CPP Europe Accounts Show Why Selling a Clinic Is Not a Simple Cash Decision

Only 42% of the price was cash. A sixth was tied to future clinic profits for 30 years.

LONDON, 3 August 2026 — Clinic owners who sold to one of the UK's most active healthcare consolidators received a little over 40p in the pound as cash at completion, newly filed accounts show. A sixth of the total price was tied to the future profits of the clinics they had sold, over a period of 30 years.

Independent clinic owners are operating in a market shaped by rising employment, compliance, insurance, utilities, payments and clinical-waste costs. Joining a larger group can offer immediate liquidity, succession planning, administrative support, access to capital and greater buying power.

Those are meaningful advantages.

But an acquisition is not necessarily a simple exchange of a clinic for cash. CPP Europe's accounts disclose ten UK and Irish clinic acquisitions with total headline consideration of £54.9 million.

Of that amount:

£23.1 million, or 42%, was cash at completion;
£15.0 million, or 27%, was attributed to shares in the buyer;
£9.1 million, or 17%, was attributed to profit-share arrangements; and
£7.6 million, or 14%, was attributed to earn-outs.

A little over 40p in every pound of headline consideration was therefore cash at completion. The remaining value consisted of private shares and payments linked to the future performance of the clinics or the wider group.

SupplyIndex.io, a collective purchasing and cost-benchmarking platform for independent medical, veterinary, optometry and allied health clinics, says the filings illustrate both the attraction of consolidation and the trade-offs owners need to understand.

"Consolidation can solve real problems for clinic owners," said Peter Langdon of SupplyIndex.io.

"It can provide liquidity, reduce the administrative burden and give a clinic access to resources that may be difficult to build independently. But the headline offer does not always show how much value is received immediately, how much remains dependent on future performance and how much control the owner gives up."

More than a simple cash sale

The CPP Europe accounts state that certain former owners are entitled to a contractually defined share of the future profits generated by their clinics for a period of 30 years.

The £9.1 million attributed to those arrangements is an accounting fair value rather than the undiscounted amount that may ultimately be paid over the full term.

The group also has B and C ordinary shares that carry dividend rights but no voting rights.

Public filings relating to the company's share rights indicate that the ordinary share classes participate proportionately in the proceeds of an exit, and any seller should confirm the current position from the company's articles and filed resolutions. However, B and C holders have no voting rights through those shares over matters including a sale, future issuance or subsequent acquisitions. Separate contractual protections may exist but are not disclosed in the accounts.

Shares, earn-outs and profit shares can all become valuable. They can align buyer and seller interests and allow founders to participate in future growth.

They are not, however, economically equivalent to cash received on completion.

"Owners should ask how much of an offer is cash, what rights come with the shares, who controls whether the earn-out is achieved and how profit will be calculated over the life of any profit-sharing arrangement," Langdon said.

"The decision is not simply whether the headline multiple looks attractive. It is also about what the seller retains, what becomes contingent and who controls the decisions that affect the remaining value."

Scale has benefits, but it also has a cost

CPP Europe reported revenue of £13.3 million and gross profit of £8.0 million in its first reporting period, representing a gross margin of approximately 60.5%.

The group also reported administrative expenses of £12.7 million, an operating loss of approximately £6.0 million and EBITDA of negative £1.9 million.

Adding back the £1.42 million share-based payment charge and approximately £1.23 million of acquisition costs produces an illustrative adjusted EBITDA of approximately positive £0.8 million.

After the period end, the group repaid its existing investor borrowings, renegotiated new investor debt and entered a £30 million banking facility. The directors and auditors concluded that the going-concern basis remained appropriate.

The accounts do not separately identify central and clinic-level administrative costs. Nor do the first-period results demonstrate that the strategy will fail. Acquisition platforms commonly invest in management, systems, financing and integration before the anticipated benefits of scale are realised.

The wider point is structural rather than specific to any one group.

A larger group may negotiate better supplier terms and spread some functions across a broader revenue base. It must also fund management, systems, integration and capital costs that do not exist in the same form within a single owner-operated clinic.

Scale, in other words, is not free.

Buying power creates value only when the savings and growth it produces exceed the cost of the structure used to obtain it.

The decision is not simply "sell or struggle alone"

SupplyIndex.io says the market has often presented independent owners with an unnecessarily binary choice.

They can remain independent and continue negotiating with suppliers individually, or they can join a larger group and gain access to scale by transferring ownership.

SupplyIndex.io is intended to create a third route: independent businesses combining purchasing demand without combining ownership.

The platform serves independent medical, veterinary, optometry and allied health clinics. Each participating provider remains free to choose which opportunities to adopt and retains its ownership, identity, clinical autonomy and commercial independence.

Its proposition is:

Drive down the cost of independence without giving up the value of being independent.

"Selling may still be the right decision," Langdon said.

"A purchasing platform does not replace succession planning, acquisition capital or operational management. But owners should not have to sell equity simply to obtain more competitive terms on recurring costs."

"Before giving up control, it is worth understanding how much of the pressure on the business could be reduced by improving the cost base first."

Founding members invited to review payments opportunity

SupplyIndex.io is currently inviting founding members to review opportunities to reduce merchant-service fees through a leading global payments provider.

Merchant fees are a measurable and recurring cost for clinics processing card payments. SupplyIndex.io aims to use the combined transaction volumes of participating providers to secure terms reflecting their collective commercial value.

Individual savings will depend on each clinic's payment volume, transaction profile, existing pricing, current provider and contractual arrangements.

Participation is optional. Each clinic remains free to assess the available terms and decide independently whether they are suitable.

"We are beginning with merchant services because the cost is transparent and any reduction can have an immediate effect on clinic margins," Langdon said.

"Founding members can review the opportunity without transferring ownership, changing their clinical model or committing to other services."

SupplyIndex.io plans to introduce further collective savings opportunities over the coming months across:

medical and professional indemnity;
electricity, gas and other utilities; and
clinical-waste collection and disposal.
A stronger cost base may change the sale decision

Reducing recurring costs does more than improve short-term cash flow.

A clinic with stronger margins and less financial pressure may be better placed to invest, remain independent or choose the timing and terms of a future sale.

It may also be in a stronger position to negotiate:

a higher valuation;
more cash at completion;
less contingent consideration;
stronger protections over an earn-out; or
better rights attached to any shares received.

The CPP Europe accounts show how materially the components of an offer can differ from the headline total. They also show why selling can still be attractive: owners may gain liquidity, reduce personal exposure and participate in a larger platform.

The decision is therefore not clearly pro- or anti-consolidation.

It is a question of comparing two forms of value:

the liquidity, support and potential upside offered by a group; and
the control, profits and future equity value retained through independence.

"The right answer will differ from one owner to another," Langdon said.

"Our message is simply that owners should understand the full economics before deciding. Improve the cost base, know what the business is capable of producing independently and then compare that with the cash, rights and contingencies contained in any offer."

About SupplyIndex.io

SupplyIndex.io is a trading name of Indexeli Intelligence Limited.

It is a collective purchasing and cost-benchmarking platform serving independent medical, veterinary, optometry and allied health clinics.

SupplyIndex.io helps independent healthcare providers reduce recurring operating costs by aggregating demand and negotiating from a stronger collective position. Each participating provider retains its ownership, identity, clinical autonomy and commercial independence.

The platform is currently inviting founding members to review a merchant-services opportunity with a leading global payments provider. Further opportunities covering medical and professional indemnity, utilities and clinical waste are planned for the coming months.

Media contact

Peter Langdon
SupplyIndex.io
Telephone: +44 (0)20 3048 4839
Email: markets@indexeli.com
Website: supplyindex.io

Notes to editors

The CPP Europe financial figures cited above are drawn from the company's Annual Report and Financial Statements for the period ended 31 December 2025, filed at Companies House and publicly available.

The adjusted EBITDA figure is an illustrative calculation that adds the disclosed share-based payment charge and acquisition costs back to reported EBITDA.

References to share rights are based on the company's public filings relating to share capital and rights.

This release does not allege wrongdoing or predict the future performance of CPP Europe or any acquired clinic. Consolidation may be an appropriate and attractive option for some owners. The analysis is intended to highlight the different economic components of acquisition consideration and the alternatives available to independent healthcare providers seeking greater purchasing power.

SupplyIndex.io is a trading name of Indexeli Intelligence Limited.