BUPA ACQUIRES LEADING CARE HOME BUSINESSES IN AUSTRALIA AND NEW ZEALAND

3 October 2007

BUPA, the leading health and care company, today announced an agreement to acquire the controlling interest in the DCA Agedcare Group from DIAC Holdings NV, a company ultimately owned by funds advised by CVC Asia Pacific and CVC Capital Partners (collectively "CVC"), valuing the group at A$1.225 billion. The DCA Agedcare Group comprises the Amity Group in Australia and Guardian Health Care in New Zealand. Completion of the acquisition of DIAC Holdings NV's interest by BUPA is expected before the end of the year, subject to regulatory approval.

Together Amity and Guardian have 96 care homes and 7,000 beds with a combined annual turnover of A$344 million. They are leaders in their respective markets and will add to BUPA’s presence in the care for the elderly market, where it is already a leading player in Europe, with 20,000 beds in 300 UK care homes and 4,300 beds in 43 homes in Spain. This latest agreement increases BUPA’s portfolio to over 31,300 beds.

Val Gooding, BUPA Chief Executive, said: "We have been looking at opportunities in aged care in various markets for some time. Following the recent expansion of our care home business in Spain, we are delighted with this strategic entry into Australasia.

"The ageing populations in Australia and New Zealand will have a growing need for high quality aged care. This acquisition will provide BUPA with an excellent opportunity for growth in the sector. With the existing management, BUPA will apply its extensive experience to develop further in these markets.

"The first priority, however, will be to provide continuity for the 6,500 residents of these homes and the 7,200 employees who care for them.

"Guardian and Amity have excellent facilities and management teams which will enable us to continue delivering the same high standards of individual care as we do in our existing business."

As a company without shareholders, BUPA re-invests its profits for the benefit of existing and new customers and already looks after more than one million insured customers in Australia through HBA and Mutual Community.

This expansion into aged care is a natural progression for BUPA and will broaden the range of health and care services the business provides in Australasia.

For media enquiries contact:

Julian Murphy, Corporate Communications, BUPA Australia
Tel: 0434 072 024

BUPA Care Services

BUPA is one of the largest providers of care to older people in the UK.

It is one of the largest organisations in the UK to be awarded the Investor in People quality standard.

The company operates 300 nursing and residential homes with 20,000 registered beds - 25 percent of which are registered for specialist dementia care.

Approximately 70 percent of those who live in BUPA care homes receive state funding.

In addition:

CVC acquired the DCA Group in 2006 and retains the I-Med diagnostics business.
BUPA owns BUPA Australia - the third largest health insurer in Australia, which has kept rises in premiums below the industry average for each of the past six years.
BUPA was advised on the acquisition of DCA Agedcare Group by ABN Amro and Freehills.

BUPA

BUPA is the UK market leader in health and care with a strong international presence. Established in 1947, it has over 8 million customers in 190 countries and more than 40,000 employees. Its main interests are health insurance, care homes for older people and young people with a disability, health assessments, workplace health and childcare services. BUPA Travel offers a bespoke travel insurance service. Sanitas in Spain, HBA and Mutual Community in Australia, IHI in Denmark and AMEDEX in the US are all part of the BUPA Group, which also has centres in Hong-Kong, Egypt, Thailand and Saudi Arabia. BUPA is a company limited by guarantee and does not have a share capital. As a result, it can focus on its customers, helping them to live longer, healthier lives and can reinvest all of its profits to do this – this is the dividend that BUPA provides.