REG - RCB Bonds PLC RCB Bonds PLC - BEL1 - Belong 7.5% Social Bonds due 2030 and Tender Offer

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RNS Number : 0246L  RCB Bonds PLC  02 June 2025

This is an advertisement and not a prospectus.

The information contained herein may only be released, published or
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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).

 

2 June 2025

LAUNCH OF BELONG LIMITED 7.5% SOCIAL BONDS DUE 2030 AND TENDER OFFER

RCB Bonds PLC ("RCB") announces the launch of the Belong Limited 7.5% Social
Bonds due 2030 (the "New Bonds") together with the launch of a tender offer by
Belong Limited (the "Charity" or "Belong") to holders of the £50m 4.5% bonds
due 2026 (the "Old Bonds") issued by RCB and secured on a loan to the Charity.

The proceeds of the Old Bonds helped Belong grow its activities by building
three new care villages. The issue of the New Bonds will allow it to spread
its refinancing risk beyond 2026 while offering existing bondholders the
option to switch their investment into longer dated bonds with a higher
coupon. The New Bonds offer is also open to new retail and institutional
investors.

After purchasing the Old Bonds through the tender offer, the Charity will use
any surplus proceeds from this issue to further its charitable objectives,
including the development of additional Belong villages.

About Belong

Established in 1991, Belong aims to provide high-quality, person-centred care,
accommodation and ancillary services to over 1,000 older people across its
eight care "villages" ("Belong villages") in the North West of England. One
further site in Birkdale is scheduled to open in 2026 and is currently under
construction.

The Charity established the Belong village model after years of research and
development geared towards achieving the best outcomes for people with
dementia. Its care villages provide a range of support and housing options for
older people, as well as extensive amenities in the village centre, a facility
which is open to members of the public. They also offer outreach services for
people living in their own homes in the wider community. Belong was one of the
early pioneers of the "household living" model, where 24-hour care, including
nursing care in an intergenerational community setting, is provided. 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 as they age. The model is a
positive evolution on traditional, clinical and institutional care settings,
instead promoting wellbeing through homely, smaller group living arrangements,
surrounded by amenities such as restaurants, exercise facilities, communal
areas, children's nurseries and entertainment outlets.

Its strong brand within local communities, built over 20 years, has seen
Belong maintain robust occupancy levels across its villages. Occupancy of its
households was over 96% for the financial year to 31 March 2025, while
occupancy for apartments in the same period was approximately 95%. The
Charity's operational strength is reflected in it almost doubling turnover
since 2019 to £50.9 million last year with a £1.1 million surplus (on an
unaudited basis).

On average, approximately 65% of Belong's residents are privately funded,
while the remainder are funded from public sources such as local authorities
and the NHS's integrated care systems. Belong operates on a not-for-profit
basis, so all funds available are invested back into the operations of the
Charity to continually improve the experience for residents.

Growing demand for modern care facilities

In data from the 2021 census, the Office for National Statistics projected
that over the next 15 years the UK population aged 85 and over would increase
from 1.6 million (2.5% of the total population) to 2.6 million (3.5 per cent.
of the total population).(( 1  (#_ftn1) )) With forecast growing demand for
elderly care beds, the UK is expected to have a shortfall of around 200,000
beds by 2050. 2  (#_ftn2)

According to the Alzheimer's Society there are also currently around 982,000
people with dementia in the UK and this is set to increase to over 1 million
in 2025 and nearly 1.4 million by 2040. 3  (#_ftn3) With no cure, demand for
settings where people with dementia are able to live comfortably and enjoy
high-quality support is steadily rising.

The New Bonds

The New 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 the London Stock Exchange.
The funds raised will be loaned, via a loan agreement, to Belong.

The New Bonds are available to wholesale and retail investors and will pay a
fixed rate of interest at 7.5% per annum until 2030, payable twice yearly on 7
July and 7 January of each year, with the first coupon payment being made on 7
January 2026. The New Bonds are expected to mature on 7 July 2030 (the
"Expected Maturity Date") with a final legal maturity on 7 July 2032.

The New Bonds will be issued at the issue price of 98%, meaning that an
investor acquiring £500 of New Bonds would be expected to pay £490 for such
New Bonds, subject to and in accordance with any terms and other arrangements
in place, including as to price, allocations and settlement arrangements. At
this issue price, the yield on the New Bonds is 7.99% until the Expected
Maturity Date.

The offer of New Bonds will be open to new investors as well as holders of the
Old Bonds invited to participate in the tender offer. 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.

Authorised Offerors:

·      AJ Bell

·      Hargreaves Lansdown

·      Interactive Investor

Allia C&C is acting as Lead Manager (the "Lead Manager") on 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 30 June 2025. RCB retains the
right to close the offer early, in conjunction with the Lead Manager. Notice
will be given by the 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 regulated market and through the electronic Order book for Retail
Bonds on or around 8 July 2025.

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 and certain other conditions as
described in the Tender Offer Memorandum dated 2 June2025 (the "Tender Offer
Memorandum").

Holders of the Old Bonds should contact their broker for more information and
to take up the offer or, if they need any assistance, can contact Kroll Issuer
Services at belong@is.kroll.com (mailto:belong@is.kroll.com) or on 020 7704
0880.

Martin Rix, Chief Executive of Belong, commented: "Our mission is to ensure
that older people have access to not only exceptional care, but to empathy,
purpose and a vibrant community. As a charity, every pound of surplus we make
is reinvested to elevate the quality of our pioneering care villages and
services. For over two decades, thousands of families have placed their trust
in us, seeking an alternative to traditional care homes - one shaped around
the individual, not the institution. Our integrated model combines care,
housing, and meaningful community engagement to help residents thrive and
foster connections across generations."

Adrian Bell, CEO of Allia C&C, said: "It is very gratifying to support
this second RCB bond issuance for Belong, given its relentless dedication to
enriching the lives of thousands of residents and their families. The
Charity's innovative model not only transforms care for later life but also
strengthens the fabric of our society through its holistic, person-centred
approach. This issuance offers investors the opportunity to back a sector
leader with a strong track record, underpinned by growing demographic demand,
combining meaningful social impact with the potential for attractive, stable
returns."

John Tattersall, Chair of RCB Bonds PLC, added: "We are launching this, our
fourteenth series of bonds, with great pride and it underlines our commitment
to supporting leading charities looking to raise financing to make a positive
social impact, with around £400 million of bonds issued by RCB since
inception. Investors can participate with the conviction that their capital is
going towards a vital societal need which bears personal relevance to many."

-ENDS-

 

For enquiries, please contact:

 FTI Consulting   Tel: +44 (0)20 3727 1000

 Dido Laurimore

 Ellie Sweeney

 Neel Bose
 Allia C&C        Tel: +44 (0)20 3039 3452

 Henrietta Podd

About Belong Limited

Belong Limited was established in 1991 to provide high quality, person-centred
care, accommodation and ancillary services to older people. The vision of the
Charity is that by operating a continually improving and innovative care model
that integrates services, housing and community, the Charity aspires to
redefine what's possible for the well-being of older people and give its
customers and staff a genuine voice in how it goes about it.

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:

·      Households: typically, Household residents are frail, older
people aged 85 or above and around two thirds of Household customers have a
diagnosis of dementia.

·      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.

·      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.

·      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.

·      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.

·      Purpose-built buildings and grounds for access to communal
living.

·      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 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.

For more information please see www.alliacc.com (http://www.alliacc.com)

About RCB Bonds PLC

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 Bonds
PLC is carried out by Allia Bond Services Limited, a subsidiary of Allia
C&C.

For more information please see  https://rcb-bonds.com
(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 New 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 Belong Limited 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 (as amended, the "UK Prospectus
Regulation") and is not a prospectus for the purposes of the UK Prospectus
Regulation. A prospectus dated 2 June 2025 (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/new-issues) and the website of Belong Limited
(https://www.belong.org.uk/investors/retail-charity-bond-offer). A key
information document ("KID") pursuant to Regulation (EU) No 1286/2014 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/new-issues).

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,
Belong Limited 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 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 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 Belong Limited, RCB Bonds PLC, Allia
C&C or Kroll 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 Belong Limited, RCB Bonds PLC, Allia C&C and Kroll Issuer Services
to inform themselves about, and to observe, any such restrictions.

United States

The 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 Bonds may not be tendered in
the 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 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 Bonds in the Offer resulting directly
or indirectly from a violation of these restrictions will be invalid and any
purported tender of 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 Bondholder participating in the Offer will represent that it is not
located in the United States and is not participating in the 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 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.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offer have 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
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. Bondholders or beneficial owners of the Bonds that are located in
Italy can tender their Bonds for purchase in the 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 Bonds or the Offer.

United Kingdom

The communication by the Issuer of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the 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 communication is being made by the Issuer. Any investment
or investment activity to which this 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.

France

The 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 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.

Belgium

The Offer is not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1, 2° of the Belgian Code of Economic Law, as amended
from time to time (a Belgian Consumer) and this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offer have not
been and shall not be distributed, directly or indirectly, in Belgium to
Belgian Consumers.

General

Neither this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or the solicitation of an offer to sell Bonds (and tenders of
Bonds in the Offer will not be accepted from Bondholders) in any
circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer and the Dealer Manager or its
affiliates are such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by the Dealer Manager or such affiliate, as
the case may be, on behalf of the Offeror in such jurisdiction.

 

 1  (#_ftnref1) National population projects: 2021-based interim, available at
https://www.ons.gov.uk/peoplepopulationandcommunity/populationandmigration/populationprojections/bulletins/nationalpopulationprojections/2021basedinterim
(https://www.ons.gov.uk/peoplepopulationandcommunity/populationandmigration/populationprojections/bulletins/nationalpopulationprojections/2021basedinterim)

 2  (#_ftnref2)
https://content.knightfrank.com/research/336/documents/en/healthcare-development-opportunities-2025-12025.pdf

 3  (#_ftnref3)
https://www.alzheimersresearchuk.org/news/dementia-is-the-uks-biggest-killer-we-need-political-action-to-save-lives/#:~:text=Age%20is%20the%20biggest%20risk,than%201.4%20million%20by%202040
(https://www.alzheimersresearchuk.org/news/dementia-is-the-uks-biggest-killer-we-need-political-action-to-save-lives/#:~:text=Age%20is%20the%20biggest%20risk,than%201.4%20million%20by%202040)
.

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