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Hightown Housing Association: Issue Size Announcement

October 16, 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.



This announcement constitutes the Issue Size Announcement as referred to in the Prospectus dated 10 October 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 10:30am (London time) on 16 October 2017, and accordingly, Bonds can no longer be subscribed for pursuant to the offer. In accordance with Article 8(1) of the Prospectus Directive, the Issuer is pleased to confirm the following in connection with the offer of the Bonds:

Issue Date: 31 October 2017
Total principal amount of the Bonds issued (including Retained Bonds): £38,000,000
Total principal amount of Retained Bonds: £6,500,000
Estimated net proceeds of the offer: £31,185,000
Estimated expenses relating to the offer: £315,000


For enquiries, please contact:

Hightown Housing Association Limited
Samantha Holgate
(Filigree Communications)
Tel: +44 (0)7834 368695

Peel Hunt LLP
Henrietta Podd
Tel: +44 (0)20 3597 8676

Retail Charity Bonds PLC / Allia
Phil Caroe
Tel: +44 (0)1223 781303

About Hightown Housing Association Limited
Hightown Housing Association Limited is a charitable housing association operating in Hertfordshire, Buckinghamshire, Berkshire and Bedfordshire, providing a wide range of housing and support services for families and single people including people with special needs.

The Charity currently manages over 5,300 homes and employs about 670 full time equivalent staff. As at 31 March 2017, the Charity had an annual turnover of £63 million and total fixed assets of £531 million.

The Charity aims to be an excellent provider and manager of housing and support services and to develop high quality new homes to meet the urgent need for additional affordable housing.

The Charity has three main functional activities:
• It is a social landlord managing over 5,300 units of housing of which 3,254 are affordable homes for rent, 541 are supported housing units, 659 are homes for shared ownership, 717 are leasehold homes, 195 are managed for other entities, eight are nursing bed spaces and 12 are held for development;
• It is a provider of housing and support to people with support needs including people with learning disabilities and mental health problems, young people and homeless people (supporting approximately 820 service users at any one time and providing over 30,000 hours of support a week); and
• It is an active developer of new affordable housing at a rate of approximately 350 new homes a year, although this figure may be subject to significant fluctuation upwards or downwards depending on timings and the usual risks associated with development. At 31 March 2017 it had 906 units under development.

For more information visit www.hightownha.org.uk

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 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), Charities Aid Foundation, Greensleeves Homes Trust and The Dolphin Square Charitable Foundation.

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 125 listed companies and a trading platform that makes markets in c.3,500 equity and fixed income products.

Peel Hunt ranked 1st in the 2017 Thomson Reuters Extel Survey of UK Small & Mid Cap Brokerage Firms with UK institutions, Wealth Managers and Continental European Institutions, being named top research house in its category, after achieving more first or second ranked sector teams than any other broker.

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 Hightown Housing Association Limited, 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 10 October 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 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 dated 10 October 2017 (the “Prospectus“. The Prospectus is available on the website of Retail Charity Bonds PLC and Hightown Housing Association Limited, as above, and the website of London Stock Exchange plc

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.