade payables approximates to their fair value  
22 provisions  
cobalt 
disposal costs
£’000
environmental 
provision 
£’000 
other 
provisions
£’000
total
£’000
at 3 april 2011 4182 3399 3499 11080
additional provision in the year 136 – 2162 2298
unwinding of discounting – 166 – 166
utilised in the year 169 372 339 880
acquired with businesses during the period 633 – 760 1393
exchange differences 97 226 14 337
at 1 april 2012 4685 2967 6068 13720
included in current liabilities  3385
included in noncurrent liabilities  10335
  13720
the cobalt disposal cost provision recognises a potential decommissioning liability in respect of particular types of cobalt used at certain applied 
sterilisation technology sites it is anticipated that the provision will be utilised as the cobalt to which the provision relates reaches the end of its useful 
economic life 
the environmental provision predominantly relates to liabilities acquired as part of the acquisition of lips textielservice holding bv to the extent 
that the acquired environmental provision is not utilised by 30 july 2012 it is to be repaid to the vendor together with interest at the rate of euribor 
plus 075 accordingly the interest to date has been accrued and reflected in the income statement  
other provisions include provisions against vacated properties and other restructuring costs these are expected to unwind over the next one to 
five years 
23 share capital 
 
2012 
£’000
2011 
£’000
allotted called up and fully paid 346 344
the company has issued 324900 ordinary shares 2011 386569 ordinary shares of 0625p during the year in respect of options exercised under 
share option schemes total share proceeds amounted to £1421000 2011 £1189000 the difference between the total consideration and the 
total nominal value of shares issued has been credited to the share premium account 
the holders of ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the group 
70   synergy health plc annual report  financial statements 2012
financial statements  
 
24 a acquisition of subsidiary – msi 
with effect from 21 march 2012 the group acquired the entire issued share capital of msi surgical solutions llp ‘msi’ a company incorporated 
in the us as part of our strategy to enter the us hospital sterilisation market since acquisition the company has been renamed synergy health 
hss llc  
the fair value of the net assets acquired and the related consideration were as follows 
 
fair value
£’000
property plant and equipment 255
intangible assets 1918
inventories 28
trade and other receivables 421
cash and cash equivalents 41
trade and other payables 136
loans 194
fair value of assets acquired 2333
 
cash consideration 3874
total consideration 3874
 
goodwill arising on acquisition 1541
the goodwill arising on the acquisition of msi is attributable to the assembled workforce and the synergies that can be generated following the 
integration of msi into the group the goodwill arising will be tax deductible in the us  
in accordance with ‘ifrs 3 revised business combinations’ management have made adjustments to the book value of net assets acquired 
to arrive at the fair values disclosed above the most significant of these is the recognition of intangible assets customer lists  
total acquisition costs of £32000 were incurred in the acquisition of msi and have been expensed within nonrecurring items  
the msi business contributed £195000 to revenue and £45000 to operating profit for the period had the business been owned for the entire 
year the contribution to revenue and operating profit would have been £2600000 and £600000 respectively  
summary of cash flows associated with the acquisition of msi 
cash consideration 3874
cash acquired with business 41
acquisition of subsidiaries – net of cash 3833
 
synergy health plc annual report  financial statements 2012   71
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
24 b acquisition of subsidiary – lsh 
with effect from 19 march 2012 the group acquired the entire issued share capital of leoni studer hard ag ‘lsh’ an applied sterilisation 
technology business incorporated in switzerland as part of our strategy to expand the geographic coverage of our applied sterilisation business 
since acquisition the company has been renamed synergy health daniken ag  
the fair value of the net assets acquired and the related consideration were as follows 
 
fair value
£’000
property plant and equipment 23373
intangible assets 9912
inventories 17
trade and other receivables 1088
cash and cash equivalents 554
trade and other payables 4839
retirement benefit obligations 520
other provisions 633
deferred tax liabilities 966
corporation tax liabilities 991
fair value of assets acquired 26995
 
cash consideration 37100
deferred consideration 268
deferred contingent consideration 3651
total consideration 41019
 
goodwill arising on acquisition 14024
the deferred consideration is due for payment within one year  
the quantum of the deferred contingent consideration will be determined by the extent to which a specific nonoperating tax asset held by the 
acquired business is recovered this tax asset is included within the deferred tax liability in the table above overall the group is not exposed to 
any financial risk on this item it is anticipated that the deferred contingent consideration will fall due for payment within one year  
the goodwill arising on the acquisition of lsh is attributable to the assembled workforce and the synergies that can be generated following the 
integration of lsh into the group and to gaining access to new sterilisation technologies  
in accordance with ‘ifrs 3 revised business combinations’ management have made adjustments to the book value of net assets acquired 
to arrive at the fair values disclosed above the most significant of these are the recognition of intangible assets customer lists the recognition of 
prospective tax assets and provisions for dividends declared prior to acquisition  
total acquisition costs of £193000 were incurred in the acquisition of lsh and have been expensed within nonrecurring items  
the lsh business contributed £691000 to revenue and £212000 to operating profit for the period had the business been owned for the entire 
year the contribution to revenue and operating profit would have been £7201000 and £2137000 respectively  
summary of cash flows associated with the acquisition of lsh 
cash consideration 37100
cash acquired with business 554
acquisition of subsidiaries – net of cash 36546
 
72   synergy health plc annual report  financial statements 2012
financial statements  
 
24 c acquisition of subsidiary – sterilgamma 
on 11 july 2011 the group acquired the entire issued share capital of sinagama ii technologies sdn bhd ‘sterilgamma’ a company incorporated 
in malaysia as part of our strategy to expand the geographic coverage of our applied sterilisation business since acquisition the company has been 
renamed synergy sterilisation kl m sdn bhd sterilgamma operates from a number of applied sterilisation technology plants across malaysia  
the fair value of the net assets acquired and the related consideration were as follows 
 
fair value
£’000
property plant and equipment 7421
intangible assets 3531
inventories 5
trade and other receivables 1380
cash and cash equivalents 1502
trade and other payables 754
taxation liabilities 1822
loans 76
fair value of assets acquired 11187
 
cash consideration 11387
assumption of vendor debt 883
total consideration 12270
 
goodwill arising on acquisition 1083
the goodwill arising on the acquisition of sterilgamma is attributable to the assembled workforce and the synergies that can be generated following 
the integration of sterilgamma into the group  
in accordance with ‘ifrs 3 revised business combinations’ management have made adjustments to the book value of net assets acquired 
to arrive at the fair values disclosed above the most significant of these are the recognition of intangible assets customer lists and adjustments 
to the carrying value of assets not deemed to be recoverable  
total acquisition costs of £34000 were incurred in the acquisition of sterilgamma and have been expensed within nonrecurring items 
the sterilgamma business contributed £2983000 to revenue and £768000 to operating profit for the period had the business been owned for 
the entire year the contribution to revenue and operating profit would have been £4152000 and £1353000 respectively  
summary of cash flows associated with the acquisition of sterilgamma 
cash consideration 11387
cash acquired with business 1502
acquisition of subsidiaries – net of cash 9885
synergy health plc annual report  financial statements 2012   73
financial statements governance business review overview notes to the consolidated financial statements 
continued 
24 d acquisition of subsidiary – beamone 
on 7 april 2011 the group acquired all of the members’ interests of beamone llc ‘beamone’ an applied sterilisation business incorporated in 
the us as part of our strategy to expand the geographic coverage of our applied sterilisation business since acquisition the company has been 
renamed synergy health ast llc beamone operated from sites in san diego california denver colorado lima ohio saxonburg pennsylvania 
and a fifth site in costa rica  
the fair value of the net assets acquired and the related consideration were as follows 
 
fair value
£’000
property plant and equipment 5462
investments 429
intangible assets 10953
trade and other receivables 2558
cash and cash equivalents 596
trade and other payables 2692
other provisions 760
loans 4330
fair value of assets acquired 12216
 
cash consideration 16540
deferred consideration 10339
total consideration  26879
increase in deferred consideration recognised in income statement 290
 
goodwill arising on acquisition 14373
the acquisition of beamone was included as a post balance sheet event note 29 in the prior year financial statements when presenting this note 
a number of estimates were made before the completion of a fair value exercise which have since been replaced with actual fair value figures 
the deferred contingent consideration is a multiple of first year ebitda the deferred contingent consideration is due for payment in june 2012 
in accordance with ‘ifrs 3 revised business combinations’ the amount of consideration due to be paid has been estimated at the balance sheet 
date the movement in this estimate from the date of acquisition has been recognised in nonrecurring items within the income statement  
the acquisition gave rise to goodwill of £144 million this is £14 million higher than the goodwill disclosed within our 2011 interim statements due 
to two factors a £31 million increase to our calculation of fair value ascribed to customer relationship intangible assets and a £45 million increase 
to total consideration due to the incorrect inclusion of florida eto startup costs within the estimate of deferred consideration payable in the 2012 
interim statements we will restate the fair value of the acquisition consideration resulting in an increase to goodwill of £45 million in the 2011 
comparative period 
the goodwill arising on the acquisition of beamone is attributable to the assembled workforce and the synergies that can be generated following the 
integration of beamone into the group and also to gaining access to the us market the goodwill arising will be tax deductible in the us  
in accordance with ifrs 3 business combinations revised management have made adjustments to the book value of net assets acquired to arrive 
at the fair values disclosed above the most significant of these are the recognition of intangible assets customer lists and adjustments to the 
carrying value of property restitution provisions  
total acquisition costs in the period have been covered by accruals booked within nonrecurring items in the prior year 2011 £608000 charge  
the beamone business contributed £12121000 to revenue and £3166000 to operating profit for the period  
summary of cash flows associated with the acquisition of beamone 
cash consideration 16540
cash acquired with business 596
acquisition of subsidiaries – net of cash 15944
 
 
74   synergy health plc annual report  financial statements 2012
financial statements  
 
24 e acquisition of subsidiary – gsp 
with effect from 1 november 2010 the group acquired the entire issued share capital of gamma service producktbestrahlung gmbh ‘gsp’ a 
company incorporated in germany as part of our strategy to expand the geographic coverage of our applied sterilisation business since acquisition 
the company has been renamed synergy health radeberg gmbh the company is located in saxony and provides applied sterilisation 
technology services  
the fair value of the net assets acquired and the related consideration were as follows 
 
fair value
£’000
property plant and equipment 8352
intangible assets 1767
inventories 33
trade and other receivables 619
cash and cash equivalents 1310
trade and other payables 284
retirement benefit obligations 539
other provisions 1815
deferred tax liabilities 347
finance leases 150
loans 6305
fair value of assets acquired 2641
 
cash consideration 2870
deferred consideration 560
total consideration 3430
 
goodwill arising on acquisition 789
the deferred consideration due has been increased by £132000 based on a reassessment of circumstances which existed at the date of 
acquisition all deferred consideration has now been paid 
the goodwill arising on the acquisition of gsp is attributable to the assembled workforce and the synergies that can be generated following the 
integration of gsp into the group  
in accordance with ‘ifrs 3 revised business combinations’ management have made adjustments to the book value of net assets acquired 
to arrive at the fair values disclosed above the most significant of these are the recognition of intangible assets customer lists and adjustments 
to the carrying value of provisions for the disposal of cobalt  
total acquisition costs of £44000 2011 £169000 were incurred in the acquisition of gsp and have been expensed within nonrecurring items 
the gsp business contributed £2492000 to revenue and £439000 to operating profit for the previous year  
summary of cash flows associated with the acquisition of gsp 
cash consideration 2870
cash acquired with business 1310
acquisition of subsidiaries – net of cash 1560
 
 
synergy health plc annual report  financial statements 2012   75
financial statements governance business review overview notes to the consolidated financial statements 
continued 
25 operating lease arrangements 
 
2012
£’000
2011
£’000
minimum lease payments under operating leases recognised in income for the year 5272 4685
at the balance sheet date the group had outstanding commitments for future minimum lease payments under noncancellable operating leases 
which fall due as follows 
 
2012
£’000
2011
£’000
in one year or less 5328 3903
between one and five years 15123 7824
in five years or more 16530 14851
 36981 26578
operating lease payments represent rentals payable by the group for certain of its properties vehicles and equipment  
26 sharebased payments 
the group recognised total expenses of £2306000 related to sharebased payment transactions in the period 2011 £1088000 the group 
operates seven separate share option schemes as follows 
the executive share option scheme 2007 
a new share option scheme was adopted on 3 july 2007 and was approved by the inland revenue on 12 july 2007 it is administered by the 
board and is open to all employees and to directors who devote not less than 25 hours per week to their duties 
options are exercisable at a price equal to the average quoted market price of the company’s shares on the three dealing days prior to the date 
of grant the vesting period is three years if the options remain unexercised after a period of 10 years from the date of grant the options expire 
options are forfeited if the employee leaves the group before the options vest except in the case of retirement redundancy or similar situations 
options granted to a participating individual are approved options to the extent that when taken together with any other approved options held 
by that individual they do not exceed £30000 in value any option granted in excess of that figure is unapproved  
exercise of the options is subject to performance conditions determined by the remuneration committee linked to a sustained and significant 
improvement in the underlying financial performance of the company over a three year period options granted during the year will vest in 
accordance with an increase in the company’s earnings per share adjusted for the amortisation of acquired intangibles and nonrecurring items 
details of the share options outstanding during the year are as follows 
2012  2011
number of 
share options
£
weighted average 
exercise price 
 £  
number of 
share options
£
weighted average
exercise price
 £
outstanding at beginning of period 501076 676  587289 674
granted during the period ––  9049 749
forfeited during the period 52130 670  67415 685
exercised during the period 101323 726  27847 749
outstanding at end of period 347623 662  501076 676
exercisable at end of period 190329 775  195196 793
 
76   synergy health plc annual report  financial statements 2012
financial statements  
26 sharebased payments continued 
the weighted average share price at the date of exercise for share options exercised during the period was £884 2011 £859  
the options outstanding at 1 april 2012 were exercisable at prices between £682 and £796 and had a weighted average remaining contractual life 
of 65 years 2011 73 years during the year ended 1 april 2012 no options were granted during the year ended 3 april 2011 options were 
granted on 6 july 2010 the aggregate of the estimated fair values of the options granted on those dates is £004 million the weighted average fair 
value of options granted in the year is £nil 2011 £106 
the inputs into the blackscholes model for grants during the year are as follows 
 2012 2011
weighted average share price £nil £672
weighted average exercise price £nil £663
expected volatility – 2775
expected life in years – 30
risk free rate – 138
dividend yield – 224
the approved share option plan 
the approved share option plan was adopted on 13 july 2001 and was approved by the inland revenue on 3 august 2001 it is administered by 
the board and was open to all employees and to directors who devote not less than 25 hours per week to their duties no further options will be 
granted under this scheme 
options are exercisable at a price equal to the average quoted market price of the company’s shares on the three dealing days prior to the date of 
grant the vesting period is between three and four years if the options remain unexercised after a period of ten years from the date of grant the 
options expire options are forfeited if the employee leaves the group before the options vest 
details of the share options outstanding during the year are as follows 
2012  2011
number of 
share options
£
weighted 
average 
exercise price  
 £  
number of 
share options
£
weighted 
average
exercise price 
 £
outstanding at beginning of period 38370 412  91829 408
forfeited during the period ––  ––
exercised during the period 17569 475  53459 405
outstanding at end of period 20801 359  38370 412
exercisable at end of period 20801 359  38370 412
the weighted average share price at the date of exercise for share options exercised during the period was £889 2011 £720 
the options outstanding at 1 april 2012 were exercisable at prices between £173 and £772 and had a weighted average remaining contractual life 
of 25 years 2011 40 years  
the unapproved share option plan 
the unapproved share option plan was adopted on 30 november 1999 and was not submitted for approval by the board to the inland revenue 
the scheme was open to all employees no further options will be granted under this scheme 
options are exercisable at a price equal to the average quoted market price of the company’s shares on the three dealing days prior to the date 
of grant the vesting period is between three and four years if the options remain unexercised after a period of seven years from the date of grant 
the options expire options are forfeited if the employee leaves the group before the options vest 
synergy health plc annual report  financial statements 2012   77
financial statements governance business review overview notes to the consolidated financial statements 
continued 
26 sharebased payments continued 
details of the share options outstanding during the year are as follows 
2012  2011
number of 
share options
£
weighted 
average 
exercise price  
 £  
number of 
share options
£
weighted 
average
exercise price 
 £
outstanding at beginning of period 85154 566  213317 523
forfeited during the period ––  20795 680
exercised during the period 51408 506  107368 460
outstanding at end of period 33746 657  85154 566
exercisable at end of period 13746 489  85154 566
the weighted average share price at the date of exercise for share options exercised during the period was £889 2011 £763 
the options outstanding at 1 april 2012 were exercisable at prices between £489 and £772 and had a weighted average remaining contractual life 
of 17 years 2011 22 years  
the save as you earn scheme 
the save as you earn scheme was adopted on 13 july 2001 and is open to all employees and fulltime directors who have at least six months 
service with the group options are granted for a period of either three five or seven years 
options are exercisable at a price equal to the average quoted market price of the company’s shares on the three dealing days prior to the date 
of grant discounted by 20 options are forfeited if the employee leaves the group before the options vest except in the case of retirement 
redundancy or similar situations 
details of the share options outstanding during the year are as follows 
2012  2011
number of 
share options
£
weighted 
average 
exercise price  
 £  
number of 
share options
£
weighted 
average
exercise price 
 £
outstanding at beginning of period 309006 570  341370 331
granted during the period 110111 693  88834 658
forfeited during the period 29763 587  61243 579
exercised during the period 65076 515  59955 450
outstanding at end of period 324278 618  309006 570
exercisable at end of period 2458 553  3856 458
the weighted average share price at the date of exercise for share options exercised during the period was £830 2011 £803  
the options outstanding at 1 april 2012 were exercisable at prices between £342 and £693 and had a weighted average remaining contractual 
life of 29 years 2011 28 years during the year ended 1 april 2012 options were granted on 1 february 2012 the aggregate of the estimated 
fair values of the options granted on this date is £02 million during the year ended 3 april 2011 options were granted on 1 february 2011 
the aggregate of the estimated fair values of the options granted on this date is £02 million the weighted average fair value of options granted 
in the year is £195 2011 £274 
the inputs into the blackscholes model for grants during the year are as follows 
 2012 2011
weighted average share price £856 £894
weighted average exercise price £693 £658
expected volatility 2310 2660
expected life in years 39 37
risk free rate 072 213
dividend yield 218 224
the expected life used in the model has been adjusted based on management’s best estimate for the effects of nontransferability exercise 
restrictions and behavioural considerations 
78   synergy health plc annual report  financial statements 2012
financial statements  
26 sharebased payments continued 
longterm incentive plan ‘ltip’ 
the ltip for executive directors and senior executives was approved at the annual general meeting on 28 june 2005 and is described in the 
remuneration report on page 40  
details of the share options outstanding during the year are as follows 
2012 2011
number of 
share options 
£
weighted 
average 
exercise price 
 £  
number of 
share options 
 £
weighted 
average
exercise price
 £
outstanding at beginning of period 1073654 001  1059766 001
granted during the period 427617 001  487895 001
forfeited during the period 282537 001  342720 001
exercised during the period 88904 001  131287 001
outstanding at end of period 1129830 001  1073654 001
exercisable at end of period 22744 001  ––
the weighted average share price at the date of exercise for share options exercised during the period was £917 2011 £631 
the options outstanding at 1 april 2012 were exercisable at a price of £001 being the nominal value of the ordinary shares and had a weighted 
average remaining contractual life of 14 years 2011 14 years  
during the year ended 1 april 2012 options were granted on 27 june 2011 and 29 july 2011 the aggregate of the estimated fair values of the 
options granted on these dates is £17 million during the year ended 3 april 2011 options were granted on 14 june 2010 and 14 july 2010 
the aggregate of the estimated fair values of the options granted on these dates is £11 million the weighted average fair value of options granted 
in the year is £740 2011 £608 
the fair value of an award of shares under the ltip has been adjusted to take into account tsr as a marketbased performance condition using 
a pricing model that takes into account expectations about volatility and the correlation of share price returns in the comparator group the model 
follows similar principles as the monte carlo approach and takes into account that tsr vesting and share price performance are not independent 
the inputs into the fair value models are as follows 
 2012 2011
weighted average share price £912 £652
weighted average exercise price £001 £001
expected volatility 2450 2776
expected life in years 30 30
risk free rate 111 143
dividend yield 218 224
expected volatility was determined by calculating the historical volatility of the group’s share price over the previous three years at the date of grant 
the expected life used in the model has been adjusted based on management’s best estimate for the effects of nontransferability exercise 
restrictions and behavioural considerations 
the performance share plan psp 
following the acquisition of isotron plc the group allowed members of the isotron psp scheme to roll forward their entitlement into an identical 
scheme based on synergy shares the vesting period is three years the vesting of 75 of the options was subject to the relative performance of 
isotron’s total shareholder return and 25 is subject to the group achieving growth in earnings per share under the terms of the scheme the 
vesting conditions were waived as a result of the acquisition by synergy health plc if the options remain unexercised after a period of ten years 
from the date of grant the options expire no new options will be granted under this scheme  
details of the share options outstanding during the year are as follows 
2012 2011
number of 
share options 
£
weighted 
average 
exercise price 
 £  
number of
 share options 
 £
weighted 
average
exercise price
 £
outstanding at beginning of period 7066 083  15147 083
forfeited during the period ––  1430 083
exercised during the period 628 083  6651 083
outstanding at end of period 6438 083  7066 083
exercisable at end of period 6438 083  7066 083
the weighted average share price at the date of exercise for psp options exercised during the period was £876 2011 £869 
synergy health plc annual report  financial statements 2012   79
financial statements governance business review overview notes to the consolidated financial statements 
continued 
 
26 sharebased payments continued 
the options outstanding at 1 april 2012 were exercisable at an exercise price of 083p and had a weighted average remaining contractual life of 
425 years 2011 53 years no options have been granted under this scheme since the acquisition the fair values of the options granted remain 
unchanged postacquisition 
‘phantom’ performance share plan ‘phantom psp’ 
phantom psp was adopted by the group in a similar manner to the psp scheme following the acquisition of isotron plc it is available to certain 
overseas employees of the group ‘phantom’ options are issued and the vesting conditions of the scheme are identical to the psp no new options 
will be granted under this scheme the scheme is cashsettled 
details of the share options outstanding during the year are as follows 
2012 2011
number of 
share options 
£
weighted 
average 
exercise price 
 £  
number of 
share options 
 £
weighted 
average
exercise price
 £
outstanding at beginning of period 23015 083  37310 083
forfeited during the period ––  851 083
exercised during the period 3603 083  13444 083
outstanding at end of period 19412 083  23015 083
exercisable at end of period 19412 083  23015 083
the weighted average share price at the date of exercise for phantom psp options exercised during the period was £863 2011 £742 
the options outstanding at 1 april 2012 were exercisable at an exercise price of £083p and had a weighted average remaining contractual life 
of 40 years 2011 50 years no options have been granted under this scheme since acquisition  
the expected life used in the model has been adjusted based on management’s best estimate for the effects of nontransferability exercise 
restrictions and behavioural considerations 
27 retirement benefit schemes 
defined contribution schemes 
the group contributes towards a number of defined contribution and stakeholder schemes the assets of these schemes are administered by 
trustees and held in funds independent from the assets of the group 
the total cost charged to income of £2170000 2011 £2118000 represents contributions payable to these schemes by the group at rates 
specified in the rules of the plans  
defined benefit schemes 
at the start of the year the group participated in five defined benefit pension schemes three in the uk one in the netherlands and one in 
germany during the year the acquisition of lsh in switzerland brought one additional scheme into the group in addition the group participates 
in a multiemployer scheme in the netherlands 
scheme 1 – synergy health plc retirement benefits scheme the scheme is a defined benefit final salary funded pension scheme participation in 
this scheme is only offered to employees transferring their employment from nhs trusts a full actuarial valuation was carried out at 31 march 2009 
and updated to 1 april 2012 by a qualified actuary independent of the scheme’s sponsoring employer  
scheme 2 – shiloh group pension scheme the scheme is a defined benefit final salary funded pension scheme which is closed to new 
members and has ceased accrual of benefits for existing members a full actuarial valuation was carried out at 31 march 2009 and updated 
to 1 april 2012 by a qualified actuary independent of the scheme’s sponsoring employer  
scheme 3 – vernoncarus limited pension and assurance scheme the scheme is a defined benefit final salary funded pension scheme which 
is closed to new members and has ceased accrual of benefits for existing members a full actuarial valuation was carried out at 31 march 2009 
and updated to 1 april 2012 by a qualified actuary independent of the scheme’s sponsoring employer 
scheme 4 – isotron bv pension plan the scheme is a defined benefit career average salary funded pension scheme which is closed to new 
entrants an actuarial valuation of the scheme was carried out at 1 april 2012 by a qualified independent actuary 
scheme 5 – gsp scheme the scheme is a defined benefit funded pension scheme which is closed to new entrants a full actuarial valuation 
of the scheme was carried out at 1 april 2012 by a qualified independent actuary 
scheme 6 – lsh scheme the scheme is a defined benefit funded pension scheme a full actuarial valuation of the scheme was carried out 
at 31 december 2011 by a qualified independent actuary  
80   synergy health plc annual report  financial statements 2012
financial statements  
 
27 retirement benefit schemes continued 
scheme 7 – lips textielservice our dutch linen business participates in a multiemployer industrywide defined benefit scheme the plan is 
managed by the industry pension fund and obligations are reinsured in the event that there is an underfunding position the trustees of the scheme 
can take a range of actions including increasing employee contributions and reducing member benefits as well as asking employers to increase 
their contributions 
it is not possible to identify the share of the underlying assets liabilities and overall surplusdeficit of the plan attributable to the business because 
the plan is industrywide however to the extent that a surplus or deficit in the plan may affect the amount of future contributions the company will 
be required to recognise its share of these obligations under the specific exemptions within ias 19 the scheme is therefore treated as a defined 
contribution scheme within the group financial statements the total cost charged to the income statement in respect of this scheme was 
£2344000 2011 £2482000 
ias 19 disclosures 
present values of defined benefit obligations fair value of assets and surplus deficit  
2012 
£’000 
2011
£’000
2010
£’000
fair value of scheme assets 51869 43665 41320
present value of defined benefit obligations 70181 55916 56723
deficit in scheme 18312 12251 15403
liability recognised in the balance sheet 18312 12251 15403
reconciliation of opening and closing balances of the fair value of plan assets 
2012 
£’000 
2011
£’000
2010
£’000
fair value of plan assets at start of period 43665 41320 32220
expected return on scheme assets 2803 2795 2116
actuarial gainslosses 680 1437 7154
contributions from sponsoring companies 3241 2627 1948
contributions from plan participants 183 251 254
benefits paid 1481 1889 2322
assets acquired in a business combination  2963 51 –
exchange adjustments 185 53 50
fair value of plan assets at end of period 51869 43665 41320
the best estimate of contributions to be paid by the group to the plan for the period beginning after 1 april 2012 is £3365000 
reconciliation of opening and closing balances of the present value of the defined benefit obligations  
 
2012
£’000
2011
£’000
defined benefit obligations at start of period 55916 56723
current service cost 668 970
interest cost 3086 3175
contributions from plan participants 183 251
actuarial lossesgains 8621 3891
benefits paid 1481 1889
losses on settlements and curtailments – 50
liabilities assumed in a business combination  3483 593
exchange adjustments 295 66
defined benefit obligations at end of period 70181 55916
total expense recognised in the consolidated income statement 
 
2012
£’000
2011
 £’000
current service cost 668 1020
interest on pension scheme liabilities 3086 3175
expected return on pension scheme assets 2803 2795
net charge to income statement 951 1400
synergy health plc annual report  financial statements 2012   81
financial statements governance business review overview notes to the consolidated financial statements 
continued 
27 retirement benefit schemes continued 
total amount recognised in the consolidated statement of comprehensive income 
 
2012
£’000
2011 
£’000
difference between actual and expected return on pension scheme assets 680 1437
experience lossgain arising on defined benefit obligations 419 –
effects of changes in the demographic and financial assumptions underlying defined benefit obligations 8202 3891
total amount recognised in consolidated statement of comprehensive income  7941 2454
all actuarial gains and losses have been reported in the statement of comprehensive income the cumulative amount of actuarial income and 
expenses recognised in the statement of comprehensive income since adoption of ias19 is £169 million a loss  
analysis of the scheme assets and the expected rates of return  
2012 2011  2010
value
£’000
rate of return 

value 
£’000 
 rate of return 

value
£’000
equities 689 85 15490  80 23532
diversified growth 28190 na –  na –
bonds 16821 51 19060  55 11552
other assets 6174 55 9115  53 4137
cash 5 45 –  05 2099
total market value of assets 51869 43665  41320
the assets of these schemes are administered by trustees in funds independent from those of the group the scheme assets do not include 
investments issued by the group nor any properties occupied by the group the overall expected rate of return on the scheme assets has been 
based on the average expected return for each asset class weighted by the amount of assets in each class  
key weighted average assumptions used by the actuary and the directors for the significant pension schemes  
 
2012

2011

rate of increase in salaries 28 34
inflation 28 30
discount rate for liabilities 46 56
five year history of experience gains and losses 
2012
£’000
2011
£’000
2010 
£’000 
2009
£’000
2008
£’000
fair value of scheme assets 51869 43665 41320 32220 36749
present value of defined benefit obligations 70181 55916 56723 41516 40692
deficit in the scheme 18312 12251 15403 9296 3943
  
experience adjustments on scheme liabilities 419 – 589 1578 6831
percentage of the present value of the scheme liabilities 1 0 1 4 17
experience adjustments on scheme assets 678 1437 7154 8000 4157
percentage of scheme assets 1 3 17 25 11
 
82   synergy health plc annual report  financial statements 2012
financial statements  
 
28 related party transactions 
transactions between the company and its subsidiaries which are related parties have been eliminated on consolidation and are not disclosed 
in this note the group’s share of the net assets and income of the jointlycontrolled entity are disclosed in note 15 
one of the group’s customers owns a minority share of one of the group’s subsidiaries during the year revenue with this customer amounted 
to £468000 2011 £410000 an amount payable of £1131000 is outstanding at the end of the year 2011 £974000 during the year 
the group’s transactions with this subsidiary amounted to a management charge of 33000 2011 £974000 all of which remains unpaid 
at the end of the year 
remuneration of key management personnel 
the remuneration of key personnel including directors of synergy health plc was 
 
2012
£’000
2011
£’000
shortterm benefits 3010 2768
postemployment benefits 213 219
sharebased payments 831 651
 4054 3638
key personnel including directors comprise the executive and nonexecutive directors and six senior executives 2011 six four of the 
senior executives are directly responsible for the group’s operating regions the others are the group commercial director and the group 
company secretary 
on 7 april 2011 the group acquired all the members’ interests in beamone llc see note 24 subsequently one of these members assumed a 
role with the group qualifying as ‘key personnel’ all acquisitionrelated transactions between this individual and the group have been conducted on 
an arm’slength basis and in accordance with the terms of the beamone sale and purchase agreement  
 
synergy health plc annual report  financial statements 2012   83
financial statements governance business review overview company balance sheet 
as at 1 april 2012 
notes 
2012
£’000
2011
£’000
fixed assets  
intangible assets 4 1826 –
tangible assets 5 190 403
investments 6 360004 359293
  362020 359696
current assets  
debtors 7 157240 58001
cash at bank and in hand  1452 –
  158692 58001
creditors amounts falling due within one year 8 30469 157016
net current liabilitiesassets  128223 99015
total assets less current liabilities  490243 260681
creditors amounts falling due after one year 9 182179 –
net assets  308064 260681
capital and reserves  
called up share capital 10 346 344
share premium account 11 64955 63531
merger reserve 11 106757 106757
cash flow hedging reserve 11 1341 112
profit and loss account 11 137347 90161
shareholders’ funds 12 308064 260681
the company financial statements on pages 84 to 91 were approved by the board on 7 june 2012 and signed on its behalf by 
g hill 
director 
 
 
the notes on pages 85 to 91 form part of these financial statements 
 
84   synergy health plc annual report  financial statements 2012
financial statements notes to the financial statements 
 
1 principal company accounting policies 
the term ‘company’ refers to synergy health plc the separate financial statements of the company are presented as required by the companies 
act 2006 ‘the act’ as permitted by the act the separate financial statements have been prepared in accordance with uk generally accepted 
accounting principles ‘uk gaap’ 
the following accounting policies have been applied consistently in dealing with items that are considered material in relation to the company’s 
financial statements 
basis of accounting 
the financial statements presented under uk gaap are prepared under the historical cost convention and in accordance with applicable 
accounting standards 
under section 408 of the act the company is exempt from the requirement to present its own profit and loss account the company’s profit 
for the financial year is disclosed in note 2 
intangible assets 
intangible assets that are acquired by the company are stated at cost less accumulated amortisation and impairment losses costs incurred 
in setting up long term arrangements are capitalised as intangible assets and amortised over the life of the contract to which the costs relate 
tangible fixed assets and depreciation 
tangible fixed assets are stated at cost net of depreciation and any provision for impairment freehold land is not depreciated for all assets 
depreciation is provided on a straightline basis over the estimated useful lives of the assets  
the estimated useful lives are as follows 
leasehold improvements period of lease 
plant and machinery  3–20 years  
office equipment  3–5 years  
deferred taxation 
except where otherwise required by accounting standards full provision without discounting is made for all timing differences between the 
treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date deferred tax assets 
are recognised when it is more likely than not that they will be recovered deferred tax is measured using rates of tax that have been enacted or 
substantively enacted by the balance sheet date 
financial instruments 
financial assets and liabilities are recognised on the company’s balance sheet when the company becomes a party to the contractual provisions 
of the instrument 
trade and other receivables trade and other receivables are initially stated at fair value they are subsequently measured at amortised cost using 
the effective interest method less provision for impairment 
trade and other payables trade and other payables are initially measured at fair value and are subsequently measured at amortised cost using the 
effective interest rate method  
equity instruments equity instruments issued by the company are recorded at the proceeds received net of direct issue costs 
derivative financial instruments and hedge accounting the company’s activities expose it to the financial risks of changes in foreign currency 
exchange rates and interest rates the company uses foreign exchange forward contracts and interest rate swap contracts to hedge these 
exposures the company does not use derivative financial instruments for speculative purposes the use of financial derivatives is governed 
by the company’s treasury policy as approved by the board of directors 
derivative financial instruments are recognised initially at fair value the gain or loss on remeasurement to fair value is either recognised immediately 
in the profit and loss account or if the underlying derivative qualifies for cash flow hedge accounting then the gain or loss is recognised in equity to 
the extent that the hedge is effective 
if the cash flow hedge of a firm commitment or a forecast transaction results in the recognition of an asset or a liability then at the time the asset 
or liability is recognised the associated gains or losses on the derivative that had previously been recognised in equity are included in the initial 
measurement of the asset or liability for cash flow hedges that do not result in the recognition of an asset or liability amounts deferred in equity 
are recognised in the profit and loss account in the same period in which the hedged item affects the profit and loss account  
when a cash flow hedging instrument expires or is sold terminated or exercised but the hedged forecast transaction is still expected to occur 
the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs 
if the hedged transaction is no longer expected to take place the cumulative unrealised gain or loss recognised in equity is recognised immediately 
in the profit and loss account 
 
synergy health plc annual report  financial statements 2012   85
financial statements governance business review overview notes to the financial statements 
continued 
1 principal company accounting policies continued 
retirement benefits 
defined contribution pension schemes the pension costs charged against operating profits are the contributions payable to the schemes in respect 
of the accounting period  
leased assets 
assets held under hire purchase contracts are capitalised in the balance sheet and depreciated over their expected useful lives  
the interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the profit and loss 
account over the period of the lease 
all other leases are regarded as operating leases and the payments made under them are charged to the profit and loss account on a straightline 
basis over the lease term 
investments 
in the company’s financial statements investments in subsidiary undertakings are stated at cost except where they have experienced a permanent 
diminution in value where shares have been issued to acquire a subsidiary the cost of the investment is the market value of the company’s shares 
on the date the transaction took place  
sharebased payments 
the company has applied the requirements of frs 20 sharebased payment the company issues equitysettled sharebased payments to certain 
employees equitysettled sharebased payments are measured at fair value at the date of grant the fair value of options granted is recognised as 
an employee expense with a corresponding increase in equity 
the fair value is measured at the date of grant of the equitysettled sharebased payments and is spread over the period during which the 
employees become unconditionally entitled to the options the fair value of the options granted is measured using both the blackscholes and 
monte carlo models taking into account the terms and conditions upon which the options were granted the amount recognised as an expense  
is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to growth in the company’s total shareholder 
return not achieving the growth threshold for vesting  
the company also provides employees with the option to purchase the company’s ordinary shares at a discount of 20 of market value on the date 
of grant the fair value of the options granted is measured using the blackscholes model 
in accordance with the transitional provisions frs 20 has been applied to all grants of equity instruments after 7 november 2002 that were 
unvested as of 3 april 2005 
where the company grants options over its own shares to the employees of its subsidiaries it recognises in its individual financial statements 
an increase in the cost of investment in its subsidiaries equivalent to the equitysettled sharebased payment charge recognised in its consolidated 
financial statements with the corresponding credit being recognised directly in equity 
financial guarantees 
where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the group the company 
considers these to be insurance arrangements and accounts for them as such in this respect the company treats the guarantee contract as a 
contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee 
cash flow and related party transactions 
under the provisions of frs 1 cash flow statements revised the company has not presented a cash flow statement because the consolidated 
financial statements contain a cash flow statement 
under the provisions of frs 8 related party disclosures the company has not disclosed details of intergroup transactions because consolidated 
financial statements have been prepared 
2 profit and loss account 
the directors have taken advantage of the exemption available under section 408 of the act and not presented a profit and loss account for the 
company alone a profit of £54024000 2011 profit £6740000 is included within the consolidated financial statements audit fees and 
expenses paid to the company’s auditors were £59505 2011 £62000  
amounts receivable by the company’s auditor in respect of services to the company other than the audit of the company’s financial statements 
have not been disclosed as the information is required instead to be disclosed on a consolidated basis in the consolidated financial statements 
3 dividends 
 
2012
£’000
2011
£’000
amounts recognised as distributions to equity holders in the period 
final dividend for the year ended 3 april 2011 of 984p per share 5432 –
second interim dividend for the year ended 28 march 2010 of 83p per share – 4540
interim dividend for the period ended 1 april 2012 of 682p 2011 60p per share 3774 3298
 9206 7838
the board of directors will recommend to the shareholders a final dividend for the period ended 1 april 2012 of 1118p 2011 984p  
86   synergy health plc annual report  financial statements 2012
financial statements  
4 intangible assets 
 
software
£’000
cost  
at 28 march 2010 and 3 april 2011  –
additions  1666
transfers  160
disposals  –
at 1 april 2012  1826
amortisation  
at 28 march 2010 and 3 april 2011  –
charge for the year  –
disposals  –
at 1 april 2012  –
net book value at 1 april 2012  1826
net book value at 3 april 2011 and 28 march 2010  –
the entirety of the value held for intangible assets relates to an erp application in development and not yet deployed at the balance sheet date  
5 tangible fixed assets 
short leasehold 
properties 
£’000 
plant 
machinery
and office
equipment 
£’000
total
£’000
cost  
at 28 march 2010 78 688 766
additions – 232 232
disposals – 44 44
at 3 april 2011 78 876 954
additions – 57 57
transfers – 160 160
disposals – 32 32
at 1 april 2012 78 741 819
depreciation  
at 28 march 2010 78 359 437
charge for the year – 114 114
disposals – – –
at 3 april 2011 78 473 551
charge for the year – 110 110
disposals – 32 32
at 1 april 2012 78 551 629
net book value at 1 april 2012 – 190 190
net book value at 3 april 2011 – 403 403
net book value at 28 march 2010 – 329 329
the net book value of company plant machinery and office equipment includes £nil 2011 £nil in respect of assets held under finance leases  
synergy health plc annual report  financial statements 2012   87
financial statements governance business review overview notes to the financial statements 
continued 
 
6 fixed asset investments 
investments in subsidiary undertakings held by synergy health plc as at 1 april 2012 are 
 
shares in group
undertakings
£’000
balance at 3 april 2011 359293
additions 190931
disposals 190220
balance at 1 april 2012 360004
during the period the company transferred its 100 shareholding in shiloh limited and synergy sterilisation uk limited to another subsidiary 
synergy health holdings limited in return for shares other additions comprise the cost of share options granted to employees of the 
company’s subsidiaries  
the company holds either directly or through subsidiary companies 100 except where shown of the issued share capital of the following 
principal subsidiaries 
equity owned 
by the 
company
  country of incorporation principal activity
synergy health holdings limited 100 england holding company
synergy health uk limited 100 england healthcare products and services
synergy health sterilisation uk limited 100 england device sterilisation and holding company
synergy health systems limited 100 england provision of it services
synergy health laboratory services limited 100 england laboratory services
synergy health holdings bv 100 the netherlands holding company
synergy health europe bv 100 the netherlands healthcare products and services
synergy health nederland bv 100 the netherlands holding company
lips alkmaar bv 100 the netherlands provision of linen management services
lips bergen op zoom bv 100 the netherlands provision of linen management services
lips bombeke bv 100 the netherlands provision of linen management services
synergy health utrecht bv 100 the netherlands laboratory services
lips emmen bv 100 the netherlands provision of linen management services
lips duiven bv 100 the netherlands provision of linen management services
lips gemert bv 100 the netherlands provision of linen management services
lips gezondheidszorg bv 100 the netherlands holding company
lips goes bv 100 the netherlands provision of linen management services
lips hoorn bv 100 the netherlands provision of linen management services
lips linnenmanagement bv 100 the netherlands provision of linen management services
lips rijnmond bv 100 the netherlands provision of linen management services
lips salland bv 100 the netherlands provision of linen management services
lips sittard bv 100 the netherlands provision of linen management services
lips tiel bv 100 the netherlands provision of linen management services
lips tilburg bv 100 the netherlands provision of linen management services
lips voorburg bv 100 the netherlands provision of linen management services
lips hengelo bv 100 the netherlands provision of linen management services
lips kerkhoffs bv 100 the netherlands provision of linen management services
synergy health belgium nv 100 belgium healthcare products and services
synergy health radeberg gmbh 100 germany medical device sterilisation 
synergy health allershausen gmbh  625 germany medical device sterilisation
synergy health investments limited 100england holding company
synergy health ireland limited 100 republic of ireland medical device sterilisation 
synergy health westport limited  100 republic of ireland medical device sterilisation
synergy health ede bv  100 the netherlands medical device sterilisation
synergy health france sas 100 france holding company
synergy health marseille sas 100 france medical device sterilisation
88   synergy health plc annual report  financial statements 2012
financial statements  
6 fixed asset investments continued 
synergy sterilisation m sdn bhd 100 malaysia medical device sterilisation
synergy sterilisation kl m sdn bhd 100 malaysia medical device sterilisation
synergy sterilisation kulim m sdn bhd 100 malaysia medical device sterilisation
synergy sterilisation rawang m sdn bhd 100 malaysia medical device sterilisation
synergy decontamination m sdn bhd 100 malaysia hospital sterilisation
synergy health thailand limited 100 thailand medical device sterilisation
synergy sterilisation south africa pty limited 100 south africa medical device sterilisation
synergy health suzhou limited 100 china hospital sterilisation
synergy health suzhou sterilisation technologies limited 100 china medical device sterilisation
synergy health logistics bv 50 the netherlands logistics consultant
synergy health ast llc 100 us medical device sterilisation
synergy health hss llp 100 us hospital sterilisation
synergy health ast srl 100 costa rica medical device sterilisation
synergy health daniken ag 100 switzerland medical device sterilisation
a full list of the group companies is available for inspection at the company’s registered office all the above companies are included in the 
consolidated financial statements 
7 debtors 
 
2012
£’000
2011
£’000
amounts falling due within one year 
amounts owed by group undertakings 143148 53474
prepayments and accrued income 2816 586
corporation tax receivable 10678 3357
deferred taxation 598 584
 157240 58001
deferred taxation 
 
2012
£’000
2011
£’000
balance at 3 april 2011 584 558
credit to the profit and loss account 339 9
charge to equity 325 17
balance at 1 april 2012 598 584
the amounts provided for deferred taxation for the company are analysed below 
 
2012
£’000
2011
£’000
accelerated capital allowances 49 81
sharebased payments 516 28
other timing differences 33 475
 598 584
 
synergy health plc annual report  financial statements 2012   89
financial statements governance business review overview notes to the financial statements 
continued 
 
8 creditors amounts falling due within one year 
 
2012
£’000
2011
£’000
bank overdraft – 2689
bank loans – 126522
trade creditors 103 61
amounts owed to group undertakings 26774 26666
other creditors including taxation and social security 105 378
accruals and deferred income 2146 588
derivative financial instruments 1341 112
 30469 157016
9 creditors amounts falling due after one year  
 
2012
£’000
2011
£’000
loans 182179 –
obligations under bank loans 
amounts falling due 
between one and two years – –
between two and five years 182179 –
 182179 –
bank overdraft facilities of £3 million 2010 £3 million were available to the company subject to the group overdraft pool not exceeding  
£3 million 2011 £3 million the group pool is shared with other uk subsidiaries overall none of the uk overdraft pool was utilised at  
1 april 2012 2010 £nil interest rates payable are disclosed in note 19 of the consolidated financial statements  
10 share capital 
 
2012
£’000
2011
£’000
issued called up and fully paid 
55415682 ordinary shares 2011 55090782 of 0625p each  346 344
the consideration received in respect of the ordinary shares issued under the share option schemes was £1426000 2011 £1191000 
11 reserves 
share premium
account 
£’000
merger reserve 
£’000 
cash flow 
hedging
reserve
£’000
profit and loss
account
£’000
balance at 28 march 2010 62344 106757 550 90043
profit for the financial year – – – 6740
dividends – – – 7838
arising on issue of new share capital 1187 – – –
cash flow hedges – derivative instruments – – 438 –
expense in relation to equitysettled sharebased payments – – – 1216
balance at 3 april 2011 63531106757 112 90161
profit for the financial year – – –54024
dividends – – –9207
arising on issue of new share capital 1424 – – –
cash flow hedges – derivative instruments – – 1229 –
expense in relation to equitysettled sharebased payments – – – 2369
balance at 1 april 2012 64955 106757 1341 137347
the profit in the company is £54024000 2011 profit £6740000 after tax and before dividends  
in the year to 30 march 2008 a surplus arose on a group reorganisation in the sum of £73629000 which was credited to profit and loss account 
but was considered to be unrealised and therefore nondistributable  
90   synergy health plc annual report  financial statements 2012
financial statements  
 
12 reconciliation of movements in shareholders’ funds 
 
2012
£’000
2011
£’000
profit for the financial year 54024 6740
dividends 9207 7838
 44817 1098
new share capital 1426 1189
expense in relation to sharebased payments 2369 1216
cash flow hedges – derivative instruments 1229 438
net increase in shareholders’ funds 47383 1745
opening shareholders’ funds  260681 258936
closing shareholders’ funds 308064 260681
13 financial instruments 
the disclosure requirements of frs 25 are covered by the disclosure requirements of ifrs 7 financial instruments disclosures financial 
instruments included in the company are included in the group disclosure in note 19 of the consolidated financial statements 
as at 3 april 2011 the company held forward exchange contracts which are deemed to be fully effective in managing the foreign exchange 
exposures to which they relate on revaluing the contracts to fair value the company has recognised £9000 in current assets and equity 
2011 £27000 in current liabilities  
elements of the interest hedging arrangements described in note 19b to the consolidated financial statements were held in the name of synergy 
health plc the arrangements are deemed to be fully effective in fixing the interest on the underlying debt and in revaluing them to fair value 
the company has recognised £1350000 in current liabilities and equity 2011 £85000 
the directors consider that the fair value of the company’s financial assets and liabilities is equivalent to the value at which they are carried in the 
company’s financial statements 
14 other commitments 
financial guarantees 
where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the group the company 
considers these to be insurance arrangements and accounts for them as such in this respect the company treats the guarantee contract as a 
contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee 
15 pensions 
the company operates a number of defined contribution pension schemes for all eligible employees company contributions are charged to the 
profit and loss account in the period in which they relate the charge for the period in respect of the defined contribution schemes was £166000 
2011 £151000  
16 sharebased payments 
the requirements of frs 20 sharebased payment have been applied to grants of equity instruments made since 7 november 2002 outstanding at 
3 april 2005 the disclosure requirements of frs 20 are identical to those of ifrs 2 sharebased payment and sharebased payments included in 
the company are included in the group disclosure full ifrs 2 disclosures are provided in note 26 to the consolidated financial statements 
the charge in the company only accounts in relation to equitysettled sharebased payments was £1590000 2011 £514000 in addition the 
company recognised £716000 2011 £574000 in the cost of investment in its subsidiaries which relates to the equitysettled sharebased 
payment charge recognised in its consolidated financial statements with the corresponding credit being recognised directly in equity 
 
synergy health plc annual report  financial statements 2012   91
financial statements governance business review overview financial calendar 
 
 
agm 26 july 2012
group results 
interim results announced november 2012
full year results announced june 2013
dividend dates 
interim dividend for 2013 announced november 2012
interim dividend for 2013 payable january 2013
 
 
 
 
 
 
 
company registration number 
3355631  
advisors 
 
 
registered office 
ground floor stella 
windmill hill business park 
whitehill way 
swindon  
wiltshire sn5 6nx 
 
lead banker 
barclays bank plc  
park house  
newbrick road  
stoke gifford  
bristol bs34 8yu 
 
registrars 
computershare 
investor services plc 
the pavilions 
bridgwater road 
bristol bs99 6zz 
secretary 
t c mason ma fcis mcipd  
 
cash management providers 
national westminster bank  
third floor 3 temple back  
east bristol bs1 6dz 
 
solicitors 
taylor wessing llp 
5 new street square 
blackfriars 
london ec4a 3tw 
 
 
brokers 
investec bank uk ltd  
2 gresham street 
london ec2v 7qp  
dla piper uk llp 
victoria square house 
victoria square 
birmingham b2 4dl 
 
 
auditors 
kpmg audit plc 
st nicholas house 
park row 
nottingham ng1 6fq  
 
 
92   synergy health plc annual report  financial statements 2012
financial statements designed and produced by radley yeldar wwwrycom
c002617 synergy health plc wwwsynergyhealthplccom
group head ofﬁce 
ground floor stella 
windmill hill business park 
whitehill way 
swindon wiltshire  
sn5 6nx
tel   44 0 1793 891880 
fax  44 0 1793 891892
enquiriessynergyhealthplccom
registrars 
computershare 
investor services plc 
the pavilions 
bridgwater road 
bristol 
bs99 6zz
helpline 0870 7036273
wwwcomputersharecom


Summary:
 12   synergy health plc annual report  financial statements 2012
chairman’s 
statement
as synergy health celebrates its 20th 
anniversary i am pleased to report that the 
group has continued to grow and prosper 
despite challenging conditions in the uk 
and europe 
notwithstanding these headwinds we have 
continued to achieve good organic growth 
as well as expand our geographic coverage 
as part of our strategy to become a leading 
global provider of outsourced sterilisation 
and other niche services 
results
reported revenues for the year were £3120 million 2011 
£287 3 million up 86 underlying organic revenue growth on a 
constant currency basis was 54 which is in line with expectations 
after allowing for a 53 week comparator last year adjusted operating 
margins were up 07 to 157 2011 150 resulting in adjusted 
proﬁt before tax increasing by 134 to £434 million 2011 
£383 million 
four acquisitions were made during the year and the costs of these 
were expensed as ‘nonrecurring items and acquisitionrelated costs’ 
in addition we closed and consolidated four facilities during the year 
sustainably reducing operating costs the combined effects of the 
acquisitions and the facility closures resulted in nonrecurring costs 
of £35 million after taking account of amortisation nonrecurring 
items and acquisitionrelated costs proﬁt before tax decreased by 
116 to £325 million 2011 £367 million last year’s proﬁt before 
tax beneﬁted from an exceptional gain of £47 million due primarily 
to the recognition of insurance proceeds arising from the dunstable 
insurance claim
acquisitions
as part of our strategy to expand the geographic coverage of 
our applied sterilisation business we acquired beamone llc 
‘beamone’ in the us sinagama ii technologies sdn bhd 
‘sterilgamma’ in malaysia and leoni studer hard ag ‘lsh’ in 
switzerland these three acquisitions are consistent with synergy’s 
strategy to expand its applied sterilisation business internationally 
we also acquired msi surgical solutions llc ‘msi’ a small hospital 
sterilisation business in the us effectively accelerating our plan to 
enter the us market one year earlier than anticipated
the four acquisitions had a combined consideration of £840 million 
including deferred consideration and were funded from operating 
cash ﬂow and an increased utilisation of our existing debt facilities 
net debt for the year increased by £612 million to £1735 million 
2011 £1123 million and we remain well within our bank 
facility covenants
robert e lerwill 
chairman
our focus is on the provision of 
niche outsourcing services that create 
signiﬁcant value for our customers
overview synergy health plc annual report  financial statements 2012   13
synergy has announced today that it has entered into a merger 
agreement with sri surgical express inc ‘sri’ to acquire its 
fullydiluted share capital for us370 per share valuing sri at 
us251 million £162 million the consideration including the 
assumption of its net debt is approximately us385 million 
£249 million sri is a nasdaqlisted service provider of sterile 
gown rental instrument set rental and instrument processing 
services the acquisition will provide synergy with scale broad 
market access and infrastructure in an attractive core service 
market for us
eps and dividend
adjusted basic earnings per share before intangibles amortisation 
nonrecurring items and acquisitionrelated costs were 6032p 
2011 5354p an increase of 127 after taking account of 
amortisation nonrecurring items and acquisitionrelated costs 
basic earnings per share were 4451p 2011 5210p a decrease 
of 146 
the board is proposing a ﬁnal dividend of 1118p which together 
with the interim dividend of 682p would give dividends for the year 
totalling 1800p 2011 1584p representing a 136 increase 
if approved the dividend will be paid on 6 september 2012 for 
shareholders on the register at 10 august 2012
our people
the translation of our vision and values into reality is only achievable 
through the inspiration and diligence of our 4600 employees across 
the group worldwide we continuously strive to attract develop and 
retain the best people who wish to share in the mission values and 
success of the group 
on behalf of the board i would like to welcome all new employees to 
synergy in particular those based in the americas switzerland and 
malaysia who joined the group through acquisitions during the year 
the board would further like to thank all our employees around the 
world for their dedication and commitment to making 2012 another 
successful year for synergy health
the board
liz hewitt joined the board as a nonexecutive director on 
1 september 2011 and is a welcome addition to the team liz is 
a chartered accountant and has become chairman of the audit 
committee as well as being a member of both the remuneration and 
nomination committees liz has previously held senior roles at smith 
 nephew plc and 3i group plc and is also a nonexecutive director 
and member of the audit committee of novo nordisk as
as announced earlier this year i retire from the board on 7 june and 
am handing over to sir duncan nichol duncan’s years of service on 
the board together with his broad business experience ensures that 
there will be continuity of leadership the board plans to review its 
membership during the year taking into account the group’s strategy 
of expanding internationally
the board has always recognised the paramount importance 
of having a wide range of views reﬂected at board level and the 
company’s commitment to diversity and the blend of the right skills 
and experience is shown in the make up of the board whereby 
women comprise one third of its members the board hopes the 
group should be in a position to maintain this level of representation 
when renewing board membership over the coming years 
the board takes its corporate governance responsibilities very 
seriously and i can conﬁrm that the board is compliant with 
the principles of the uk corporate governance code relating to 
leadership and effectiveness the board also continues to ensure 
that there is clear distinction between the board and the executive 
leadership of the company lead by the chief executive ofﬁcer 
dr richard steeves 
detailed terms of reference for the board and its committees clearly 
set out their respective responsibilities there continues to be a 
rigorous and transparent procedure for the appointment of new 
directors the effectiveness of the board its committees and 
directors is assessed annually through a formal evaluation process 
further details of how we have applied the principles of the code in 
this regard are set out in the corporate governance report and the 
directors’ report 
corporate responsibility
the board recognises that synergy’s ability to achieve its ﬁnancial 
objectives is based not simply on how synergy makes its customers 
feel but also how the wider communities in which it operates feel 
about the group the public’s perception of synergy is determined 
by what we are able to give back to those communities details of the 
group’s approach to corporate social responsibility are given in the 
operating review
outlook
i am proud of what synergy has achieved since i joined the board 
in january 2005 we are in a strong position and well prepared to 
tackle the challenges ahead our decision to invest in asia and the 
americas has proved an effective strategy to offset more challenging 
conditions in the uk and europe the decision to bring forward our 
investment in the hospital sterilisation market in the us increases our 
exposure to what we believe will be a fast growing market 
we have to acknowledge that europe’s difﬁculties could worsen 
in the coming year with many eu countries mired in recession 
we remain conﬁdent that our strategy to expand internationally 
adequately addresses these risks and as a result we are cautiously 
optimistic that our current growth rates will be sustained especially 
given our clear objectives strong management and talented 
employees we anticipate continued good underlying earnings 
growth in this new ﬁnancial year 
it just remains for me to express my appreciation to my fellow board 
members for their contribution and support not just during this year 
but since i have been chairman and to say how grateful i am for the 
conﬁdence of our shareholders customers and suppliers 
i save my ﬁnal words for our employees in the challenging global 
economic climate of recent years everyone within synergy has 
shown resilience and dedication and there is so much enthusiasm 
and commitment for what we do that it is impossible not to be 
inspired i have greatly enjoyed my time at synergy and i wish the 
group and all our employees every success in the future
robert lerwill 
chairman
7 june 2012
overview business review governance financial statements