Principal Healthcare

19 Apr 1999

SIMMONS & SIMMONS ADVISES PRINCIPAL HEALTHCARE

SIMMONS & SIMMONS ADVISES PRINCIPAL HEALTHCARE ON 2ND SECURITISATION OF CARE HOME LEASES

Principal Healthcare Finance Limited ("Principal Healthcare"), which finances care homes for the elderly through sale and leaseback arrangements with operators of care homes throughout the UK, has completed the issue of £122 million of fixed rate notes through Tiara Securities Issuer B.V., a special purpose company incorporated in The Netherlands. The issue includes an £82 million tranche rated AAA by Standard & Poor's and Duff & Phelps. Simmons & Simmons, which acted on behalf of Principal Healthcare and its subsidiaries, also advised Principal Healthcare in relation to its first securitisation in December 1997.

Principal Healthcare's largest single shareholder is Omega Worldwide, Inc. a NASDAQ listed company with offices in Michigan, London and Sydney which provides investment and management advisory services and invests in providers of capital finance to the healthcare industry primarily outside the United States.

The Simmons & Simmons team was led by partners Stephen Moller (Banking and Capital Markets) and David Thompson (Property). Other team members included partner Richard Allnutt (Corporate), Michele Connell (Banking and Capital Markets), Tim O'Dell (Banking and Capital Markets) and Carol Shaw (Property).

Essel Bailey, the Managing Director of Principal Healthcare, said:

"A key feature of the transaction is that Principal Healthcare has retained a wide discretion to deal with the securitised assets, including a right to substitute properties voluntarily. This flexibility allows us to assist tenants with their operating requirements."

Commenting on the transaction, Stephen Moller said:

"We are naturally very pleased to be associated with the completion of this second successful securitisation by our client."

Ernst & Young provided tax advice to Principal Healthcare and its subsidiaries. Clifford Chance acted on behalf of the lead manager, Merrill Lynch International.

ENDS Notes for editors:

1. Simmons & Simmons is worldclass law firm with offices in London, Paris, Brussels, Düsseldorf, Lisbon, Milan, Rome, Madrid, Abu Dhabi, Hong Kong, Shanghai and New York with over 1,400 staff worldwide. For further information on Simmons & Simmons please visit our website at www.simmons-simmons.com.

2. The Banking and Capital Markets Department at Simmons & Simmons comprises 13 partners plus over 50 lawyers in London. It advises on capital markets, securitisation, structured financing, corporate treasury, corporate trustee and banking work in the UK and overseas.

3. The Property Department comprises 16 partners plus 37 other lawyers, trainee solicitors and paralegals. As well as supporting the corporate areas of the firm, it has its own pure property and planning practice. Areas of expertise include property development, landlord and tenant work, commercial conveyancing, town and country planning and property finance. Property litigation is carried out by a dedicated team within the Litigation Department, headed by Carol Hewson. Support when appropriate is obtained from members of the Tax Department and Environmental Law Department.