RCB Bonds PLC announces the Issue Size announcement of the Royal Masonic Benevolent Institution Care Company 6.25% Sustainable Bonds due 2029

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 European Economic Area 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).



Issue Size Announcement

This announcement constitutes the Issue Size Announcement as referred to in the prospectus dated 30 January 2023 (the “Prospectus”) and must be read in conjunction with the Prospectus.


Defined terms used herein shall have the meanings attributed to them in the Prospectus.


The Offer Period relating to the Bonds closed at 12 noon (London time) on 24 February 2023 and, accordingly, Bonds can no longer be subscribed for pursuant to the offer. In accordance with Article 17 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, the Issuer is pleased to confirm the following in connection with the offer of the Bonds:


Issue Date:


7 March 2023

Total principal amount of the Bonds issued (including Retained Bonds):



Total principal amount of Retained Bonds:  



Amount of the Loan to be advanced on the Issue Date:



Estimated expenses relating to the offer:  



Estimated net proceeds of the offer:  






For enquiries, please contact:

FTI Consulting

Dido Laurimore, Ellie Sweeney, Neel Bose

Tel: +44 (0)20 3727 1000


Allia C&C

Henrietta Podd

Tel: +44 (0)20 3039 3452


About RMBI Care Co.

RMBI Care Co. provides residential care, nursing care and residential dementia support to older Freemasons, their families and people in the wider community. We have been caring for older people for over 180 years and today, we support over 1,000 residents across 17 care homes in England and Wales with a focus on wellbeing and quality outcomes.

We treat each person as an individual. We believe that everyone should be able to enjoy later life and we are here to help our residents stay as independent as possible. Above all, we live by our values – kind, supportive and trusted.

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

RMBI Care Co. is part of the Masonic Charitable Foundation – Funded entirely by Freemasons, MCF builds better lives by encouraging opportunity, promoting independence and improving wellbeing. For more information, please visit: www.mcf.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 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 www.alliacc.com

About RCB

RCB Bonds PLC is a public limited company, established as a special purpose issuing vehicle. 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.

For more information please see  https://rcb-bonds.com

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 RCB Bonds PLC or The Royal Masonic Benevolent Institution Care Company 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 30 January 2023 (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 RCB Bonds PLC ( https://rcb-bonds.com/bonds/rmbi. 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 Bonds. A copy of the KID is also available on the website of RCB Bonds PLC (https://rcb-bonds.com/bonds/rmbi).

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, The Royal Masonic Benevolent Institution Care Company 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.