Click here to load reader

Greensleeves Homes Trust 4.25 per cent. Bonds due 30 Greensleeves Homes Trust 4.25 per cent. Bonds due 30 March 2026 (including Retained Bonds) (Issued by Retail Charity Bonds PLC)

  • View
    1

  • Download
    0

Embed Size (px)

Text of Greensleeves Homes Trust 4.25 per cent. Bonds due 30 Greensleeves Homes Trust 4.25 per cent. Bonds...

  • PROSPECTUS DATED 7 MARCH 2017

    Greensleeves Homes Trust

    4.25 per cent. Bonds due 30 March 2026

    (including Retained Bonds)

    (Issued by Retail Charity Bonds PLC)

    secured on a loan to Greensleeves Homes Trust

    MANAGER SERVICER

    Peel Hunt LLP Allia Impact Finance Ltd.

    AN INVESTMENT IN THE BONDS INVOLVES CERTAIN RISKS. YOU SHOULD HAVE REGARD TO THE FACTORS DESCRIBED IN SECTION 2 (“RISK FACTORS”) OF THIS PROSPECTUS. YOU SHOULD ALSO READ CAREFULLY SECTION 11 (“IMPORTANT LEGAL INFORMATION”).

  • 2

    IMPORTANT NOTICES

    About this document

    This document (the “Prospectus”) has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “FCA”) and relates to the offer by Retail Charity Bonds PLC (the “Issuer”) of its sterling denominated 4.25 per cent. Bonds due 30 March 2026 (the “Bonds”) at 100 per cent. of their nominal amount. Certain of the Bonds will immediately be purchased by the Issuer on the Issue Date (the “Retained Bonds”). The aggregate nominal amount of Retained Bonds will be specified in the Issue Size Announcement (as defined below).

    The proceeds of the Bonds (including the proceeds of the Retained Bonds following a sale of the Retained Bonds to any third party from time to time) described in this Prospectus will be loaned to Greensleeves Homes Trust (the “Charity”) by way of a Loan (as defined below) on the terms of a loan agreement (the “Loan Agreement”) to be entered into between the Issuer and the Charity on 30 March 2017 (the “Issue Date”).

    Payments of interest and principal due on the Loan and those due on the Bonds will be identical (save that payments of interest and principal under the Loan will be paid two business days prior to each interest payment date or redemption date, as the case may be, on the Bonds and subject to any withholding taxes either on amounts paid under the Loan or under the Bonds), so that payments of interest and repayment of the Loan by the Charity will provide the Issuer with funds to make the corresponding payment on the Bonds.

    The Bonds are transferable debt instruments and are to be issued by the Issuer on the Issue Date. The nominal amount of each Bond (being the amount which is used to calculate payments made on each Bond) is £100. The aggregate nominal amount of the Bonds to be issued (including details of the aggregate nominal amount of the Retained Bonds) will be specified in the issue size announcement published by the Issuer on a Regulatory Information Service (the “Issue Size Announcement”).

    This Prospectus contains important information about the Issuer, the Charity, the terms of the Bonds and details of how to apply for the Bonds. This Prospectus also describes the risks relevant to the Issuer and the Charity and their respective business and risks relating to an investment in the Bonds generally. You should read and understand fully the contents of this Prospectus before making any investment decisions relating to the Bonds.

    Responsibility for the information contained in this Prospectus

    The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Where information has been sourced from a third party, this information has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used.

    The Charity accepts responsibility for the information in this Prospectus contained in Section 1 (“Summary”) (in so far as the information relates to the Charity only), Section 2 (“Risk Factors - Factors that may affect the Charity’s ability to fulfil its obligations under the Loan Agreement”), Section 3 (“Description of the Charity”) and Section 4 (“Information about the Bonds”) (in so far as the information relates to the Charity only), the information relating to it under the headings “Use of Proceeds”, “Material or Significant Change”, “Litigation” and “Auditors” in Section 10 (“Additional Information”), Appendix E (“Charity’s consolidated financial statements for the year ended 31 March 2015”) and Appendix F (“Charity’s consolidated financial statements for the year ended 31 March 2016”). To the best of the knowledge of the Charity (having taken all reasonable care to ensure that such is the case) the information contained in these sections is in accordance with the facts and does not omit anything likely to affect the import of such information. Where information has been sourced

  • 3

    from a third party, this information has been accurately reproduced and, as far as the Charity is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used.

    Use of defined terms in this Prospectus

    Certain terms or phrases in this Prospectus are defined in double quotation marks and subsequent references to that term are designated with initial capital letters. The locations in this Prospectus where these terms are defined are set out in Appendix A (“Defined Terms Index”) of this Prospectus.

    In this Prospectus, references to the “Issuer” are to Retail Charity Bonds PLC, which is the issuer of the Bonds, and references to the “Charity” are to Greensleeves Homes Trust, the borrower under the Loan Agreement. See Sections 3 (“Description of the Charity”) and 7 (“Description of Retail Charity Bonds PLC”).

    The Bonds are not protected by the Financial Services Compensation Scheme

    The Bonds are not protected by the Financial Services Compensation Scheme (the “FSCS”). As a result, neither the FSCS nor anyone else will pay compensation to you upon the failure of the Issuer. If the Charity or the Issuer goes out of business or becomes insolvent or otherwise fails to pay amounts when due on the Loan or the Bonds (as the case may be), you may lose all or part of your investment in the Bonds.

    How to apply

    Applications to purchase Bonds cannot be made directly to the Issuer. Bonds will be issued to you in accordance with the arrangements in place between you and your stockbroker or other financial intermediary, including as to application process, allocations, payment and delivery arrangements. You should approach your stockbroker or other financial intermediary to discuss any application arrangements that may be available to you.

    After the closing time and date of the offer period (i.e. 12.00 noon (London time) on 24 March 2017) no Bonds will be offered for sale (a) by or on behalf of the Issuer or (b) by any authorised offeror, except with the permission of the Issuer.

    See Section 5 (“How to Apply for the Bonds”) for more information.

    Queries relating to this Prospectus and the Bonds

    If you have any questions regarding the content of this Prospectus and/or the Bonds or the actions you should take, you should seek advice from your financial adviser or other professional adviser before deciding to invest.

  • 4

    TABLE OF CONTENTS

    Section Page

    1. Summary ................................................................................................................................................ 5

    2. Risk Factors .......................................................................................................................................... 26

    3. Description of the Charity .................................................................................................................... 39

    4. Information about the Bonds ................................................................................................................ 54

    5. How to apply for the Bonds ................................................................................................................. 67

    6. Taxation ................................................................................................................................................ 71

    7. Description of Retail Charity Bonds PLC ............................................................................................ 75

    8. Description of the Servicer ................................................................................................................... 79

    9. Subscription and Sale ........................................................................................................................... 83

    10. Additional Information ......................................................................................................................... 86

    11. Important Legal Information ................................................................................................................ 90

    Appendix Page

    A. Defined Terms Index .......................................................................................................................... 100

    B. Terms and Conditions of the Bonds ................................