Bromford Housing Group Limited
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BROMFORD HOUSING GROUP LIMITED (incorporated in England with limited liability under the Co-operative and Community Benefit Societies Act 2014 with registration number 29996R and registered with the Regulator of Social Housing under the Housing and Regeneration Act 2008, as amended by the Localism Act 2011, with number L4449) £50,000,000 2.554 per cent. Guaranteed Secured Bonds due 2054 Issue price: 96.678 per cent. unconditionally and irrevocably guaranteed by BROMFORD HOUSING ASSOCIATION LIMITED (incorporated in England with limited liability under the Co-operative and Community Benefit Societies Act 2014 with registration number 7106 and registered with the Regulator of Social Housing under the Housing and Regeneration Act 2008, as amended by the Localism Act 2011, with number 4819) The £50,000,000 2.554 per cent. Guaranteed Secured Bonds due 2054 (the Bonds) are issued by Bromford Housing Group Limited (the Issuer). The payments of all amounts due in respect of the Bonds will be unconditionally and irrevocably guaranteed by Bromford Housing Association Limited (BHA and, in such capacity, the Guarantor). Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (FSMA) (the FCA) for the Bonds to be admitted to the Official List of the FCA and to the London Stock Exchange plc (the London Stock Exchange) for the Bonds to be admitted to trading on the London Stock Exchange's regulated market. The London Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended or superseded, MiFID II). This Offering Circular is not a prospectus for the purposes of (a) Part VI of the FSMA or (b) Commission Regulation (EU) 2017/1129 (as amended or superseded, the Prospectus Regulation). The FCA has only approved this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation, as required by Listing Rule 4.2.3. Such approval should not be considered as an endorsement of the Issuer or the Guarantor nor an endorsement of the quality of the Bonds that are the subject of this Offering Circular. Investors should make their own assessment as to the suitability of investing in the Bonds. Interest on the Bonds is payable semi-annually in arrear in equal instalments on 17 March and 17 September in each year, commencing on 17 September 2020. Interest will accrue from, and including, 17 March 2020 (the Issue Date) to, but excluding, 17 March 2054 (the Maturity Date) at the rate of 2.554 per cent. per annum, as described in Condition 8 (Interest). The Issuer may, at its option, redeem all (or some only) of the Bonds at any time at the higher of their principal amount and an amount calculated by reference to the sum of (i) the yield on the relevant outstanding United Kingdom government benchmark conventional gilt having the nearest maturity date to that of the Bonds and (ii) 0.20 per cent., together with accrued interest. The Issuer may also, at its option, redeem all, but not some only, of the Bonds at any time at their principal amount plus accrued interest, in the event of certain tax changes as described in Condition 10.2 (Early Redemption for Taxation Reasons). Unless previously redeemed the Bonds will be redeemed in full on the Maturity Date. The Group (as defined below) is rated "A2" by Moody's Investors Service Limited (Moody's) and "A+" by S&P Global Ratings Europe Limited (S&P). The Bonds are expected to be assigned on issue a rating of "A2" by Moody's and "A+" by S&P. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Each of Moody's and S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended or superseded) (the CRA Regulation). As such, each of Moody's and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. The Bonds will be issued in bearer form and in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The Bonds will initially be represented by a temporary global bond (the Temporary Global Bond), without interest coupons, which will be deposited on or about the Issue Date with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg). Interests in the Temporary Global Bond will be exchangeable for interests in a permanent global bond (the Permanent Global Bond and, together with the Temporary Global Bond, the Global Bonds), without interest coupons, on or after 26 April 2020 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Bond will be exchangeable for definitive Bonds only in certain limited circumstances - see "Form of the Bonds and Summary of Provisions relating to the Bonds while in Global Form". An investment in the Bonds involves certain risks. Prospective investors should have regard to the factors described under the heading "Risk Factors" on page 9 of this Offering Circular. The date of this Offering Circular is 13 March 2020 This Offering Circular comprises listing particulars for the purposes of section 79 of the FSMA. No prospectus is required in accordance with the Prospectus Regulation for the issue of the Bonds. The Issuer and BHA accept responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer and BHA, the information contained in this Offering Circular is in accordance with the facts and this Offering Circular makes no omission likely to affect its import. The figures referred to in the Valuation Report (as defined below) prepared by Jones Lang LaSalle Limited (the Valuer) in the sections entitled "Valuation Commentary" and "Market Commentary" were obtained from the Office of National Statistics (the ONS), HM Land Registry, the Ministry of Housing, Communities and Local Government (the MHCLG), the Royal Institution of Chartered Surveyors (RICS) and the Bank of England. The Issuer and BHA confirm that such figures have been accurately reproduced and that, as far as the Issuer and BHA are aware and are able to ascertain from information published by the ONS, HM Land Registry, the MHCLG, RICS and the Bank of England, no facts have been omitted which would render the reproduced figures inaccurate or misleading. The Valuer accepts responsibility for the information contained in the section "Valuation Report" and, to the best of its knowledge, such information is in accordance with the facts and the section "Valuation Report" makes no omission likely to affect its import. Save for the Issuer, BHA and (in respect of the Valuation Report) the Valuer, no other party has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Bond Trustee or the Security Trustee as to (a) the accuracy or completeness of the information contained in, or incorporated by reference in, this Offering Circular or any other information provided by the Issuer or BHA in connection with the offering of the Bonds or (b) the execution, legality, effectiveness, genuineness, validity, enforceability or admissibility in evidence of the Bonds or any Transaction Document. Neither the Bond Trustee nor the Security Trustee accepts any liability in relation to the information contained in this Offering Circular or any other information provided by the Issuer or BHA in connection with the offering of the Bonds or their distribution. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Offering Circular should be read and construed on the basis that such documents are incorporated in, and form part of, this Offering Circular. No person is or has been authorised by the Issuer, BHA, the Bond Trustee or the Security Trustee to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the offering of the Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, BHA, the Bond Trustee or the Security Trustee. To the fullest extent permitted by law, neither the Bond Trustee nor the Security Trustee accepts any responsibility for the contents of this Offering Circular or for any other statement made or purported to be made by them or on their behalf in connection with the Issuer, BHA or the issue and offering of the Bonds. Each of the Bond Trustee and the Security Trustee accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement. Neither this Offering Circular nor any other information supplied in connection with the offering of the Bonds (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, BHA, the Bond Trustee or the Security Trustee that any recipient of this Offering Circular or any other information supplied in connection with the offering of the Bonds should purchase any Bonds. Each investor contemplating purchasing any Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and BHA.