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The Dolphin Square Charitable Foundation: Issue Size Announcement

June 22, 2017

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. The bonds referred to below may only be sold in Jersey in compliance with the provisions of the Control of Borrowing (Jersey) Order 1958 and the Financial Services (Jersey) Law 1998, as amended.

The Dolphin Square Charitable Foundation 4.25% Bonds due 2026 (the “Bonds”)

This announcement constitutes the Issue Size Announcement as referred to in the Prospectus dated 20 June 2017 (the “Prospectus“) and must be read in conjunction with the Prospectus.

Defined terms used herein shall have the meanings attributed to them in the Prospectus.

The Offer Period relating to the Bonds closed at 3:15 pm (London time) on 21 June 2017 and, accordingly, Bonds can no longer be subscribed for pursuant to the offer. In accordance with Article 8(1) of Directive 2003/71/EC (as amended), the Issuer is pleased to confirm the following in connection with the offer of the Bonds:

Issue Date: 6 July 2017
Total principal amount of the Bonds issued (including Retained Bonds): £45,000,000
Total principal amount of Retained Bonds: £20,000,000
Estimated net proceeds of the offer: £24,700,000
Estimated expenses relating to the offer: £300,000


For enquiries please contact:

Dolphin Living
Olivia Harris
Tel: +44 (0)20 3667 7870
FTI Consulting
Dido Laurimore
Richard Gotla
Phillippa Cantrill
Tel: +44 (0)20 3727 1000
Peel Hunt LLP
Henrietta Podd
Tel: +44 (0)20 7597 8676
Retail Charity Bonds PLC / Allia
Phil Caroe
Tel: +44 (0)1223 781303


About Dolphin and the Charity

The Charity was founded in June 2005 and has been funded by a total of around £125 million that was gifted to it from the proceeds of the sale of leasehold interests in the Dolphin Square mansion block in Pimlico by Westminster City Council and Dolphin Square Trust.

The Charity is a housing charity that seeks to provide well-designed, good quality housing for people on modest incomes who live or work in the City of Westminster and surrounding boroughs.  The Charity works closely with Westminster City Council in both determining the needs of those living and working in Westminster and planning to help meet those needs.

The first five years of the Charity’s existence saw its public benefit works focused on grant making activity for a range of community-based projects with the aim of alleviating the affordable housing shortage.

From 2010, the Charity accelerated its plans for building its own portfolio in order to directly address the need for more affordable housing stock, resulting in a significant growth in completed homes from 2013.  As at 31 March 2013, the Charity had 16 completed homes.  As at 31 March 2017, Dolphin had 600 completed homes and 196 under development.

Dolphin provides homes to rent at market and sub-market rents.  Sub-market rent housing is provided at intermediate, affordable and social rents.  Intermediate rents are capped at 80% of the market rent. Affordable rents are also capped at 80% of market rent and take into account local housing needs. Social rents are based on a target rent using a formula set by Government. Dolphin also has a small number of homes (seven) let under regulated tenancies where rents are set by a local rent officer.  Eligibility for homes at sub-market rents varies by scheme but, generally, prospective tenants must have an annual household income of no more than £90,000 and be unable to access a suitable home on the open market.  Dolphin operates in inner London and generally all its properties must be within 30 minutes’ travel time of the City of Westminster.

Dolphin manages 600 homes, has a target for 1,000 homes by 2020, and employs 14 staff at its office in Westminster.

For further information please see http://dolphinliving.com/

About Retail Charity Bonds and Allia

Retail Charity Bonds is a platform that issues retail eligible bonds for UK charities. It was created by Allia, a UK charity and social investment specialist that has been creating bonds for social benefit since its launch in 1999.

The Issuer, Retail Charity 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 the Issuer and the origination of charitable borrowers is carried out by Allia Impact Finance Ltd, a subsidiary of Allia Ltd.

Other charities to have successfully raised finance through Retail Charity Bonds include Golden Lane Housing (the housing arm of Mencap), Hightown Housing Association (formerly Hightown Praetorian & Churches Housing Association), Charities Aid Foundation and Greensleeves Homes Trust.

For more information please see www.retailcharitybonds.co.uk

About Peel Hunt

Peel Hunt is an independent corporate broking/advisory house that has highly rated, sector-aligned Research, Sales and Corporate teams, with a current retained corporate client list of over 115 listed companies and a trading platform that makes markets in c.3,500 equity and fixed income products.

Peel Hunt ranked 1st with the UK’s largest Fund Managers and received more ‘Top 3’ sector teams than any other broker in the 2016 Thomson Reuters Extel Survey of UK Small & Mid Cap Brokerage Firms.  At the influential Starmine Awards, the firm’s research team ascended into the top three for the first time, coming in second between Goldman Sachs (1st) and Bank of America (3rd) Thomson Reuters Analyst Awards.

Peel Hunt’s Debt Capital Markets is part of a collaboration with debt advisory, risk and hedging specialists JC Rathbone Associates.

For more information please see http://www.peelhunt.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 Retail Charity Bonds PLC or The Dolphin Square Charitable Foundation, becomes insolvent or goes out of business, investors may lose some or all of their investment.


This announcement is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC, as amended, and/or Part VI of the Financial Services and Markets Act 2000 (the “FSMA”). A prospectus dated 20 June 2017 (the “Prospectus”) has been prepared and made available to the public as required by Part VI of the FSMA. Investors should not subscribe for any Bonds referred to in this announcement except on the basis of information in the Prospectus. Full information on Retail Charity Bonds PLC and the offer of the Bonds is only available on the basis of the combination of the Prospectus and this announcement which have been published by Retail Charity Bonds PLC on the Regulatory News Service operated by the London Stock Exchange.

The restriction on financial promotions contained in section 21(1) of the FSMA 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 dated 20 June 2017 (the “Prospectus“). The Prospectus is available at the website of Retail Charity Bonds PLC and Dolphin, as above, and the website of the London Stock Exchange plc (www.londonstockexchange.com/newissues).


The Bonds have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the “Securities Act“), or the securities laws of any state of the United States or other jurisdiction and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act). The Bonds are being offered and sold outside of the United States in reliance on Regulation S of the Securities Act.