This is an advertisement and not a prospectus.
The information contained herein may only be released, published or distributed in the United Kingdom, the Isle of Man, Jersey and the Bailiwick of Guernsey in accordance with applicable regulatory requirements. The information contained herein is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, South Africa, the Republic of Ireland or in any other jurisdiction where it is unlawful to distribute this document.
UK MiFIR retail investors, professional investors and ECPs target market – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients (all distribution channels) and also retail clients (all distribution channels).
11 November 2021
RCB BONDS PLC ANNOUNCES THE LAUNCH OF CHARITIES AID FOUNDATION 3.5% BONDS DUE 2031 AND TENDER OFFER
RCB Bonds PLC (“RCB”) today announces the launch of the Charities Aid Foundation 3.5% Bonds due 2031 (the “New Bonds”) together with the launch of a tender offer by Charities Aid Foundation (“CAF” or the “Charity”).
CAF previously raised £20 million in 2016 through an issue by RCB of 5% bonds due 2026 (the “Old Bonds”). CAF has now made an offer to buy back the Old Bonds from investors (the “tender offer”) on the terms and subject to the restrictions set out in the tender offer memorandum relating to the tender offer (the “Tender Offer Memorandum”) and will use the proceeds of the New Bonds to settle the tender offer, with any additional funds raised being used to further its charitable objects.
CAF was established as an independent trust in 1974 and is the fourth largest registered charity in England and Wales by income. It is the parent charity of a group that comprises US and Canadian foundations and wholly-owned trading subsidiaries CAF Financial Solutions and CAF Bank, which provides banking services to over 14,000 UK charities and social purpose organisations.
CAF acts as a meeting point connecting companies, private philanthropists, charitable foundations, governments, charities and not-for-profit enterprises around the world. Its work connects organisations, institutions and individuals working to ensure that everyone has a stake in the future.
The Charity’s purpose is to accelerate progress in society towards a fair and sustainable future for all. It delivers on this purpose in a variety of ways, including: partnering with government and donors to achieve maximum impact, including the delivery of large-scale grant making programmes; working with regular donors to help them support charities; helping companies deliver employee charitable giving and to support their communities and chosen charities; enabling charities to do more life-changing work with lasting benefits by providing them with funding and financial solutions; and acting as a voice for the charitable sector with government and external stakeholders to deliver supportive legal, fiscal and regulatory conditions for donors, charities and social enterprises.
The Charity provides a range of products and services to individuals, companies, charities and not-for-profit social organisations. It enables individuals to put money aside tax-effectively to support their philanthropic aims at any time. It helps nearly 2,800 corporate clients in the UK and US to identify the right charity partners for donations and to develop skilled volunteering programmes, while its Give As You Earn scheme is the most popular payroll-giving scheme in the UK. In addition to advisory services, it provides charities with financial products including banking, investments, fundraising tools and social investment.
The Charity has a history of growth and innovation. The scale of its activities in the UK, US and Canada in the last year, and the impact of the Covid-19 pandemic on the charity sector, are signs that CAF’s services are needed today more than they have ever been.
In the Charity’s 2020/21 financial year, donations rose by 43%, or more than £300 million, with funds entrusted topping £1 billion for the first time as private philanthropists and businesses responded to the Covid-19 pandemic with remarkable generosity. In 2020/21, CAF sent £958 million in donations to charities in more than 100 countries around the world.
The New Bonds
The New Bonds will be issued by RCB, a special purpose issuing vehicle created to connect charitable or ethical organisations seeking unsecured loan finance with investors looking for fixed income bonds listed on the London Stock Exchange. The funds raised will be loaned, via a loan agreement, to the Charity.
The New Bonds are available to wholesale and retail investors and will pay a fixed rate of interest at 3.5% per annum until 8 December 2031, payable twice yearly on 8 June and 8 December of each year, with the first coupon payment being made on 8 June 2022. The New Bonds are expected to mature on 8 December 2031 with a final legal maturity on 8 December 2033.
At any time during the life of the New Bonds, investors are permitted to sell the New Bonds (within market hours and in normal market conditions) on the open market through their stockbroker.
- AJ Bell Securities Limited
- Arnold Stansby & Co. Limited
- Equiniti Financial Services Limited
- Hedley & Company Stockbrokers Limited
- Interactive Investor Services Limited
- Redmayne Bentley LLP
Allia C&C is acting as manager (the “Manager”) of the issue of the New Bonds.
The New Bonds have a minimum initial subscription amount of £500 and are available in multiples of £100 thereafter.
The offer period is expected to close at noon on 2 December 2021. RCB retains the right to close the offer early, in conjunction with the Manager. Notice will be given via RNS should this occur.
The New Bonds are expected to be listed on the UK Financial Conduct Authority’s Official List and admitted to trading on the London Stock Exchange’s main market and through the electronic Order book for Retail Bonds on or around 9 December 2021.
The Tender Offer
Together with the launch of the offer for the New Bonds, RCB has published a fixed-price tender offer made by the Charity to invite holders of the Old Bonds to tender their bonds for purchase by the Charity. Subject to raising the required funds through the New Bonds, the Charity will purchase any and all Old Bonds tendered at a price of 113.5 (i.e. £113.50 for every £100 of bonds), together with accrued interest.
Holder of the Old Bonds should contact their broker if they want to take up the offer or, if they need any assistance, can contact Lucid Issuer Services at email@example.com or on 020 7704 0880.
Commenting on the launch, Neil Heslop, OBE, Chief Executive of CAF, said:
“The Charities Aid Foundation exists to accelerate progress in society towards a fair and sustainable future for all. Our value is as an integral meeting place where donors, charities and governments can convene in order to maximise impact. That impact has never been greater than over the past 20 months; it has been truly humbling to see the immense efforts of both our team and the charities we serve in quickly mobilising to ensure that the remarkable generosity spurred by the pandemic was deployed to causes demonstrating the greatest need.
“Reflecting the critical role that our organisation played during a pivotal time for the charity sector, we have significant ambitions to scale our offering and another successful bond issuance will allow us to build upon a spirit of giving and make donations go further, transforming more lives and communities around the world.”
Adrian Bell, CEO of Allia C&C, said:
“This will be the second RCB issue for CAF, supporting the continued growth of its operations and ability to drive lasting change. It’s clear that CAF’s services are needed more today than they have ever been, and likewise, the demand for investment opportunities that create positive impact continues to grow. The RCB platform plays a vital role in enabling charity borrowers to access that demand and raise funding for growth.”
John Tattersall, chair of RCB, added:
“We are pleased to be launching our twelfth issue and our second for the Charity, a further demonstration that the uniformity of our structuring and on-lending process continues to prove efficient and work for a variety of different organisations. We have now issued over £320 million of bonds for a range of charities.”
For enquiries, please contact:
|Tel: +44 (0)20 3727 1000
|Tel: +44 (0)20 3039 3452|
The restriction on financial promotions contained in section 21(1) of the Financial Services and Markets Act 2000 does not apply to this announcement by virtue of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended.
About Charities Aid Foundation
The Charity is the Charities Aid Foundation, a UK charity registered with the Charity Commission for England and Wales, with registered charity number 268369. It is governed by a declaration of trust dated 2 October 1974, which sets out the Charity’s purpose as being to raise money and hold funds for the benefit of the charitable institutions or such charitable purposes anywhere in the world as the Trustees should think fit.
The Charity operates in the UK and internationally, acting as a meeting point connecting companies, private philanthropists, charitable foundations, governments, charities and not-for-profit enterprises. Its work connects organisations, institutions and individuals working to ensure that everyone has a stake in the future. The Charity believes that the agency of lasting change lies across sectors and borders, in the hearts, minds and hands of those driven to make a difference.
For further information about the Charity, please go to https://www.cafonline.org/
About Allia C&C
- Allia C&C is a leading expert in socially responsible finance, working to amplify economic and social impact. It supports a range of organisations that span the impact spectrum, from charities through to businesses that act responsibly – facilitating their access to the most appropriate and optimal funding for their needs from investors who are interested in creating impact.
- The team at Allia C&C were responsible for the creation of the RCB platform and have managed each of its bond issues.
- Allia C&C is a trading name of City & Continental Ltd, an Allia company.
- For more information please see alliacc.com
RCB Bonds PLC is a public limited company; it was established as a special purpose issuing vehicle but is not itself a charity. It is governed by an independent and experienced board of directors from the financial and charity sectors who are acting on a pro-bono basis. The administration of RCB is carried out by Allia Bond Services Ltd, a subsidiary of Allia C&C.
The issue of the New Bonds will be the twelfth series of bonds to be launched by RCB, following successful previous issues for Golden Lane Housing, Greensleeves Care, Hightown Housing Association, the Charity, Dolphin Living, Belong and The Alnwick Garden Trust. In total over £320 million of bonds have been issued since 2014.
For more information please see https://rcb-bonds.com
About the New Bonds
- The New Bonds may not be suitable for all investors. Investors should ensure they fully understand the risks and seek independent financial advice.
- Investors should note that the market price of the Bonds can rise and fall during the life of the investment and the price of the New Bonds could fall below the issue price of £100.
- In the event that RCB Bonds PLC or Charities Aid Foundation becomes insolvent or goes out of business, investors may lose some or all of their investment.
This announcement is an advertisement within the meaning of Article 2(k) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”) and is not a prospectus for the purposes of the UK Prospectus Regulation. A prospectus dated 11 November 2021 (the “Prospectus”) relating to the New Bonds has been prepared and made available to the public in accordance with the UK Prospectus Regulation.
The Prospectus is available on the website of RCB Bonds PLC (https://rcb-bonds.com/bonds/charities-aid-foundation. A key information document (“KID”) pursuant to Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA has been prepared by RCB Bonds PLC in connection with the New Bonds. A copy of the KID is also available on the website of RCB Bonds PLC (https://rcb-bonds.com/bonds/charities-aid-foundation).
The Prospectus has been approved by the Financial Conduct Authority (the “FCA”) as competent authority under the UK Prospectus Regulation. The FCA only approves the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of RCB Bonds PLC, Charities Aid Foundation or the quality of the New Bonds that are the subject of the Prospectus.
Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the New Bonds that are the subject of the Prospectus. Investors should not subscribe for any bonds referred to in this announcement except on the basis of information in the Prospectus.
The offering and the distribution of this announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any New Bonds. Any purchase of New Bonds pursuant to the offer should only be made on the basis of the information contained in the Prospectus.
The New Bonds have not been and will not be registered under the United States Securities Act of 1933 (as amended, the “Securities Act“) and, subject to certain exceptions, may not be offered or sold within the United States or to United States persons. The New Bonds are being offered and sold outside of the United States in reliance on Regulation S of the Securities Act.
About the Tender Offer
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the tender offer. If any holder of the Old Bonds is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Old Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Old Bonds pursuant to the tender offer. None of CAF, Allia C&C or Lucid Issuer Services makes any recommendation whether holders of the Old Bonds should tender Old Bonds for purchase pursuant to the tender offer.
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of CAF, RCB, Allia C&C and Lucid Issuer Services to inform themselves about, and to observe, any such restrictions.
The tender offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Old Bonds may not be tendered in the tender offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the tender offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Old Bonds in the tender offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Old Bonds made by, or by any person acting for the account or benefit of, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S of the Securities Act). Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended. The New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.
Each holder of Old Bonds participating in the tender offer will represent that it is not located in the United States and is not participating in the tender offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the tender offer from the United States. For the purposes of this and the above paragraphs, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
None of the tender offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the tender offer has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The tender offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Old Bonds that are located in Italy can tender Old Bonds for purchase in the tender offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Old Bonds or the tender offer.
The communication of this announcement and the Tender Offer Memorandum by RCB and any other documents or materials relating to the tender offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); (2) persons who fall within Article 43 of the FPO (“Members and creditors of certain bodies corporate”); (3) persons who fall within Article 49 of the FPO (“high net worth companies, unincorporated associations etc.”); or (4) any other persons to whom these documents and/or materials may lawfully be communicated. This announcement is being made by RCB. Any investment or investment activity to which the Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
The tender offer is not being made, directly or indirectly, to the public in the Republic of France. This announcement, the Tender Offer Memorandum and any other offering material relating to the tender offer may not be distributed in the Republic of France except to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129 (the Prospectus Regulation). The Tender Offer Memorandum has not been submitted for clearance to the Autorité des Marchés Financiers.
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Old Bonds (and tenders of Old Bonds in the tender offer will not be accepted from holders of Old Bonds) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the tender offer to be made by a licensed broker or dealer and Allia C&C or its affiliates are such a licensed broker or dealer in any such jurisdiction, the tender offer shall be deemed to be made by Allia C&C or such affiliate, as the case may be, on behalf of CAF in such jurisdiction.