TIDMCAF1
RNS Number : 1220S
RCB Bonds PLC
11 November 2021
This is an advertisement and not a prospectus.
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.
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).
11 November 2021
RCB BONDS PLC ANNOUNCES THE LAUNCH OF CHARITIES AID FOUNDATION
3.5% BONDS DUE 2031 AND TER OFFER
RCB Bonds PLC ("RCB") today announces the launch of the
Charities Aid Foundation 3.5% Bonds due 2031 (the "New Bonds")
together with the launch of a tender offer by Charities Aid
Foundation ("CAF" or the "Charity").
CAF previously raised GBP20 million in 2016 through an issue by
RCB of 5% bonds due 2026 (the "Old Bonds"). CAF has now made an
offer to buy back the Old Bonds from investors (the "tender offer")
on the terms and subject to the restrictions set out in the tender
offer memorandum relating to the tender offer (the "Tender Offer
Memorandum") and will use the proceeds of the New Bonds to settle
the tender offer, with any additional funds raised being used to
further its charitable objects.
About CAF
CAF was established as an independent trust in 1974 and is the
fourth largest registered charity in England and Wales by income.
It is the parent charity of a group that comprises US and Canadian
foundations and wholly-owned trading subsidiaries CAF Financial
Solutions and CAF Bank, which provides banking services to over
14,000 UK charities and social purpose organisations.
CAF acts as a meeting point connecting companies, private
philanthropists, charitable foundations, governments, charities and
not-for-profit enterprises around the world. Its work connects
organisations, institutions and individuals working to ensure that
everyone has a stake in the future.
The Charity's purpose is to accelerate progress in society
towards a fair and sustainable future for all. It delivers on this
purpose in a variety of ways, including: partnering with government
and donors to achieve maximum impact, including the delivery of
large-scale grant making programmes; working with regular donors to
help them support charities; helping companies deliver employee
charitable giving and to support their communities and chosen
charities; enabling charities to do more life-changing work with
lasting benefits by providing them with funding and financial
solutions; and acting as a voice for the charitable sector with
government and external stakeholders to deliver supportive legal,
fiscal and regulatory conditions for donors, charities and social
enterprises.
The Charity provides a range of products and services to
individuals, companies, charities and not-for-profit social
organisations. It enables individuals to put money aside
tax-effectively to support their philanthropic aims at any time. It
helps nearly 2,800 corporate clients in the UK and US to identify
the right charity partners for donations and to develop skilled
volunteering programmes, while its Give As You Earn scheme is the
most popular payroll-giving scheme in the UK. In addition to
advisory services, it provides charities with financial products
including banking, investments, fundraising tools and social
investment.
Business Growth
The Charity has a history of growth and innovation. The scale of
its activities in the UK, US and Canada in the last year, and the
impact of the Covid-19 pandemic on the charity sector, are signs
that CAF's services are needed today more than they have ever
been.
In the Charity's 2020/21 financial year, donations rose by 43%,
or more than GBP300 million, with funds entrusted topping GBP1
billion for the first time as private philanthropists and
businesses responded to the Covid-19 pandemic with remarkable
generosity. In 2020/21, CAF sent GBP958 million in donations to
charities in more than 100 countries around the world.
The New Bonds
The New Bonds will be issued by RCB, a special purpose issuing
vehicle created to connect charitable or ethical 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 the Charity.
The New Bonds are available to wholesale and retail investors
and will pay a fixed rate of interest at 3.5% per annum until 8
December 2031, payable twice yearly on 8 June and 8 December of
each year, with the first coupon payment being made on 8 June 2022.
The New Bonds are expected to mature on 8 December 2031 with a
final legal maturity on 8 December 2033.
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 Securities Limited
-- Arnold Stansby & Co. Limited
-- Equiniti Financial Services Limited
-- Hedley & Company Stockbrokers Limited
-- Interactive Investor Services Limited
-- Redmayne Bentley LLP
Allia C&C is acting as manager (the "Manager") of the issue
of the New Bonds.
The New Bonds have a minimum initial subscription amount of
GBP500 and are available in multiples of GBP100 thereafter.
The offer period is expected to close at noon on 2 December
2021. RCB retains the right to close the offer early, in
conjunction with the Manager. Notice will be given via 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 main market and through the electronic
Order book for Retail Bonds on or around 9 December 2021.
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, the Charity will purchase any and all Old Bonds tendered at
a price of 113.5 (i.e. GBP113.50 for every GBP100 of bonds),
together with accrued interest.
Holder of the Old Bonds should contact their broker if they want
to take up the offer or, if they need any assistance, can contact
Lucid Issuer Services at rcb@lucid-is.com or on 020 7704 0880.
Commenting on the launch, Neil Heslop, OBE, Chief Executive of
CAF, said:
"The Charities Aid Foundation exists to accelerate progress in
society towards a fair and sustainable future for all. Our value is
as an integral meeting place where donors, charities and
governments can convene in order to maximise impact. That impact
has never been greater than over the past 20 months; it has been
truly humbling to see the immense efforts of both our team and the
charities we serve in quickly mobilising to ensure that the
remarkable generosity spurred by the pandemic was deployed to
causes demonstrating the greatest need.
"Reflecting the critical role that our organisation played
during a pivotal time for the charity sector, we have significant
ambitions to scale our offering and another successful bond
issuance will allow us to build upon a spirit of giving and make
donations go further, transforming more lives and communities
around the world."
Adrian Bell, CEO of Allia C&C, said:
"This will be the second RCB issue for CAF, supporting the
continued growth of its operations and ability to drive lasting
change. It's clear that CAF's services are needed more today than
they have ever been, and likewise, the demand for investment
opportunities that create positive impact continues to grow. The
RCB platform plays a vital role in enabling charity borrowers to
access that demand and raise funding for growth."
John Tattersall, chair of RCB, added:
"We are pleased to be launching our twelfth issue and our second
for the Charity, a further demonstration that the uniformity of our
structuring and on-lending process continues to prove efficient and
work for a variety of different organisations. We have now issued
over GBP320 million of bonds for a range of charities."
-S-
For enquiries, please contact:
FTI Consulting Tel: +44 (0)20 3727 1000
Dido Laurimore
Ellie Sweeney
Talia Jessener
Allia C&C Tel: +44 (0)20 3039 3452
Henrietta Podd
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 the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended.
About Charities Aid Foundation
The Charity is the Charities Aid Foundation, a UK charity
registered with the Charity Commission for England and Wales, with
registered charity number 268369. It is governed by a declaration
of trust dated 2 October 1974, which sets out the Charity's purpose
as being to raise money and hold funds for the benefit of the
charitable institutions or such charitable purposes anywhere in the
world as the Trustees should think fit.
The Charity operates in the UK and internationally, acting as a
meeting point connecting companies, private philanthropists,
charitable foundations, governments, charities and not-for-profit
enterprises. Its work connects organisations, institutions and
individuals working to ensure that everyone has a stake in the
future. The Charity believes that the agency of lasting change lies
across sectors and borders, in the hearts, minds and hands of those
driven to make a difference.
For further information about the Charity, please go to
https://www.cafonline.org/
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
About RCB
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 is carried out by Allia Bond
Services Ltd, a subsidiary of Allia C&C.
The issue of the New Bonds will be the twelfth series of bonds
to be launched by RCB, following successful previous issues for
Golden Lane Housing, Greensleeves Care, Hightown Housing
Association, the Charity, Dolphin Living, Belong and The Alnwick
Garden Trust. In total over GBP320 million of bonds have been
issued since 2014.
For more information please see 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 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 GBP100.
-- In the event that RCB Bonds PLC or Charities Aid Foundation
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 11 November 2021 (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/bonds/charities-aid-foundation. 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 New
Bonds. A copy of the KID is also available on the website of RCB
Bonds PLC
(https://rcb-bonds.com/bonds/charities-aid-foundation).
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,
Charities Aid Foundation 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 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 CAF,
Allia C&C or Lucid 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 CAF, RCB, Allia
C&C and Lucid Issuer Services to inform themselves about, and
to observe, any such restrictions.
United States
The tender 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 Old Bonds may not be
tendered in the tender 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 tender 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 Old Bonds in the tender offer
resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Old 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 holder of Old Bonds participating in the tender offer will
represent that it is not located in the United States and is not
participating in the tender 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
tender 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 tender offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
tender offer has 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 tender
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. Holders or
beneficial owners of the Old Bonds that are located in Italy can
tender Old Bonds for purchase in the tender 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 Old Bonds or the tender offer.
United Kingdom
The communication of this announcement and the Tender Offer
Memorandum by RCB and any other documents or materials relating to
the tender 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 announcement is being made by RCB. Any investment or
investment activity to which the 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 tender 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
tender 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.
General
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Old Bonds (and tenders of Old Bonds in the tender offer will not be
accepted from holders of Old Bonds) in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions
where the securities, blue sky or other laws require the tender
offer to be made by a licensed broker or dealer and Allia C&C
or its affiliates are such a licensed broker or dealer in any such
jurisdiction, the tender offer shall be deemed to be made by Allia
C&C or such affiliate, as the case may be, on behalf of CAF in
such jurisdiction.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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contact rns@lseg.com or visit www.rns.com.
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END
IODFZMMMZMZGMZM
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November 11, 2021 07:38 ET (12:38 GMT)
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