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.
14 March 2017
Retail Charity Bonds PLC
Greensleeves Homes Trust 4.25% Bonds due 2026 (the “Bonds”)
This announcement constitutes the Issue Size Announcement as referred to in the Prospectus dated 7 March 2017 (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 10:30am (London time) on 14 March 2017 and, accordingly, Bonds can no longer be subscribed for pursuant to the offer. In accordance with Article 8(1) of Directive 2003/71/EC (as amended), the Issuer is pleased to confirm the following in connection with the offer of the Bonds:
|Issue Date:||30 March 2017|
|Total principal amount of the Bonds issued (including Retained Bonds):||£50,000,000|
|Total principal amount of Retained Bonds||£17,000,000|
|Estimated net proceeds of the offer:||£32,630,000|
|Estimated expenses relating to the offer:||£370,000|
For enquiries please contact:
|Tel: +44 (0)20 7793 3150|
|Tel: +44 (0)20 3772 2562|
|Peel Hunt LLP
|Tel: +44 (0)20 7597 8676|
About Greensleeves Care
Greensleeves Homes Trust, operating as Greensleeves Care, is a registered charity in England and Wales, offering care services across the UK. Operating independently since 1997, Greensleeves Homes Trust emerged from the Women’s Royal Voluntary Service (WRVS).
Greensleeves Care is a not-for-profit organisation that operates care homes across the UK. The organisation has grown to support 789 residents offering residential, dementia, nursing, respite and end of life care. Greensleeves Care provides first-class quality care, adhering to the values of respect, openness and responsibility, with a dedicated and highly skilled staff and management team.
With 20 care homes, including two nursing homes across the Midlands, South and East of England, each home is run by Care Quality Commission (CQC) registered managers.
Dedicated and highly skilled staff are committed to providing residential, dementia, and nursing care, comfort and security to all residents and their families.
Greensleeves Care has a sustainable business model that delivers growth and social value resulting in award-winning care. Greensleeves Care has a balanced approach to growing its portfolio, based on a mixture of acquisitions, redeveloping the existing estate and managing the development of new homes to ensure operational efficiency.
Led by an experienced management team with significant sector experience, Greensleeves Care is committed to its long-term strategy of delivering quality care and nursing services to an increased number of older people.
For more information please see www.greensleeves.org.uk.
About Retail Charity Bonds
Retail Charity Bonds is a platform that issues retail eligible bonds for UK charities. It was created by Allia, a UK charity and social investment specialist.
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 platform is also supported by a range of patrons, including: Peel Hunt, Canaccord Genuity, Cabinet Office, Allen & Overy, Bank of New York Mellon, Bell Pottinger, Berwin Leighton Paisner, Big Society Capital, Edentree Investment Management, Linklaters, London Stock Exchange, Prudential Trustee Company Limited, Rathbones and Threadneedle Investments.
Other charities to have successfully raised finance through Retail Charity Bonds include Golden Lane Housing, the housing arm of Mencap, Hightown Housing Association and Charities Aid Foundation.
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 115 listed companies and a trading platform that makes markets in c.3,500 equity and fixed income products.
Peel Hunt ranked 1st with the UK’s largest Fund Managers and received more ‘Top 3’ sector teams than any other broker in the 2016 Thomson Reuters Extel Survey of UK Small & Mid Cap Brokerage Firms. At the influential Starmine Awards, the firm’s research team ascended into the top three for the first time, coming in second between Goldman Sachs (1st) and Bank of America (3rd) Thomson Reuters Analyst Awards.
Peel Hunt’s Debt Capital Markets is part of a collaboration with debt advisory, risk and hedging specialists JC Rathbone Associates.
About the Bonds
1. The Bonds may not be suitable for all investors. Investors should ensure they fully understand the risks and seek independent financial advice.
2. 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.
3. In the event that Retail Charity Bonds PLC or Greensleeves Homes Trust defaults, 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 7 March 2017 (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 FSMA 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 7 March 2017 (the “Prospectus“). The Prospectus is available at the website of Retail Charity Bonds PLC and Greensleeves Homes Trust 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“), or the securities laws of any state of the United States or other jurisdiction and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act). The Bonds are being offered and sold outside of the United States in reliance on Regulation S of the Securities Act.