RIS NOTIFICATION For Immediate Release Presentation Materials Titan … · RIS NOTIFICATION For...

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RIS NOTIFICATION For Immediate Release Company name: Titan Europe 2007-1 (NHP) Limited Headline: Noteholder Information Meeting ± Presentation Materials Dated: 23 March 2012 Titan Europe 2007-1 (NHP) Limited (a company incorporated with limited liability in Ireland with registration number 437005) (the Issuer) Class A Commercial Mortgage Backed Floating Rate Notes due 2017 Class X Commercial Mortgage Backed Floating Rate Notes due 2017 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 Class C Commercial Mortgage Backed Floating Rate Notes due 2017 Class D Commercial Mortgage Backed Floating Rate Notes due 2017 Class E Commercial Mortgage Backed Floating Rate Notes due 2017 Class V Commercial Mortgage Backed Floating Rate Notes due 2017 of the Issuer (the Notes) NOTEHOLDER INFORMATION MEETING ± PRESENTATION MATERIALS The Notes are admitted to the official list of the Irish Stock Exchange Limited and to trading on its regulated market. Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation together with Implementing Directive 2003/124/EC (as implemented in Ireland by the Market Abuse (Directive 2003/6/EC) Regulations 2005) requires disclosure of inside information relating to the Notes. Definitions Defined terms used and not otherwise defined herein have the meaning ascribed to them in the Titan Europe 2007-1 (NHP) Limited Offering Circular dated 23 May 2007. Background This notice is issued by the Special Servicer. By way of background, the Special Servicer refers Noteholders to the RIS announcement relating to the Issuer and released on the Irish Stock Exchange website on 2 March 2012 (the RIS Announcement). In the RIS Announcement, the Special Servicer invited Noteholders to attend an information meeting (the Information Meeting) on 23 March 2012 to receive a presentation (the Presentation) from certain directors of the Borrower and HC-One Limited (HC-One), the Borrower Group¶s new operator and a wholly owned subsidiary of the Borrower Group, as to:

Transcript of RIS NOTIFICATION For Immediate Release Presentation Materials Titan … · RIS NOTIFICATION For...

Page 1: RIS NOTIFICATION For Immediate Release Presentation Materials Titan … · RIS NOTIFICATION For Immediate Release Company name: Titan Europe 2007-1 (NHP) Limited Headline: Noteholder

RIS NOTIFICATION

For Immediate Release

Company name: Titan Europe 2007-1 (NHP) Limited

Headline: Noteholder Information Meeting Presentation Materials

Dated: 23 March 2012

Titan Europe 2007-1 (NHP) Limited(a company incorporated with limited liability in Ireland with registration number

437005)(the Issuer)

Class A Commercial Mortgage Backed Floating Rate Notes due 2017Class X Commercial Mortgage Backed Floating Rate Notes due 2017Class B Commercial Mortgage Backed Floating Rate Notes due 2017Class C Commercial Mortgage Backed Floating Rate Notes due 2017Class D Commercial Mortgage Backed Floating Rate Notes due 2017Class E Commercial Mortgage Backed Floating Rate Notes due 2017Class V Commercial Mortgage Backed Floating Rate Notes due 2017

of the Issuer(the Notes)

NOTEHOLDER INFORMATION MEETING PRESENTATION MATERIALS

The Notes are admitted to the official list of the Irish Stock Exchange Limited and to tradingon its regulated market.

Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 oninsider dealing and market manipulation together with Implementing Directive 2003/124/EC(as implemented in Ireland by the Market Abuse (Directive 2003/6/EC) Regulations 2005)requires disclosure of inside information relating to the Notes.

Definitions

Defined terms used and not otherwise defined herein have the meaning ascribed to them inthe Titan Europe 2007-1 (NHP) Limited Offering Circular dated 23 May 2007.

Background

This notice is issued by the Special Servicer.

By way of background, the Special Servicer refers Noteholders to the RIS announcementrelating to the Issuer and released on the Irish Stock Exchange website on 2 March 2012 (theRIS Announcement).

In the RIS Announcement, the Special Servicer invited Noteholders to attend an informationmeeting (the Information Meeting) on 23 March 2012 to receive a presentation (thePresentation) from certain directors of the Borrower and HC-One Limited (HC-One), theBorrower Group s new operator and a wholly owned subsidiary of the Borrower Group, as to:

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· the background to the eventual transfer of the 241 care homes formerly leased by thePrincipal Tenant from the Borrower Group (the Transferred Homes) to HC-One;

· the recent actions taken by HC-One in connection with the Transferred Homes; and

· an overview of the plans for the future of the Transferred Homes.

Presentation Materials

Attached hereto at schedule 1 is a copy of the materials (the Presentation Materials) to beprovided to Noteholders in respect of the Presentation.

The Note Trustee and the Issuer have not been involved in the organisation of the InformationMeeting or the preparation of the Presentation Materials and they express no opinion as to themerits of the matters to be discussed at the Information Meeting or contained in thePresentation Materials and make no representation regarding the accuracy, sufficiency,relevance or otherwise of any information disclosed or to be disclosed to any party in thisnotice, at the Information Meeting and/or in the Presentation Materials.

The Note Trustee and the Issuer urge Noteholders who are in any doubt as to importance ofthe Information Meeting or the Presentation Materials or their relevance to their own holdingto seek their own independent financial, legal or other professional advice.

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SCHEDULE 1

PRESENTATION MATERIALS

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Capita Asset Services23 March 2012

Titan Europe 2007-1 (NHP) Limited

Libra Loan

Information Meeting of Noteholders

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Disclaimer

This presentation (the "Materials") is being communicated by or on behalf of Capita Asset Services (UK) Limited in its capacity as the Special Servicer (as defined in the offering circular issued by TitanEurope 2007-1 (NHP) Limited (the "Issuer") dated 23 May 2007 (the "Offering Circular")) solely to provide the existing holders of secured floating rate notes due 2017 issued by the Issuer (the "Notes" andthe "Noteholders") as "Addressees" with certain background information regarding recent events (the "Update") involving, among others, LIBRA No 3 Limited (the "Borrower") and its new operatingsubsidiary HC-One Limited ("HC-One").

Unless otherwise defined herein, all capitalised terms used in this presentation shall have the meaning ascribed to them in the Offering Circular.

These Materials are solely directed at the Addressees and should not be relied upon or used by any other person. NOTHING IN THESE MATERIALS CONSTITUTES ANY FINANCIAL PRODUCT,INVESTMENT, TAX, ACCOUNTING OR LEGAL ADVICE OR PROMOTION IN RESPECT OF OR ANY INDUCEMENT, INVITATION, ENDORSEMENT OR OFFER TO INVEST OR DEAL IN THENOTES OR IN ANY OTHER ASSETS, SECURITIES OR FINANCIAL INSTRUMENTS IN ANY JURISDICTION. These Materials are not being distributed by, nor have they been approved for thepurposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA.

These Materials do not constitute any form of commitment or recommendation on the part of the Servicer (as defined in the Offering Circular), the Special Servicer, the Borrower, HC-One or any of theaforementioned parties respective officers, affiliates, advisers, agents or representatives in relation to any transaction. There is no guarantee that any forward looking statements or statements of intent containedwithin the Materials and in respect of the Update will be realised or actioned or will proceed on any terms described in these Materials. These Materials are limited in nature and do not purport to contain all ofthe information that may be required or relevant to any person s evaluation of the Update. Addressees and any other persons in receipt of these Materials will be responsible for conducting their ownindependent assessments, investigations and analysis in relation to the Update and should consult their own professional financial, legal, tax and other specialist advisors as they consider appropriate.Accordingly, Addressees and any other persons in receipt of these Materials should not rely on or use these Materials for any purpose, in particular trading any debt or securities issued by the Issuer or any otherentity.

The information contained herein has not been independently verified. Neither the Borrower, HC-One, the Servicer nor the Special Servicer, or any of the aforementioned parties respective officers, affiliates,advisers, agents or representatives, makes any representation, warranty, guarantee or undertaking, express or implied, as to the accuracy, completeness or reasonableness of the information contained herein(including any projection, forward-looking statement or assumption referred to in the following paragraph), or any other written or oral communication transmitted or made available to any Addressee or anyother person at the presentation. No information set out or referred to in these Materials shall form the basis of any contract. Only those representations and warranties that are made in any definitive writtenagreement between or on behalf of any Addressee(s) (or any other person in receipt of these Materials), the Borrower, HC-One, the Servicer or the Special Servicer, as appropriate, when and if executed, andsubject to any limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect; and any Addressee(s) (or any other person in receipt of these Materials) party to any suchagreement shall be required to acknowledge therein that they have not relied on or been induced to enter into such contract by any representation or warranty, save as expressly set out in that agreement. Withoutprejudice to the foregoing (and without purporting to limit any person s liability for fraudulent misrepresentation), no responsibility or liability is or will be accepted by the Borrower, HC-One, the Servicer orthe Special Servicer, or any of their respective officers, affiliates, advisers, agents and representatives in relation to the accuracy or completeness of these Materials or any other written or oral information madeavailable to any Addressee or any other person in receipt of these Materials or its advisers and any such liability is expressly disclaimed.

These Materials may include certain projections and forward-looking statements. Such projections and forward-looking statements reflect various assumptions of the Borrower and/or HC-One, as appropriate, ortheir respective advisors concerning future performance and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Borrower,HC-One, the Servicer and the Special Servicer. Accordingly, there can be no assurance that such projections or forward-looking statements will be realised. Actual results may vary from anticipated results andsuch variations may be material.

Except as otherwise noted, these Materials speak as of any date(s) noted herein. The delivery of these Materials should not create any implication that there has not been any change in the position of theBorrower, HC-One or the value of the Properties since such date. None of the Borrower, HC-One, the Servicer, the Special Servicer, or any of their respective officers, affiliates, advisers, agents orrepresentatives undertakes any obligation to update any of the information contained in these Materials or to correct any inaccuracies herein which may become apparent.

The release, publication or distribution of these Materials is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, country, state orother jurisdiction where such release, publication, distribution, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction and anyperson or entity that is a citizen or resident or located in such a locality, country, state or other jurisdiction should inform themselves about, and observe, any applicable legal requirements.

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§ Introduction Ian Llewellyn, Capita Asset Services§ Background and the collapse of Southern Cross Healthcare Jeremy Jensen,

CRO, NHPØ Director backgroundsØ Active managementØ Collapse of Southern Cross HealthcareØ HC-One

§ Operator update Dr Chai Patel and David Spruzen, Directors, HC-OneØ Formation of HC-OneØ Vision and goalsØ First 100 daysØ Strategy for the future

§ Portfolio overview Jeremy Jensen, CRO, NHPØ Governance of HC-OneØ Protecting the investment in HC-OneØ Portfolio performance and valuation

§ Loan overview and next steps Ian Llewellyn, Capita Asset Services

Agenda

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§ This presentation will be published to the market

§ We refer to the "Special Notice of Information Meeting" published on the Irish StockExchange on 2 March 2012, inviting Noteholders to attend this information meeting

§ The purpose of this meeting is to provide Noteholders with information as to:

Ø the background to the eventual transfer to HC-One of the 241 care homes leased bySouthern Cross Healthcare from the Borrower Group (the "Transferred Homes")

Ø the recent actions taken by HC-One in connection with the Transferred Homes

Ø an overview of the plans for the future of the Transferred Homes

Introduction

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NHPPresentation to NoteholdersMeeting 23 March 2012

Background and the collapse of Southern Cross Healthcare

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§ Jeremy Jensen:

§ Partner at Aaronite Partners, a restructuring and turnaround advisory firm, hehas over 25 years experience

§ Experienced in the disposal of multiple distressed assets including property inUK and overseas

§ Currently also a director of McCarthy and Stone, a retirement house builder, andon the board of MPG, a property company that owns a group of private hospitals

§ Recent restructurings include Hospedia, 2entertain/Woolworths and JarvisHotels

§ Former CFO at Cable and Wireless and Senior General Manager at Reuters

§ Paul Thompson:

§ Also a Partner at Aaronite Partners

§ Experienced restructuring banker with 27 years experience at HSBC

§ Chairman of Cattles

§ Director of 2020 Mobile and a Guernsey private bank

§ Sits on the credit committee of a major investment bank

§ At HSBC was responsible for the banking relationship with Eurotunnel and othermajor distressed clients

NHP Directors - Backgrounds

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CRO and Managing Agent

§ Jeremy Jensen (CRO), at the request of the Special Servicer, was appointed as Chief Restructuring Officer and asdirector of the companies within the Borrower Group including the Borrower, the Mezzanine Borrower and theManaging Agent to:

§ represent the Borrower in discussions with the Lenders and the Special Servicer

§ ensure appropriate board governance of the ongoing operational activities within the Borrower Group

§ handle the daily operational management of the Borrower Group companies

§ provide continuity between the existing directors and any subsequent directors when appointed

§ NHP Management Limited (the Managing Agent) has two directors (Jeremy Jensen and Paul Thompson) and employsfour staff. It manages 298 investment properties, 3 residential properties and its shareholding in HC-One Limited("HC-One"), which operates 241 of the investment properties. Responsibilities include:

§ rent collection & property inspection

§ Credit Agreement compliance & liaison with the Special Servicer

§ audit, tax and accounting for 38 companies

§ governance and company secretarial matters

§ managing the investment in HC-One

§ In-depth portfolio knowledge: each of the properties is well known to the Managing Agent, having been acquired instages by the Borrower Group since 1995

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§ Collection of rent & annual uplifts under the Occupational Leases

§ Condition inspections

§ Monthly collection of home trading statistics, to provide quarterly reports to the Lenders

§ Dealing with all day-to-day estate management issues, including consents to tenants for alterations, boundarydisputes, rights of way, etc., obtaining planning consents for surplus land and buildings, and dealing with ad-hocissues at the properties

§ Arranging property insurance cover to protect the assets and meet the Credit Agreement requirements

§ Potential, subject to obtaining the necessary consents, to agree deals with tenants to remove poor performing andvacant homes from the let portfolio (substituting with other assets or spreading the rent over other homes with highrent cover), to secure alternative use and to sell on

§ Working with tenants to identify homes which can be extended to add value

§ Statutory compliance obligations are being performed and monitored on an ongoing basis in respect of tax, audit,accounting and company secretarial matters

§ Leading the restructuring of Southern Cross Healthcare ("SX") and the return to NHP ownership of the operatingbusinesses of the homes formerly let to SX

§ Managing 100% shareholding in HC-One, the third largest care home operator in the UK

Active Management

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§ SX in trouble in summer of 2010

§ No response to repeated requests to take action from physical inspection reports

§ Rejection of NHP proposal to re-gear the portfolio

§ Occupancy of the SX portfolio of NHP owned homes fell from 89.6% in 2009 to 83.5% in Oct 2011, compared to theindustry average for residential homes which fell from 89.1% in 2009 to 88% in 2011 (source: Laing and BuissonSurveys)

§ EBITDARM (at the home level before central costs and rent for NHP homes) fell 33% over this period to a run rateof £70m in the last quarter of calendar year 2011

§ The capex spend per bed was on average £500 whilst under SX ownership, compared to an industry average of£1000, leading to a substantial shortfall and under-investment over the last 5 years

§ Wage inflation, fixed rent increases and static fees from local authorities led to lack of investment in the homeswhich led to lower occupancy with further pressure on cash and profitability whilst the physical condition of thehomes deteriorated

§ SX failed to raise any new equity or to produce a credible plan to turnaround the business and provide it with thenecessary investment

§ With 44,000 staff and 38,000 residents, SX was on the brink of collapse in June 2011 and the UK was facing itslargest bankruptcy in social care

§ Pressure was being applied through significant political and media interest, causing occupancy to drop offdramatically and resulting in the business losing key staff

Collapse of Southern Cross HealthcareThe Problem

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§ There were four options available:

Ø Option 1: reduce rents and take equity in "Son of Southern Cross"

Ø Option 2: leave the business to go into administration, NHP enforce its security and buy back the assets

Ø Option 3: leave the business to go into insolvent liquidation and allow the UK government to take it over andnationalise the homes

Ø Option 4: take back the operating business and break up SX

§ NHP supported by its advisor, Ernst and Young, and the Special Servicer, led the formation of a creditors committee insummer 2011 and pushed for the solvent unwinding of the SX business. This culminated in NHP taking back theoperation of its homes on 1 November 2011 and appointing Court Cavendish to manage a new operating business:HC-One

§ NHP, supported by the Special Servicer, decided that option 4, taking back the operating business, would be in theinterests of all stakeholders. Option 1 held the risk of not working and leaving the business under-funded, with nocredible management team and back in trouble again in the near term. Option 2 was likely to incur significant costs andoption 3 was not considered to be in anyone s interests

Collapse of Southern Cross HealthcareThe Solution

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§ NHP spent £5.6m in fees to advisors (lawyers, accountants, HR consultants and PR) to negotiate and complete thetransactions to take back its care homes operated by SX over a period of 6 months

§ This involved:

Ø negotiation of 22 business purchase agreements for the NHP homesØ setting out the principles of and agreeing a restructuring agreement with 80 landlords and SX s lendersØ contingency planning including strategies to enforce security rights should the business fall into administrationØ negotiating the purchase of the SX back office facilities at Redditch and Darlington (including the IT systems,

staff, billing, purchase ledger and payroll functions)Ø arranging for the transfer of 241 property leases in a tax efficient mannerØ preparing for the transfer of over 14,500 staff by the operation of TUPE and 10,500 residentsØ managing press and PR issuesØ liaising with the Department of Health, the Care Quality Commission and Scottish, Northern Irish and Welsh

regulators to re-register all 241 homesØ finding and engaging experienced management to run the new operatorØ incorporating the new operating subsidiaries with appropriate governance arrangementsØ ensuring that funding was available to place the new operator on a sound financial footing from day one

Collapse of Southern Cross HealthcareThe Solution

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§ HC-One operates 241 homes with c.10,500 residents and c.14,500 staff. The business has a projected annual turnoverof £300m

§ It is too early, after 4 months trading, to disclose a meaningful EBITDA figure to the market. We intend to return to thequestion of reporting progress in Q4 2012 after HC-One has prepared a full three year turnaround plan and the businesscompletes its first 12 months of trading. Currently the business is on track to meet the initial budgets that were set for iton day one

§ On 1 November 2011 NHP injected £30m into the HC-One business to provide working capital and to fund an essentialinvestment programme to improve the quality of care provided at, and the physical condition of, the care homes

§ The £30m cash injection will fund £22m of capex this year in addition to some start up exceptional costs and workingcapital

§ The initial rent for year 1 has been reset at £40m which is 38% below the previous level. This will be reviewed in Autumn2012, once HC-One s three year plan has been completed

§ Court Cavendish is appointed under a management services agreement to manage HC-One and its homes at a rate of£1.1k per month per home, terminable by 12 months notice by either party

§ It is essential that the regulator, local authorities around the UK, central government, staff and, above all, the residents inthe homes continue to feel secure about the financing of the HC-One operating business

HC-One

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HC-One LimitedPresentation to Noteholders

Dr Chai Patel CBE FRCPChairman, HC-One

David Spruzen FCAChief Executive, HC-One

23rd March 2012

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Court Cavendish§ Court Cavendish specialises in operational and financial

turnarounds of multi-site social care and health careorganisations

§ Led by Dr Chai Patel and David Spruzen

§ Key associates - Bob Lewis, Alison Innes-Farquhar, Bhavna Jones,Roy Taylor and Catherine Valenti

§ The team has a deep knowledge and experience of workingwith residents & service users and their families, Local Authorities,health teams, Regulators and Central Government

§ Brought in to assist NHP on the restructuring of Southern Cross

§ Subsequently asked to help NHP to form a new operatingcompany to run the Southern Cross homes owned by NHP

§ The newco (HC-One) took over the operation of NHP s homesfrom Southern Cross despite very limited access to SouthernCross to conduct due diligence prior to the hand-over

§ Enormous public profile

§ Court Cavendish has a management services agreement withNHP and HC-One in respect of the services provided to run thehomes

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Formation of HC-One§ HC-One was formed in 94 days

§ Took over the operations of 241 homes for which NHP hold thefreehold title

§ Provides care for c. 10,500 residents 16% self pay, 84%publicly funded

§ Employs c. 14,500 staff

§ Third largest operator of senior living services in the UK

§ Services include:

§ Nursing care

§ General residential care

§ Specialist dementia care

§ Services for challenging learning disabilities

§ Services for Young Physically Disabled

§ Majority of properties were purpose built in the 1990 s

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Board of Directors of HC-OneDr Chai Patel CBE, FRCP, Chairman

§ Over 30 years experience in healthand social care, leading some of thelargest care providers in the UK(including Priory Group, WestminsterHealthcare and Care First)

§ Supported Government indevelopment of social care policies

§ Track record of turnarounds, organicgrowth and buy and build

David Spruzen FCA, Chief Executive§ 10 years experience leading

organisations in the sector (includingPriory Group)

§ Track record of operational andfinancial turnaround and restructuringfor complex multi-site businesses

§ Led successful debt and equity raisingprocesses

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Board of Directors of HC-OneSir William Wells, Non-Executive Director

§ Over 40 years experience in healthand social care

§ Independent Chairman of a numberof groups within the sector includingCMG, Covenant Healthcare andAshley House. Was Chief Executiveand Chairman of Chestertons

§ Strong and longstanding seniorrelationships with CentralGovernment, Local Government andRegulators

Anne Williams CBE, Non-Executive Director

§ Over 30 years experience in socialcare in Local Authorities, the NHS andthe voluntary sector

§ A former Director of Social Services,and past President of the Associationof Directors of Social Services

§ Her most recent position was asNational Director for LearningDisabilities for England 5

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MarkStibbardsFinance

Manager

MarkStibbardsFinance

Manager

DavidWalkerFinance

Manager

DavidWalkerFinance

Manager

ElizabethRoscoe

OperationsDirector

ElizabethRoscoe

OperationsDirector

Liz WhyteOperations

Director

Liz WhyteOperations

Director

TracyJohnson

OperationsDirector

TracyJohnson

OperationsDirector

EmmaBarnes

OperationsDirector

EmmaBarnes

OperationsDirector

KateSimcock

OperationsDirector

KateSimcock

OperationsDirector

Paula KeysOperations

Director

Paula KeysOperations

Director

VacantOperations

Director

VacantOperations

Director

DebsJohnson

ChiefAccountant

DebsJohnson

ChiefAccountant

NeilPownallHead ofEstates &

Cap Projects

NeilPownallHead ofEstates &

Cap Projects

GaryCarter

Head of IT& IT

Strategy

GaryCarter

Head of IT& IT

Strategy

Rob EnglishHead of

Procurement

Rob EnglishHead of

Procurement

DavidSmith

FinanceDirector

DavidSmith

FinanceDirector

MartinLowthianHead of

IntegratedRisk Mgt

MartinLowthianHead of

IntegratedRisk Mgt

BhavnaJones

Head ofService Dev

BhavnaJones

Head ofService Dev

Pam FinnisManaging

Director

Pam FinnisManaging

Director

AlisonInnes-

FarquharHead of

People Dev

AlisonInnes-

FarquharHead of

People Dev

Paul SmithHead ofMental

Health andDementia

Paul SmithHead ofMental

Health andDementia

AndrewShaw

Interim HRDirector

AndrewShaw

Interim HRDirector

DavidSpruzen

ChiefExecutive

DavidSpruzen

ChiefExecutive

Bob LewisSpecialistAdviser

Bob LewisSpecialistAdviser

Chai PatelChairmanChai PatelChairman

LiamScanlon

IndependentChair of

Safeguarding

LiamScanlon

IndependentChair of

Safeguarding

AnneWilliams/Sir

William WellsNon-ExecDirectors

AnneWilliams/Sir

William WellsNon-ExecDirectors

Organisational structure

60% are new appointmentsOnly 4 people in same role

New appointmentsNew appointments

Ex Southern CrossEx Southern Cross

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Vision and goals

Our Vision

§ To operate the kindest homes in the UK with the kindestand most professional staff

Our three goals

§ To improve the quality of our services and our premises

§ To improve the quality and performance of our staff

§ To improve the occupancy of our homes

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First 100 day priorities

§ Keep residents safe

§ Provide continuity of care

§ Establish sales invoicing function and maintain cashcollection

§ Retain and pay all staff on time and accurately

§ Maintain continuity of supply with key suppliers

§ Build confidence with Commissioners

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Activities also undertaken in first 100 days

§ Established a high quality senior management team

§ Developed new brand with clear positioning

§ Public relations and relationship campaign

§ Created significant new infrastructure:

Ø Learning and Development

Ø Human Resources

Ø Marketing and Sales

Ø IT

§ New induction and training programme - a majorHome Manager culture change and trainingprogramme introduced

§ Major recruitment drive for the homes:

Ø Reduction in agency usage

Ø Filling of Home Manager vacancies8

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Activities also undertaken in first 100 days

§ New customer sales strategy

§ Full review of all properties

Ø Developed prioritised plan for refurbishment

Ø New in-house branded interior decor

Ø New interior decor specific to dementia care

§ New signage throughout the estate

§ New uniforms being piloted

§ Full review of quality of services and significantimprovement in compliance with external regulators

§ Full scoping of e-medication system for roll out in 2012at zero cost

§ Strengthened IT team full update of applications andreplacement of equipment at all of the homes

§ Updating of major company policies and introductionof new essential policies

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Current trading§ Currently performing in line with turnaround plan

§ Average fee rates and occupancy (81.6%) currently inline with turnaround plan

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Strategy for the future

§ Establish reputation of company as a high qualityprovider

Ø A regular planned programme of communicationto local media

Ø Regular feedback to local MPs, Counsellors,Commissioners

Ø Rapid response to quality matters with transparentcommunication with stakeholders

§ Longer term relationships with Local Authority purchasers

Ø National level meetings with the President of theAssociation of Directors of Adult Social Services

Ø Involvement in Local Authority projects andworkshops regarding purchasing strategies

8

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Strategy for the future

§ Increase exposure to Health Authority funded residentsby providing more complex services

Ø Approaching Primary Care Trusts and NHS Trusts fornew strategies for older people

Ø Establishing a clear data base for corecompetencies within the company for healthcareservices

§ A resultant increase in occupancy and EBITDAR

§ A 1% increase in occupancy can contribute up toapproximately £1.5m of additional EBITDAR

8

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NHPPresentation to NoteholdersMeeting 23 March 2012

Portfolio overview

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NHP Abbreviated Structure Chart

LIBRA No 2 Limited(the Mezzanine Borrower)

Cayman Islands

LIBRA No 3 Limited(the Borrower)Cayman Islands

LIBRA Intermediate Holdco LimitedJersey Wider NHP propco group

HC-One(Opco)

England & Wales

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§ There are corporate governance arrangements in place between HC-One and Libra Intermediate Holdco Limited("Intermediate Holdco")

§ These arrangements govern the rights to:

Ø set out the committees of the board and their terms of referenceØ approve budgetsØ appoint advisorsØ hire or dismiss senior managers or change their remunerationØ appoint or remove a directorØ acquire or dispose of a material item outside the budgetØ dispose of the businessØ access to information

§ HC-One and its directors are responsible for all operational management, clinical governance and regulatory issuesand the welfare of residents in the homes

§ The relationship between the HC-One directors and NHP is very close; we meet frequently. This is in addition to theformal channel of the Intermediate Holdco board which is chaired by Sir William Wells

§ The Special Servicer frequently attends board meetings of Intermediate Holdco as an observer

HC-One - Governance

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§ Unlike SX, the Borrower Group now owns both the property company (NHP) and the operating company (HC-One) inrespect of the homes formerly let to SX and can therefore ensure that HC-One is not overburdened with rent

§ It is intended that the level of rent will be reviewed periodically in line with the trading performance of the business toavoid the same problems that contributed to the collapse of SX

§ In the interests of all stakeholders, including Lenders, staff and the residents who live in our homes, the Borrowerconsiders that it is imperative that the financing of HC-One continues to be secure

§ HC-One and our freeholds are the major part of the Borrower Group s value. Placing it on a sound financial footing,with rent set at a sustainable level in line with the performance of the business is, in the Borrower s view, the bestcourse of action to secure value for the Borrower Group s Lenders in both the short and long term

§ The Borrower has withheld amounts of rent from debt service on the previous 3 interest payment dates under the LibraWhole Loan in order to place HC-One on a firm financial footing

§ The Borrower is planning to continue to withhold similar amounts of rent from debt service over the next three quartersuntil the funding requirements for HC-One, if any, for year 2 and beyond become clear. The Borrower will review thesituation on each interest payment date

HC-One Protecting Our Investment

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NHP Portfolio Performance and Valuation

1 Property valuation based on 5.8% purchase costs. Valuation commissioned from Jones Lang LaSalle by the Borrower for the purposes of its 2011 annual audited accounts2 Combined pavement and turnover rent3 Property valuation based on 5.8% purchase costs. Valuation commissioned from Jones Lang LaSalle by the Special Servicer4 SX assigned homes to HC-One on 1 November 2011

At 30 December 2011At 30 September 2011

49.4618.113,99830174.6602.014,064301Total NHPPortfolio

9.480.61,356609.484.71,35660NonHC-One

40.0537.412,64224165.2517.312,708241SouthernCross/HC-One4

AnnualRent2

£m

PropertyValue3

£m

BedsNo.

HomesNo.

AnnualRent2

£m

PropertyValue1

£m

BedsNo.

HomesNo.

Tenants

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6701.4687.646951.4386.90Non SouthernCross2

5381.5186.235531.3083.50Southern CrossHealthcare1

Weeklyfee rate £

Rent Cover(x)

Occupancy(%)

Weeklyfee rate £

Rent Cover(x)

Occupancy(%)

Tenants

12 months to 31 October 201012 months to 31 October 2011

1 SX assigned homes to HC-One on 1 November 20112 Non-SX includes Care Management Group which is a specialist care operator

NHP Portfolio Performance and Valuation

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Capita Asset Services23 March 2012

Titan Europe 2007-1 (NHP) Limited

Libra Loan

Information Meeting of Noteholders

Loan overview and next steps

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Loan Overview

§ The Libra Whole Loan remains in "standstill" until 13th April 2012

§ As at 19 March 2012, the "mark-to-market" on the Forward Swap is £187.3m "out-of-the-money" for the Borrower

§ Periodic payments due but unpaid at the Borrower level in respect of the Forward Swaptotal approximately £22m

§ Current deferred Class B-E interest is approximately £2.3m

§ Current accrued Servicing Advances are approximately £7.1m

§ The latest valuation of the Libra portfolio of Properties is £618m as at30 December 2011 this reflects the collective values of the individual propertiesassuming purchase costs of 5.8%

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Next Steps

§ In light of the recent transfer of the homes to HC-One, allow time for:

Ø the stabilisation of the businessØ implementation of capex requirements

in each case with a view to enhancing the current value of the Borrower Group and improvefuture recoveries to the Lenders

§ The Special Servicer will continue to consider all available options with a view to themaximisation of recoveries on the Libra Whole Loan in accordance with the ServicingStandard

§ Update to Noteholders once the bottom-up business plan has been prepared by HC-Oneand presented to the Borrower and the Special Servicer

§ Feedback from Noteholders the Special Servicer can be contacted at any time byNoteholders via the contacts listed below

Ø Ian Llewellyn, Senior Manager (+44 1277 232350, [email protected])Ø Andy Wilcox, Director (+44 20 7393 6243, [email protected])