1. The Development of the Private Finance Initiative in the United Kingdom’s Public Healthcare Sector Michel Bonnet Tel: 44 (0)20 7470 7314 June 2003

2. Agenda Background: The National Health Service. Background: Chronology & Statistics. Project Financing & Structure. Current & Future Developments.

3. The UK’s Public Healthcare Sector Vast majority of healthcare provided by the State free at the point of use via the National Health Service. Total budget 2003 - 2004 of £75 billion or 7% of Gross Domestic Product. Health system nationalised in 1948 and the resultant NHS is now Europe’s largest employer with 1.1 million employees. Hospital care provided by central Government via semi- autonomous NHS Trusts. Moves towards increased local autonomy for these bodies. Shortfall in investment in infrastructure over a long period (mid- 70s to mid-90s) led to huge capital expenditure requirement. PFI is the preferred procurement route as it represents best value for money. VFM far more important than PSBR impact.

4. Background: Chronology PFI announced by Conservative Government in November 1993. First PFI project achieved financial close in December 1995. Projects in the hospitals sector delayed due to concerns re “vires” and covenant (as a result of semi-autonomous status). Resolved through new laws passed by Labour Government in June 1997. First hospital project closed in July 1997. “First Wave” of 17 hospital schemes closed over next 2 years. First tertiary care project closed - by Dexia - September 2002. First primary healthcare (LIFT) scheme due to close imminently.

5. Background: Statistics 40 hospital schemes closed to date with an aggregate capital value of almost £3 billion. 22 hospital projects with an aggregate capital value of some £4 billion are currently in procurement. A further 17 hospital projects with an aggregate capital value of some £2.5 billion are due to commence procurement within the next year. 42 primary healthcare projects currently in procurement with a total capital value of approximately £1 billion.

6. Dexia Involvement in Health Sector PFI Acted as lead arranger of 2 of the 17 “first wave” hospital facilities. Subsequently closed as arranger the Nuffield Hospital project in April 2002 and participated in a further 5 PFI hospital projects. Currently arranging the financing of three more PFI hospital schemes: Doncaster Mental Healthcare; Lewisham Hospital; and Swindon & Marlborough Diagnosis & Treatment Centre. Working on a further 10 hospital projects in procurement. Arranged and sole funded the first old peoples’ home PFI scheme in the London Borough of Greenwich in September 2002.

7. Typical PFI Hospital Contractual Structure NHS Trust SPV Shareholders Design and Construction Facilities Management (Hard & Soft) Medical Equipment & IT Funder(s) Direct Agreement Project Agreement Senior Debt Equity Sub-contracts

8. Typical Features of Financial Structure Most projects financed through conventional limited recourse, project finance; i.e. sponsors establish an SPV and pass down most of the project obligations through fixed price subcontracts. Main differences from conventional project finance are: (i) Direct Agreement between senior lenders & the NHS Trust enabling them to “step-in” and save a poorly-performing project; (ii) Termination Compensation Provisions to repay senior debt in full in most termination scenarios; & (iii) Certainty of Cashflow from central or local Government or another public sector entity. Low risk nature of projects enables relatively high gearing with debt : equity ratios of between 90 : 10 and 95 : 5 being the norm. Concessions typically 30 - 40 years in length & bank debt tenors range from 28 - 32 years. Many recent - particularly larger - schemes financed through wrapped bonds.

9. Bond Versus Bank Financing Since October 1999, only one project with a larger senior debt requirement than £75m has been funded in the bank market. All the others have been wrapped bonds. FSA wrapped 3 schemes. Wrapped bonds have generated economic benefits for issuers due mainly to their longer tenors. Low apparent margins - circa 100bp - but potential real return much higher through arranging & sell down and high likelihood of early refinancing. Pendulum now swinging back towards the bank market as a result of increased rating agency requirements to secure investment grade (e.g. higher base case cover ratios) and an appreciation of the value to both the public and private sectors of the possibility of refinancing bank debt.

10. Current & Future Developments: United Kingdom Pipeline of large hospital projects to continue over the next 3 - 5 years representing the largest hospital building programme in UK history. To speed up and decrease the cost of the procurement process, the NHS is starting to “batch” projects, awarding contracts for 3 hospital projects in one go rather than on a hospital-by-hospital basis. More projects likely to exclude soft services (i.e. those requiring a transfer of significant staff numbers) to accommodate the strong opposition of trade unions. Continued expansion of the primary healthcare PFI programme. Increase in number of tertiary care projects to improve capacity whilst accommodating local authorities’ shortage of capital funding.

11. Current & Future Developments: Overseas Italy: A number of schemes in procurement and one - at Brescia - achieved financial close. Canada: Hospital projects being taken forward by the provinces of British Columbia and Ontario. Preferred bidder appointed on the first scheme - William Osler in Toronto (Dexia supported runner-up). Deliberately copying UK model to reduce procurement time and cost. Australia: Various states pursuing accommodation PFI schemes, but very little in the health sector. Queensland just launched feasibility study. Portugal: Programme of 10 PPP hospitals due to commence this summer. Project includes all services including clinical / medical.