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).

LAUNCH OF SOCIAL BOND OFFER

GOLDEN LANE HOUSING LTD 3.25% SOCIAL BONDS DUE 2031

Retail Charity Bonds PLC (“RCB”) today announces the launch of the Golden Lane Housing Ltd 3.25% Social Bonds due 2031 (the “Bonds”).

Golden Lane Housing Ltd (the “Charity”) aims to provide quality homes to people with learning disabilities. It was established in 1998 by The Royal Mencap Society (“Mencap”) and has a portfolio of 1,189 owned and leasehold properties, as well as 16 managed properties, providing 2,342 tenancy units in total for people with a learning disability (as at 31 March 2021).

In addition to providing homes, the Charity provides specialist services to its tenants in partnership with other care providers, including Mencap. This includes providing bespoke adaptations to the properties to meet the needs of their tenants.

The Charity’s property portfolio is located across England, Wales and Northern Ireland in 217 Local Authority areas. It currently comprises 478 freehold and long leasehold properties, 711 leased properties and 16 properties that are managed for other bodies. Unlike most other housing associations, the Charity does not own blocks of housing on estates because each property owned by the Charity has been specifically obtained (and in many cases adapted) to meet the particular needs of individuals with a learning disability.

The geographic diversity of the portfolio reflects the Charity’s belief that people with a learning disability should be able to live in the neighbourhoods that they are familiar with so that they can be close to friends and family and familiar transport routes, and where they are known in their community.

This will be the third occasion that RCB has launched a bond offer for the Charity, following the successful issue of £11 million 4.375% bonds in 2014, and £18 million 3.9% bonds in 2017 (including £8 million of retained bonds which were all subsequently sold).

The proceeds of this issue will be loaned to the Charity and used to further its charitable objects, including but not limited to the refinancing of a previous loan from RCB and the acquisition and/or adaptation of housing for people with one or more learning disabilities.

The Bonds

The Bonds will be issued by RCB, a special purpose issuing vehicle created to connect charitable organisations seeking unsecured loan finance with investors looking for fixed income bonds listed on London Stock Exchange. The funds raised will be loaned, via a loan agreement, to the Charity.

The Bonds are intended to be Social Bonds, in accordance with RCB’s recently launched sustainability bond framework, under which RCB may issue either social, green or sustainable bonds. A second-party opinion on the framework has been given by Standard & Poor’s Financial Services LLC.

The Bonds are available to wholesale and retail investors and will pay a fixed rate of interest at 3.25% per annum until 22 July 2031, payable twice yearly on 22 January and 22 July of each year, with the first coupon payment being made on 22 January 2022. The Bonds are expected to mature on 22 July 2031 with a final legal maturity on 22 July 2033.

At any time during the life of the Bonds, investors are permitted to sell the Bonds (within market hours and in normal market conditions) on the open market through their stockbroker.

Authorised Offerors:

  • AJ Bell Securities Limited
  • Arnold Stansby & Co. Limited
  • Equiniti Financial Services Limited
  • Hedley & Company Stockbrokers Limited
  • iDealing.com Limited
  • Interactive Investor Services Limited
  • Redmayne Bentley LLP

Allia C&C is acting as Manager (the “Manager”) on the issue.

The 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 16 July 2021. RCB retains the right to close the offer early, in conjunction with the Manager.

The Bonds are expected to be listed on the UK Financial Conduct Authority’s Official List and admitted to trading on London Stock Exchange’s main market and through the electronic Order book for Retail Bonds on or around 23 July 2021.

This is the eleventh series of bonds to be launched by RCB, following successful previous issues for Greensleeves Care, Hightown Housing Association, Charities Aid Foundation, the Charity, Dolphin Living, Belong and The Alnwick Garden Trust. In total over £300 million of bonds have been issued since 2014.

Commenting on the launch, John Verge, Chief Executive of Golden Lane Housing, said:

“One of the biggest challenges facing people with a learning disability in the UK is a lack of access to suitable supported accommodation. Due to the chronic housing shortage, a significant number of people with a learning disability live in unsuitable residential institutions or with elderly parents and carers, and as a result face an uncertain future. Local authority accommodation is in short supply and, with limited choice available, it means that individuals often have to move into accommodation far away from friends and family. We are extremely proud of the work we do to help people live in the right house, in the right place, with the right support, so that they can prosper, develop their independence and skills and contribute to their communities.”

Adrian Bell, CEO of Allia C&C, said:

“This will be the third RCB issue for Golden Lane Housing, supporting the continued growth of its operations and its social impact. We’re delighted that it will also be the first RCB issue of Social Bonds under the new RCB sustainability bond framework, which will help provide greater transparency for investors looking to buy social, green and sustainable bonds. The demand for investment opportunities that will create positive impact is growing continually, and the RCB platform plays a vital role in enabling charity borrowers to access that demand and raise funding for growth.”

John Tattersall, chair of Retail Charity Bonds PLC, added:

“We are pleased to be launching our eleventh issue and our third 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 £300 million of bonds for a wide range of charities.”

-ENDS-

For enquiries, please contact:

FTI Consulting

Dido Laurimore

Richard Gotla

Talia Jessener

Tel: +44 (0)20 3727 1000

Allia C&C

Henrietta Podd

Tel: +44 (0)20 3039 3452
About Golden Lane Housing

Golden Lane Housing Ltd is a charitable company limited by guarantee incorporated in England and Wales with company registration number 03597323. The Charity is also registered with the Charity Commission with registered charity number 1071097 and is a Registered Provider with the Regulator of Social Housing with registration number 4803.

The sole member and parent of the Charity is the Royal Mencap Society, a charitable company limited by guarantee incorporated in England and Wales with company registration number 00550457 and a registered charity with the Charity Commission with registered charity number 222377.

The principal source of income of the Charity (comprising 90% of total income in the financial year to 31 March 2021) is rent from its tenants in return for provision of accommodation and specialist landlord services. These services range from housing management and maintenance services tailored to the needs of people with a learning disability (including a 24-hour repairs helpline) to advice and guidance to families, individuals, carers and social care professionals on housing related issues. The Charity works very closely with over 200 support organisations who provide care and support services, with Mencap currently being the support provider for approximately 31 per cent. of the Charity’s tenants.

Underpinning the Charity’s principal activities are five key values which are the foundations on which the Charity’s work and future plans are based:

  1. Caring: we treat everyone with respect and kindness
  2. Listening: we involve people in the review and design of housing and services
  3. Honesty: we build trust by being open and fair in everything we do
  4. Reliable: we are dependable and trusted to keep our standards and commitments
  5. Creative: we work together in many different ways for great outcomes

For further information about the Charity, please go to https://www.glh.org.uk

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 Retail Charity Bonds 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 https://alliacc.com

About Retail Charity Bonds

Retail Charity 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.

About the Bonds

  • The 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 Bonds could fall below the issue price of £100.
  • In the event that Retail Charity Bonds PLC or Golden Lane Housing Ltd 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 1 July 2021 (the “Prospectus”) relating to the 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 Retail Charity Bonds PLC (https://rcb-bonds.com/bonds/golden-lane-housing. 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 Retail Charity Bonds PLC in connection with the Bonds. A copy of the KID is also available on the website of Retail Charity Bonds PLC (https://rcb-bonds.com/bonds/golden-lane-housing).

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 Retail Charity Bonds PLC, Golden Lane Housing Ltd or the quality of the 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 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 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 article 70(1A) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended.

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 Bonds. Any purchase of Bonds pursuant to the offer should only be made on the basis of the information contained in the Prospectus.

The 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 Bonds are being offered and sold outside of the United States in reliance on Regulation S of the Securities Act.