REG - RCB Bonds PLC - RMBICC 6.25% Sustainable Bonds due 2029

Hargreaves LansdownAnnouncement

30/01/2023 13:00

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RNS Number : 2800O  RCB Bonds PLC  30 January 2023

This is an advertisement and not a prospectus.

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30 January 2023

 

RCB BONDS PLC ANNOUNCES THE LAUNCH OF THE ROYAL MASONIC BENEVOLENT INSTITUTION
CARE COMPANY 6.25% SUSTAINABLE BONDS DUE 2029

RCB Bonds PLC ("RCB") announces the launch of The Royal Masonic Benevolent
Institution Care Company 6.25% Sustainable Bonds due 2029 (the "Bonds").

The Opportunity

With the number of over 85s forecast to double to 3.3 million over the next 25
years, the requirement for high quality residential care and services for the
UK's ageing population is becoming ever more pressing. In the meantime much of
the existing accommodation is no longer fit for purpose, with 54% of current
care homes stock aged 20 years or older. The provision of this care and
accommodation comes from a number of different sources spanning the public and
private sectors, while charities also fulfil a critical role: reinvesting
surpluses into delivering better, fit for purpose accommodation and ensuring
their staff are well trained and properly paid.

RCB, a special purpose issuing vehicle, was established to help charities and
ethical companies raise loan finance in the bond markets. Such loan finance
enables care providers to invest in building new homes and bringing existing
ones up to modern standards to support the provision of quality care. To date
RCB has issued £377 million of bonds across 12 transactions for seven
charities, supporting investment in projects which provide strong social
impact.

The Charity

The latest RCB offer is for The Royal Masonic Benevolent Institution Care
Company (the "Charity" or "RMBI Care Co."), a growing charitable organisation,
which provides residential care, nursing care and residential dementia support
to older people. The Charity dates back to 1842 and was originally established
with philanthropic funds from the Freemasons to care for older Freemasons and
their families, but is now open to the wider community.

The Charity currently delivers its care services across 16 locations in
England & Wales, as well as one location providing learning disability
services, with a combined total of 1,025 registered placements (as at 30
January 2023). All homes are owned freehold with a market value of £88
million as of June 2022. In addition, the Charity runs 64 sheltered units for
people who are looking to retain their independence outside of a care home
setting.

The Charity is a subsidiary of the Masonic Charitable Foundation ("MCF"), one
of the largest grant-giving charities in the country that encourages
opportunity, promotes independence and improves wellbeing for those that are
in need, disadvantaged or marginalised. The Charity receives grants from the
MCF in order to partly fund the fee differentials between the Charity's full
cost of looking after Masonic beneficiaries and the lower fees offered by the
Local Authorities. The grant received during the financial year to 31 March
2022 amounted to approximately £6.4 million and MCF has approved a budget for
grants totalling £6.7 million for the year to 31 March 2023.

The quality of care provided to residents is of paramount importance to the
Charity. This has been recognised through national and local awards for a
number of homes and above industry average performance in ratings awarded by
the regulatory body, the Care Quality Commission (CQC), with a number of
'Outstanding' rated care homes. In 2022 the Charity was recognised by
Carehome.co.uk as a 'Top 20 Mid-size Care Home Group' for the sixth year
running, based on reviews submitted by residents and their families.

In line with its charitable objects, the Charity aims to maximise its public
benefit. The Charity has no existing loans and any trading surpluses are
reinvested to expand and improve services to its beneficiaries. As a result,
the Charity is able to offer training to staff and high-quality care to
residents while charging competitive and comparatively modest fees.

Occupancy of available beds stood at 85% as of 31 December 2022. The Charity
currently receives approximately 130 new enquiries each month and expects that
around one third of these will result in new residencies. The average age of
new admissions is 92, with the average length of stay being 14 months. More
than 40 residents are over 100 years of age with the oldest resident being
104.

Business Growth

Sustaining excellent care services defined by regulatory outcomes and family
feedback has been identified as the Charity's key to success.

The Charity has a strategy designed to replace six of its oldest and least
profitable care homes over the next ten years with new state of the art care
homes, some of which will be on the same sites. This recognises the need to
modernise its care homes in order to be able to provide specialist end of life
care services designed for complex dementia and nursing care. The Charity has
completed the first of these developments, Prince Philip Duke of Edinburgh
Court, which opened on 5 September 2022 and has applied for planning
permission for a further care home, which can support up to 64 people, on the
same site as another of its existing homes, which it will replace.

 

The Bonds

The Bonds will be issued by RCB, which was created to connect charities and
ethical companies 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 the Charity.

The Bonds are available to wholesale and retail investors and will pay a fixed
rate of interest at 6.25% per annum until 7 March 2029, payable twice yearly
on 7 March and 7 September of each year, with the first coupon payment being
made on 7 September 2023. The Bonds are expected to mature on 7 March 2029
with a final legal maturity on 7 March 2031.

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

·      Hargreaves Lansdown Asset Management Limited

·      PrimaryBid Limited

·      Redmayne Nominees Limited

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 28 February 2023. RCB retains
the right to close the offer early, in conjunction with the Manager. Notice
will be given via RNS should this occur.

The 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 main
market and through the electronic Order book for Retail Bonds on or around 8
March 2023.

This is the thirteenth series of bonds to be launched by RCB, following
successful previous issues for Charities Aid Foundation, Greensleeves Home
Trust, Golden Lane Housing, Hightown Housing Association, The Alnwick Garden
Trust, The Dolphin Square Charitable Foundation and Belong Limited. In total
over £375 million of bonds have been issued since 2014.

Commenting on the launch, Mark LLoyd, Managing Director of RMBI Care Co.,
said:

"RMBI Care Co. has proudly been caring for older people for over 180 years,
founded on the belief that everyone should be able to enjoy later life. Our
focus is to provide residential care, nursing care and residential dementia
support, comfort and security to older people, at a pricing level that
reflects our charitable status. Many of our residents uniquely benefit from
generous financial support from our parent company, the Masonic Charitable
Foundation, enabling us to maximise our impact by caring for some of the most
vulnerable and disadvantaged members of society.

"Our most recent transformation of a home into a state of the art care
facility has been met with tremendous success, running at full capacity within
three months of opening and already generating a substantial waiting list.
While there remains a clear need for quality end of life care, society's needs
are evolving and we are seeing growing demand from younger retired people who
desire some support around their day to day living but still wish to retain
their independence. A successful bond issuance will enable us to become even
more innovative in meeting the wider needs of our communities and increase the
number of people that we can support."

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

"Allia C&C is pleased to be launching this bond for RMBI Care Co. The
provision of high-quality later life care is a hugely important social issue
and RMBI Care Co. is recognised as a provider of choice and excellence in the
registered care market for older people. The RCB platform plays a vital role
in enabling charity borrowers to access the growing demand for investment
opportunities that create positive impact and raise funding for growth."

John Tattersall CBE LVO, chair of RCB Bonds PLC, added:

"This latest bond launch represents our platform's thirteenth issue, clearly
demonstrating that the uniformity of our structuring and on-lending process
continues to prove efficient and work for a variety of different
organisations. The RCB programme has now delivered £377 million for a wide
range of charities delivering strong social impact."

-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 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 (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 (http://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 (http://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 (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.

 

 

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