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Belong Limited: Issue Size Announcement

June 1, 2018

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. The bonds referred to below may only be sold in Jersey in compliance with the provisions of the Control of Borrowing (Jersey) Order 1958 and the Financial Services (Jersey) Law 1998, as amended.

MiFID II retail investors, professional investors and ECPs target market – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients (all distribution channels) and also retail clients (all distribution channels).

ISSUE SIZE ANNOUNCEMENT

BELONG LIMITED RETAIL CHARITY BOND 4.5% DUE 2026 

This announcement constitutes the Issue Size Announcement as referred to in the Prospectus dated 23 May 2018 (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 10:00am (London time) on 31 May 2018, and accordingly, Bonds can no longer be subscribed for pursuant to the offer. In accordance with Article 8(1) of the Prospectus Directive, the Issuer is pleased to confirm the following in connection with the offer of the Bonds:

 

Issue Date: 20 June 2018
Total principal amount of the Bonds issued (including Retained Bonds): £50,000,000
Total principal amount of Retained Bonds £15,000,000
Estimated net proceeds of the offer: £34,675,000
Estimated expenses relating to the offer: £325,000

For enquiries, please contact:

 

Belong

Tracey Stakes

Tel: 07850 565829
FTI Consulting

Dido Laurimore

Ellie Sweeney

Phillippa Cantrill

Cat Stirling

Tel: 020 3727 1000

 

Peel Hunt LLP

Henrietta Podd

Tel: +44 (0)20 3770 2604
Retail Charity Bonds PLC / Allia

Phil Caroe

Tel: +44 (0)1223 781303

 About Belong

The Belong villages provide dementia and nursing care, as well as Apartments for independent living, within a community village setting. They provide a full spectrum of care, from respite care to end of life care, enabling the Charity to support older people as their needs change.

Each Belong village offers:

(a)        “Households” for residents who need 24-hour support (the “Households”): typically, Household residents are frail, older people aged 85 or older and around two thirds of Household customers have a diagnosis of dementia.

(b)        Independent living Apartments (the “Apartments”): typically, Apartment residents are in their early 80s and move to a Belong village to be part of a more vibrant community at a time when they or their partner may need more support.

(c)        Domiciliary care services and specialist day care for those needing care and support in their own home known as “Belong at Home”: the Charity has a registered home care service to provide support in the wider community and this has often proved a feeder route for people experiencing support from the Charity prior to moving into a Belong village.

(d)        Specialist day care, known as “Experience Days”: this service is open to people living in the wider community, enabling them to enjoy a day taking advantage of Belong village facilities and activities in a supported and facilitated way, often in order to give carers a break.

(e)        Exercise services: available both to residents and members of the public that have been referred to the Charity or are connected to the Charity in some way, each Belong village gym is equipped with state-of-the-art equipment and technology and the Charity’s fitness instructors are trained to develop specialist, personalised programmes which have been independently evaluated and found to improve mobility, balance, stamina and strength according to people’s needs.

(f)         Purpose-built buildings and grounds for access to communal living.

(g)        A programme of events and activities which are attended by people from the wider community as well as Belong village residents.

Taken together, the Charity’s services offer a continuum of care and mean that it is able to support people as their needs change, offering a ‘home for life’.

About Retail Charity Bonds and Allia

Retail Charity Bonds is a platform that issues retail eligible bonds for UK charities. It was created by Allia, a social investment specialist that has been creating bonds for social benefit since its launch in 1999.

The Issuer, 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 the Issuer and the origination of charitable borrowers is carried out by Allia Impact Finance Ltd, a subsidiary of Allia Ltd.

For more information please see www.retailcharitybonds.co.uk

About Peel Hunt

Peel Hunt is an independent corporate broking/advisory house that has highly rated, sector-aligned Research, Sales and Corporate teams, with a current retained corporate client list of over 125 listed companies and a trading platform that makes markets in c.3,500 equity and fixed income products.

Peel Hunt ranked 1st in the 2017 Thomson Reuters Extel Survey of UK Small & Mid Cap Brokerage Firms with UK institutions, Wealth Managers and Continental European Institutions, being named top research house in its category, after achieving more first or second ranked sector teams than any other broker.

Peel Hunt’s Debt Capital Markets is part of a collaboration with debt advisory, risk and hedging specialists JC Rathbone Associates.

For more information please see http://www.peelhunt.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 Retail Charity Bonds PLC or Belong Limited becomes insolvent or goes out of business, investors may lose some or all of their investment.

This announcement is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC, as amended, and/or Part VI of the Financial Services and Markets Act 2000 (the “FSMA”). A prospectus dated 23 May 2018 (the “Prospectus”) has been prepared and made available to the public as required by Part VI of the FSMA. Investors should not subscribe for any bonds referred to in this announcement except on the basis of information in the Prospectus. Full information on Retail Charity Bonds PLC and the offer of the bonds is only available on the basis of the combination of the Prospectus and this announcement which have been published by Retail Charity Bonds PLC on the Regulatory News Service operated by the London Stock Exchange.

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 dated 23 May 2018 (the “Prospectus“. The Prospectus is available on the website of Retail Charity Bonds PLC and Belong Limited, as above, and the website of the London Stock Exchange plc (www.londonstockexchange.com/newissues).

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