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Royal Bank of Scotland Corporate &
                             Institutional Banking
                                        Gavin White
                    Director, UK Healthcare Services




rbs.com/cib
UK private healthcare services sector

UK market revenue by provider type
              90
              80
              70
              60
      GBPbn




              50
                                                       74.5
              40
              30
              20
              10         0.3                                           10.2            4.2         4.7
                        12.9                0.3          8              7.3           10.2         7.2           4.5
               0                            5.5                                                                  2.9
                   Primary Care          Dentistry   Acute Care    Mental Health Elderly Care   Domiciliary   Childrens'
                                                                    / Learning                    Care          Care
                                                                     Disability

                                                         Private    Public / 3rd Sector
Source: Candesic, Laing & Buisson 2011




                                                                                                                           RBS76692
                                                                   2
Businesses supported
Key themes – value alternative to public sector / innovation / capital

                      •   Provision of new purpose built homes (marketwide only 8% homes constructed since 2000)
Elderly Care          •   Unprecedented level of regulatory scrutiny
                      •   Focus on private pay and dementia care



Fertility Business
                      •   Complements NHS provision
                      •   Pioneer of fertility technology



Supported Living      •   High acuity business provided in domiciliary setting
Provider              •   Geographic scale


                      •   Alternative to Local Authority and expensive residential provision
Fostering Provider    •   Weekly fees benchmark below public sector comparable
                      •   Strong care ethos




                                                                                                                   RBS76692
                                                        3
Quality assurance
Primary focus on safeguarding culture, quality of care, and regulatory compliance

Structure                         Systematic quality focus            Regulatory Compliance

                                                                                120
                                          Monthly quality reporting
                Board                                                           100
                                            HR and training policy
                                                                                 80




                                                                        GBPbn
                                            KPI tracking systems                 60

Quality Director        CEO                 Service users’ “voice”               40

                                                                                 20
                                            Whistleblowing policy
 Quality Team           COO                                                       0
                                          Incident management team
                                                                                      0-1 ticks   2-3 ticks
                                                                                      4 ticks     5 ticks




                                                                                                              RBS76692
                                                  4
Care pathways
Expansion of community based care




                                            Acute
                                           Hospital

                                          Outpatient
                                                                Need /
      Cost of Care
                                                              Dependency
                                       Residential Care

                                    Day Care / Respite Care

                                          Home Care




                                                                           RBS76692
                                            5
This material has been prepared by The Royal Bank of Scotland plc (“RBS”) for information purposes only. It does not constitute a prospectus or offering document in whole or in part and its terms are qualified in their entirety by such offering or other
transaction document(s) (the “Offering Document”) issued in respect of the securities (the “Securities”) or the transaction(s) (the "Transaction(s)") described in this material. The information contained herein is confidential and is intended for use only by the
intended recipient (each a “Recipient”). The material remains the property of RBS and must be returned on request and any copies thereof destroyed. It should not be reproduced or disclosed to any other person, without the consent of RBS.

The investments and investment services referred to herein are available only to persons to whom this material may be lawfully delivered in accordance with applicable securities laws. This material is being distributed only to, and is directed only at, persons
who have professional experience in matters relating to investments, falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or to other persons to whom this material may otherwise be lawfully
communicated (together “Sophisticated Investors”). It must not be acted on or relied on by, nor are the Securities herein referred to available to any other persons. This material is not available to retail clients within the meaning of the rules of the Financial
Services Authority, nor to any persons who are subject to US securities laws and it should not be distributed in the US or to any US person nor in any jurisdiction in which its distribution would be prohibited.

By reviewing this material each Recipient represents that it is a person into whose possession the material can be lawfully delivered in accordance with the laws of the jurisdiction in which the Recipient is located.

This material should not be construed as an offer or solicitation to buy or sell the Securities or any other securities, or any interest in any securities, and nothing herein should be construed as a recommendation or advice to invest in any securities.

RBS acts neither as an adviser to, nor owes any fiduciary duty to any Recipient. This material does not purport to identify all of the risks associated with the Transaction(s). Neither RBS nor any of its affiliates, agents or representatives makes any
representation regarding the provision of advice to any Recipient concerning the appropriate legal treatment, regulatory treatment, accounting treatment or possible tax consequences of an investment in the Securities. Each Recipient of the material should
make its own independent evaluation of the Transaction(s) and the risks thereof, and of the relevance and adequacy of the information in the material and should make other investigations as it deems necessary, and consult its own legal, tax, and other
advisers, in order to determine whether to participate in the Transaction(s). Each Recipient should review any Offering Document prior to making an investment decision and should base such investment decision solely upon the information contained in any
Offering Document if one exists.

The information contained in the material has been prepared on the basis of information provided by the Issuer or one or more of its affiliates to assist interested parties in making a preliminary analysis of the Transaction(s) and is limited in nature, subject to
completion, amendment and change without notice, and will be superseded by the final Offering Document. The material is presented on the express understanding that although the information herein is believed to be reliable, it has not been independently
verified by RBS. RBS makes no representation or warranty (express or implied) of any nature, nor does it accept any responsibility or liability of any kind, with respect to the accuracy or completeness of any of the information or opinions in the material.
However this shall not restrict, exclude or limit any duty or liability to any person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed.

Unless otherwise expressly indicated thereon, the material has not been reviewed or approved by any rating agencies.

RBS and its affiliates, connected companies, employees or clients may have an interest in the Securities (or related securities or other financial instruments or their related derivatives). This may involve activities such as dealing in, holding, acting as market-
makers, or performing financial or advisory services, in relation to any of the Securities referred to in this document. It may also have acted as a manager or co-manager of a public offering of such Securities, and may also have a general banking or
investment banking relationship with any companies mentioned in the material. Accordingly, information may be available to RBS which is not reflected in this material.

This material is issued by RBS which is authorised and regulated in the UK by the Financial Services Authority. Any views or opinions expressed herein (including statements or forecasts) constitute the judgement of RBS as of the date indicated. Recipients
of the material should not rely on any representation or undertaking inconsistent with the above paragraphs.

The Royal Bank of Scotland plc acts in certain jurisdictions as the authorised agent of The Royal Bank of Scotland N.V.

The Royal Bank of Scotland plc. Registered in Scotland No. 90312. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

© The Royal Bank of Scotland plc. All rights, save as expressly granted, are reserved. Reproduction in any form of any part of the contents of this presentation without our prior written consent is prohibited unless for personal use only.

This presentation contains numerous trade marks belonging to The Royal Bank of Scotland Group plc and other companies in the RBS Group. These trade marks include, but are not limited to, The Royal Bank of Scotland logo, The Royal Bank of Scotland
and RBS. If you are in doubt as to whether an item is a trade mark of The Royal Bank of Scotland Group plc or a member of the RBS Group, please contact us for clarification at the registered office address above.




                                                                                                                                                                                                                                                                           RBS76692
                                                                                                                             6
This material has been prepared by The Royal Bank of Scotland plc (“RBS”) for information purposes only. It does not constitute a prospectus or offering document in whole or in part and its terms are qualified in their entirety by such offering or other
transaction document(s) (the “Offering Document”) issued in respect of the securities (the “Securities”) or the transaction(s) (the "Transaction(s)") described in this material. The information contained herein is confidential and is intended for use only by the
intended recipient (each a “Recipient”). The material remains the property of RBS and must be returned on request and any copies thereof destroyed. It should not be reproduced or disclosed to any other person, without the consent of RBS.

The investments and investment services referred to herein are available only to persons to whom this material may be lawfully delivered in accordance with applicable securities laws. This material is being distributed only to, and is directed only at, persons
who have professional experience in matters relating to investments, falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or to other persons to whom this material may otherwise be lawfully
communicated (together “Sophisticated Investors”). It must not be acted on or relied on by, nor are the Securities herein referred to available to any other persons. This material is not available to retail clients within the meaning of the rules of the Financial
Services Authority, nor to any persons who are subject to US securities laws and it should not be distributed in the US or to any US person nor in any jurisdiction in which its distribution would be prohibited.

By reviewing this material each Recipient represents that it is a person into whose possession the material can be lawfully delivered in accordance with the laws of the jurisdiction in which the Recipient is located.

This material should not be construed as an offer or solicitation to buy or sell the Securities or any other securities, or any interest in any securities, and nothing herein should be construed as a recommendation or advice to invest in any securities.

RBS acts neither as an adviser to, nor owes any fiduciary duty to any Recipient. This material does not purport to identify all of the risks associated with the Transaction(s). Neither RBS nor any of its affiliates, agents or representatives makes any
representation regarding the provision of advice to any Recipient concerning the appropriate legal treatment, regulatory treatment, accounting treatment or possible tax consequences of an investment in the Securities. Each Recipient of the material should
make its own independent evaluation of the Transaction(s) and the risks thereof, and of the relevance and adequacy of the information in the material and should make other investigations as it deems necessary, and consult its own legal, tax, and other
advisers, in order to determine whether to participate in the Transaction(s). Each Recipient should review any Offering Document prior to making an investment decision and should base such investment decision solely upon the information contained in any
Offering Document if one exists.

The information contained in the material has been prepared on the basis of information provided by the Issuer or one or more of its affiliates to assist interested parties in making a preliminary analysis of the Transaction(s) and is limited in nature, subject to
completion, amendment and change without notice, and will be superseded by the final Offering Document. The material is presented on the express understanding that although the information herein is believed to be reliable, it has not been independently
verified by RBS. RBS makes no representation or warranty (express or implied) of any nature, nor does it accept any responsibility or liability of any kind, with respect to the accuracy or completeness of any of the information or opinions in the material.
However this shall not restrict, exclude or limit any duty or liability to any person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed.

Unless otherwise expressly indicated thereon, the material has not been reviewed or approved by any rating agencies.

RBS and its affiliates, connected companies, employees or clients may have an interest in the Securities (or related securities or other financial instruments or their related derivatives). This may involve activities such as dealing in, holding, acting as market-
makers, or performing financial or advisory services, in relation to any of the Securities referred to in this document. It may also have acted as a manager or co-manager of a public offering of such Securities, and may also have a general banking or
investment banking relationship with any companies mentioned in the material. Accordingly, information may be available to RBS which is not reflected in this material.

This material is issued by RBS which is authorised and regulated in the UK by the Financial Services Authority. Any views or opinions expressed herein (including statements or forecasts) constitute the judgement of RBS as of the date indicated. Recipients
of the material should not rely on any representation or undertaking inconsistent with the above paragraphs.

The Royal Bank of Scotland plc acts in certain jurisdictions as the authorised agent of The Royal Bank of Scotland N.V.

The Royal Bank of Scotland plc. Registered in Scotland No. 90312. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

© The Royal Bank of Scotland plc. All rights, save as expressly granted, are reserved. Reproduction in any form of any part of the contents of this presentation without our prior written consent is prohibited unless for personal use only.

This presentation contains numerous trade marks belonging to The Royal Bank of Scotland Group plc and other companies in the RBS Group. These trade marks include, but are not limited to, The Royal Bank of Scotland logo, The Royal Bank of Scotland
and RBS. If you are in doubt as to whether an item is a trade mark of The Royal Bank of Scotland Group plc or a member of the RBS Group, please contact us for clarification at the registered office address above.




                                                                                                                                                                                                                                                                           RBS76692
                                                                                                                             6

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Gavin White, Director, RBS Health Services

  • 1. Royal Bank of Scotland Corporate & Institutional Banking Gavin White Director, UK Healthcare Services rbs.com/cib
  • 2. UK private healthcare services sector UK market revenue by provider type 90 80 70 60 GBPbn 50 74.5 40 30 20 10 0.3 10.2 4.2 4.7 12.9 0.3 8 7.3 10.2 7.2 4.5 0 5.5 2.9 Primary Care Dentistry Acute Care Mental Health Elderly Care Domiciliary Childrens' / Learning Care Care Disability Private Public / 3rd Sector Source: Candesic, Laing & Buisson 2011 RBS76692 2
  • 3. Businesses supported Key themes – value alternative to public sector / innovation / capital • Provision of new purpose built homes (marketwide only 8% homes constructed since 2000) Elderly Care • Unprecedented level of regulatory scrutiny • Focus on private pay and dementia care Fertility Business • Complements NHS provision • Pioneer of fertility technology Supported Living • High acuity business provided in domiciliary setting Provider • Geographic scale • Alternative to Local Authority and expensive residential provision Fostering Provider • Weekly fees benchmark below public sector comparable • Strong care ethos RBS76692 3
  • 4. Quality assurance Primary focus on safeguarding culture, quality of care, and regulatory compliance Structure Systematic quality focus Regulatory Compliance 120 Monthly quality reporting Board 100 HR and training policy 80 GBPbn KPI tracking systems 60 Quality Director CEO Service users’ “voice” 40 20 Whistleblowing policy Quality Team COO 0 Incident management team 0-1 ticks 2-3 ticks 4 ticks 5 ticks RBS76692 4
  • 5. Care pathways Expansion of community based care Acute Hospital Outpatient Need / Cost of Care Dependency Residential Care Day Care / Respite Care Home Care RBS76692 5
  • 6. This material has been prepared by The Royal Bank of Scotland plc (“RBS”) for information purposes only. It does not constitute a prospectus or offering document in whole or in part and its terms are qualified in their entirety by such offering or other transaction document(s) (the “Offering Document”) issued in respect of the securities (the “Securities”) or the transaction(s) (the "Transaction(s)") described in this material. The information contained herein is confidential and is intended for use only by the intended recipient (each a “Recipient”). The material remains the property of RBS and must be returned on request and any copies thereof destroyed. It should not be reproduced or disclosed to any other person, without the consent of RBS. The investments and investment services referred to herein are available only to persons to whom this material may be lawfully delivered in accordance with applicable securities laws. This material is being distributed only to, and is directed only at, persons who have professional experience in matters relating to investments, falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or to other persons to whom this material may otherwise be lawfully communicated (together “Sophisticated Investors”). It must not be acted on or relied on by, nor are the Securities herein referred to available to any other persons. This material is not available to retail clients within the meaning of the rules of the Financial Services Authority, nor to any persons who are subject to US securities laws and it should not be distributed in the US or to any US person nor in any jurisdiction in which its distribution would be prohibited. By reviewing this material each Recipient represents that it is a person into whose possession the material can be lawfully delivered in accordance with the laws of the jurisdiction in which the Recipient is located. This material should not be construed as an offer or solicitation to buy or sell the Securities or any other securities, or any interest in any securities, and nothing herein should be construed as a recommendation or advice to invest in any securities. RBS acts neither as an adviser to, nor owes any fiduciary duty to any Recipient. This material does not purport to identify all of the risks associated with the Transaction(s). Neither RBS nor any of its affiliates, agents or representatives makes any representation regarding the provision of advice to any Recipient concerning the appropriate legal treatment, regulatory treatment, accounting treatment or possible tax consequences of an investment in the Securities. Each Recipient of the material should make its own independent evaluation of the Transaction(s) and the risks thereof, and of the relevance and adequacy of the information in the material and should make other investigations as it deems necessary, and consult its own legal, tax, and other advisers, in order to determine whether to participate in the Transaction(s). Each Recipient should review any Offering Document prior to making an investment decision and should base such investment decision solely upon the information contained in any Offering Document if one exists. The information contained in the material has been prepared on the basis of information provided by the Issuer or one or more of its affiliates to assist interested parties in making a preliminary analysis of the Transaction(s) and is limited in nature, subject to completion, amendment and change without notice, and will be superseded by the final Offering Document. The material is presented on the express understanding that although the information herein is believed to be reliable, it has not been independently verified by RBS. RBS makes no representation or warranty (express or implied) of any nature, nor does it accept any responsibility or liability of any kind, with respect to the accuracy or completeness of any of the information or opinions in the material. However this shall not restrict, exclude or limit any duty or liability to any person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed. Unless otherwise expressly indicated thereon, the material has not been reviewed or approved by any rating agencies. RBS and its affiliates, connected companies, employees or clients may have an interest in the Securities (or related securities or other financial instruments or their related derivatives). This may involve activities such as dealing in, holding, acting as market- makers, or performing financial or advisory services, in relation to any of the Securities referred to in this document. It may also have acted as a manager or co-manager of a public offering of such Securities, and may also have a general banking or investment banking relationship with any companies mentioned in the material. Accordingly, information may be available to RBS which is not reflected in this material. This material is issued by RBS which is authorised and regulated in the UK by the Financial Services Authority. Any views or opinions expressed herein (including statements or forecasts) constitute the judgement of RBS as of the date indicated. Recipients of the material should not rely on any representation or undertaking inconsistent with the above paragraphs. The Royal Bank of Scotland plc acts in certain jurisdictions as the authorised agent of The Royal Bank of Scotland N.V. The Royal Bank of Scotland plc. Registered in Scotland No. 90312. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB. © The Royal Bank of Scotland plc. All rights, save as expressly granted, are reserved. Reproduction in any form of any part of the contents of this presentation without our prior written consent is prohibited unless for personal use only. This presentation contains numerous trade marks belonging to The Royal Bank of Scotland Group plc and other companies in the RBS Group. These trade marks include, but are not limited to, The Royal Bank of Scotland logo, The Royal Bank of Scotland and RBS. If you are in doubt as to whether an item is a trade mark of The Royal Bank of Scotland Group plc or a member of the RBS Group, please contact us for clarification at the registered office address above. RBS76692 6
  • 7. This material has been prepared by The Royal Bank of Scotland plc (“RBS”) for information purposes only. It does not constitute a prospectus or offering document in whole or in part and its terms are qualified in their entirety by such offering or other transaction document(s) (the “Offering Document”) issued in respect of the securities (the “Securities”) or the transaction(s) (the "Transaction(s)") described in this material. The information contained herein is confidential and is intended for use only by the intended recipient (each a “Recipient”). The material remains the property of RBS and must be returned on request and any copies thereof destroyed. It should not be reproduced or disclosed to any other person, without the consent of RBS. The investments and investment services referred to herein are available only to persons to whom this material may be lawfully delivered in accordance with applicable securities laws. This material is being distributed only to, and is directed only at, persons who have professional experience in matters relating to investments, falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or to other persons to whom this material may otherwise be lawfully communicated (together “Sophisticated Investors”). It must not be acted on or relied on by, nor are the Securities herein referred to available to any other persons. This material is not available to retail clients within the meaning of the rules of the Financial Services Authority, nor to any persons who are subject to US securities laws and it should not be distributed in the US or to any US person nor in any jurisdiction in which its distribution would be prohibited. By reviewing this material each Recipient represents that it is a person into whose possession the material can be lawfully delivered in accordance with the laws of the jurisdiction in which the Recipient is located. This material should not be construed as an offer or solicitation to buy or sell the Securities or any other securities, or any interest in any securities, and nothing herein should be construed as a recommendation or advice to invest in any securities. RBS acts neither as an adviser to, nor owes any fiduciary duty to any Recipient. This material does not purport to identify all of the risks associated with the Transaction(s). Neither RBS nor any of its affiliates, agents or representatives makes any representation regarding the provision of advice to any Recipient concerning the appropriate legal treatment, regulatory treatment, accounting treatment or possible tax consequences of an investment in the Securities. Each Recipient of the material should make its own independent evaluation of the Transaction(s) and the risks thereof, and of the relevance and adequacy of the information in the material and should make other investigations as it deems necessary, and consult its own legal, tax, and other advisers, in order to determine whether to participate in the Transaction(s). Each Recipient should review any Offering Document prior to making an investment decision and should base such investment decision solely upon the information contained in any Offering Document if one exists. The information contained in the material has been prepared on the basis of information provided by the Issuer or one or more of its affiliates to assist interested parties in making a preliminary analysis of the Transaction(s) and is limited in nature, subject to completion, amendment and change without notice, and will be superseded by the final Offering Document. The material is presented on the express understanding that although the information herein is believed to be reliable, it has not been independently verified by RBS. RBS makes no representation or warranty (express or implied) of any nature, nor does it accept any responsibility or liability of any kind, with respect to the accuracy or completeness of any of the information or opinions in the material. However this shall not restrict, exclude or limit any duty or liability to any person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed. Unless otherwise expressly indicated thereon, the material has not been reviewed or approved by any rating agencies. RBS and its affiliates, connected companies, employees or clients may have an interest in the Securities (or related securities or other financial instruments or their related derivatives). This may involve activities such as dealing in, holding, acting as market- makers, or performing financial or advisory services, in relation to any of the Securities referred to in this document. It may also have acted as a manager or co-manager of a public offering of such Securities, and may also have a general banking or investment banking relationship with any companies mentioned in the material. Accordingly, information may be available to RBS which is not reflected in this material. This material is issued by RBS which is authorised and regulated in the UK by the Financial Services Authority. Any views or opinions expressed herein (including statements or forecasts) constitute the judgement of RBS as of the date indicated. Recipients of the material should not rely on any representation or undertaking inconsistent with the above paragraphs. The Royal Bank of Scotland plc acts in certain jurisdictions as the authorised agent of The Royal Bank of Scotland N.V. The Royal Bank of Scotland plc. Registered in Scotland No. 90312. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB. © The Royal Bank of Scotland plc. All rights, save as expressly granted, are reserved. Reproduction in any form of any part of the contents of this presentation without our prior written consent is prohibited unless for personal use only. This presentation contains numerous trade marks belonging to The Royal Bank of Scotland Group plc and other companies in the RBS Group. These trade marks include, but are not limited to, The Royal Bank of Scotland logo, The Royal Bank of Scotland and RBS. If you are in doubt as to whether an item is a trade mark of The Royal Bank of Scotland Group plc or a member of the RBS Group, please contact us for clarification at the registered office address above. RBS76692 6