Obligation A2D Funding PLC 4.5% ( XS1103286305 ) en GBP

Société émettrice A2D Funding PLC
Prix sur le marché refresh price now   98.75 %  ▼ 
Pays  Royaume-uni
Code ISIN  XS1103286305 ( en GBP )
Coupon 4.5% par an ( paiement semestriel )
Echéance 29/09/2026



Prospectus brochure de l'obligation A2D Funding PLC XS1103286305 en GBP 4.5%, échéance 29/09/2026


Montant Minimal 2 000 GBP
Montant de l'émission 150 000 000 GBP
Prochain Coupon 30/09/2024 ( Dans 76 jours )
Description détaillée L'Obligation émise par A2D Funding PLC ( Royaume-uni ) , en GBP, avec le code ISIN XS1103286305, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/09/2026








INFORMATION BOOKLET | 9 September 2014
A2D FUNDING II PLC
4.50% Bonds due 2026
Joint Lead Managers:
Canaccord Genuity Limited
Lloyds Bank plc
Authorised Offerors:
Barclays Stockbrokers
Interactive Investor Trading Limited
Redmayne-Bentley LLP
Selftrade
The information contained herein may only be released or
distributed in the UK, Jersey, Guernsey and the Isle of Man
in accordance with applicable regulatory requirements.
This is an advertisement and not a prospectus.
Any decision to purchase or sell the Bonds should be made
solely on the basis of a careful review of the Prospectus, which
is available to you from www.a2dominion.co.uk/investors and from
Authorised Officers. You should be aware that you could get back
less than you invest


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This Information Booklet is an advertisement for
This Information Booklet should not be relied on for
the purposes of Prospectus Rule 3.3 and Article 34
making any investment decision in relation to the
of Commission Regulation (EC) No 809/2004
purchase of Bonds. Any investment decision should
(as amended) and is not a prospectus for the
be made solely on the basis of a careful review of
purposes of EU Directive 2003/71/EC (as amended)
the Prospectus. Please therefore read the Prospectus
(the "Directive") and/or Part VI of the Financial
carefully before you invest. You should ensure that
Services and Markets Act 2000 (the "FSMA").
you understand and accept the risks relating to an
investment in the Bonds before making such an
This Information Booklet is not an offer for the
investment. You should seek your own professional
subscription or sale of the Bonds (defined below).
investment, legal and tax advice as to whether an
This Information Booklet relates to the A2D Funding
investment in the Bonds is suitable for you.
II plc 4.50% Sterling fixed rate Bonds due 2026
A2D Funding II plc ("A2D Funding II") is the legal entity
(referred to in this Information Booklet as the
that will issue the Bonds (the meaning of that term
"Bonds"). A prospectus dated 8 September 2014 (the
is explained below) and A2Dominion Housing Group
"Prospectus") has been prepared and made available
Limited ("Guarantor") is the legal entity that will
to the public in accordance with the Directive. Copies
guarantee payments under the Bonds in accordance
of the Prospectus are available from the website
with their terms. References to "A2D Funding II" or
of A2Dominion Group (www.a2dominion.co.uk/
the "Issuer" in this document are references to A2D
investors), the website of the London Stock Exchange
Funding II plc, references to "the Guarantor" are
plc (www.londonstockexchange.com/newissues) or
references to A2Dominion Housing Group Limited
in hard copy at the registered office of A2Dominion
and references to "A2Dominion Group" are to the
Group at The Point, 37 North Wharf Road, W2 1BD,
Guarantor and its subsidiaries taken as a whole. A2D
United Kingdom. Your Authorised Offeror will provide
Funding II is neither directly nor indirectly owned or
you with a copy of the Prospectus.
controlled by any member of the A2Dominion Group.
This Information Booklet is a financial promotion
It is owned and managed by an independent trustee.
made by A2D Funding II and A2Dominion Group
The Bonds may only be sold in Jersey in compliance
(each defined below) and approved by Canaccord
with the provisions of the Control of Borrowing
Genuity Limited and Lloyds Bank plc solely for the
(Jersey) Order 1958. The Bonds may only be sold
purposes of section 21(2)(b) of the FSMA. Canaccord
in Guernsey in compliance with the provisions of
Genuity Limited ("Canaccord Genuity") (incorporated
the Protection of Investors (Bailiwick of Guernsey)
in England No. 1774003) whose registered office is
Law, 1987. The Bonds may only be sold in the Isle of
88 Wood Street, London, EC2V 7QR is authorised
Man in compliance with the provisions of the Isle of
and regulated by the Financial Conduct Authority
Man Financial Services Act 2008 and the Regulated
and Lloyds Bank plc ("Lloyds Bank") (incorporated
Activities Order 2011.
in England No. 2065), whose registered office is
25 Gresham Street, London, EC2V 7HN) is authorised
This Information Booklet is not for distribution in the
by the Prudential Regulation Authority and regulated
United States of America or to U.S. persons. The Bonds
by the Financial Conduct Authority and the Prudential
have not been and will not be registered under the
Regulation Authority.
United States Securities Act of 1933, as amended (the
"Securities Act") and the Bonds, which are in bearer
form, are subject to certain U.S. tax law requirements.
The Bonds may not be offered, sold or delivered within
the United States of America or to U.S. persons. For
additional information, see the "Subscription and
Sale" section in the Prospectus.
1


Osiers Gate, Wandsworth
Cereston, Billingshurst
Hogarth Court, Croydon
2


A2D FUNDING II PLC
4.50% BONDS DUE 2026
OVERVIEW
Please see the "Key Risks of Investing in the Bonds"
The A2D Funding II 4.50% sterling fixed rate Bonds due
and "How to trade the Bonds" sections of this
2026 pay interest of 4.50% per annum on the face value
document.
of £100 per Bond.
INTEREST ON THE BONDS
The Bonds will be issued by A2D Funding II and will
The level of interest payable on the Bonds is fixed when
be guaranteed by the Guarantor (but please see
the Bonds are issued. The rate of interest on the Bonds
"The Guarantee" section below).
is 4.50% per annum.
Interest will be paid in two equal instalments a year
For every £2,000 face value of Bonds held, A2D Funding II
on 30 March and 30 September every year (starting from
will pay interest of £45.00 twice a year until the Maturity
30 March 2015) up to and including 30 September 2026
Date starting on 30 March 2015.
(the "Maturity Date"), unless the Bonds have previously
been redeemed or purchased and cancelled. On the
PAYMENT ON THE FACE VALUE
OF THE BONDS
Maturity Date (i.e. 30 September 2026) A2D Funding II is
required to repay an amount equal to the face value of the
Assuming A2D Funding II does not go out of business or
Bonds (i.e. £100 for each Bond) unless the Bonds have
become insolvent, and assuming the Bonds have not been
previously been redeemed or purchased and cancelled.
redeemed or purchased and cancelled early, the Bonds will
If A2D Funding II and the Guarantor go out of business
be redeemed at 100% of their face value (i.e. £100) on the
or become insolvent before the Maturity Date, you
Maturity Date (i.e. 30 September 2026).
may lose some or all of your investment.
OPTIONAL EARLY REDEMPTION
BY A2D FUNDING II
The only way to purchase these Bonds is through a
stockbroker or other financial intermediary which has
A2D Funding II will have the option to redeem the Bonds
been granted consent by the Issuer and the Guarantor to
early (in whole or in part), at any time, at 100% of their face
distribute the Prospectus (an "Authorised Offeror").
value or an amount calculated using the prevailing yield
(i.e. overall return) of the 5% United Kingdom Government
Contact your stockbroker or other financial intermediary
Treasury due 2025 plus an additional 0.50%, together with
today, or any of those listed in the "Authorised Offerors"
any accrued interest (i.e. interest which has been earned
section of this document on page 13. The minimum initial
but not yet been paid) if this amount is higher than 100% of
amount of Bonds you may buy is £2,000, thereafter the
the face value of the Bonds.
Bonds can be bought and sold in multiples of £100.
In the event of any actual or proposed change in tax law
Your Authorised Offeror will provide you with a copy of the
that would result in A2D Funding II being required to pay
Prospectus. You should read the "Important Information"
an additional amount in respect of the Bonds, the Bonds
section of this document.
may be redeemed early in certain circumstances (in whole
but not in part) at A2D Funding II's option at their face value
WHAT IS A BOND?
plus accrued interest.
A fixed rate bond is a form of borrowing by a company
seeking to raise funds from investors. The Bonds have
The Bonds may also be redeemed early at the option of
a fixed life. The company promises to pay a fixed rate of
the Issuer.
interest to the investor until the Maturity Date when it
also promises to repay the amount borrowed.
Please refer to "Terms and Conditions of the Bonds",
Appendix 2 in the Prospectus.
A bond is a tradable instrument; you do not have to
keep the Bonds until the date when they mature. The
market price of a bond will vary between the start of
a bond's life and the date when it matures. There is a
risk that a bondholder could get back less than their
initial investment or lose all their initial investment,
including if they sell their bonds at a price which is
lower than the price which they paid for them.
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4.50% BONDS DUE 2 I
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THE GUARANTEE
Investors in the Bonds should note that, as a
A2Dominion Housing Group Limited (i.e. the Guarantor),
result, if A2D Funding II goes out of business
the group holding company, will guarantee the Bonds from
or becomes insolvent, it is likely that the Guarantor
their issue date. This means if A2D Funding II does not
will also be facing financial difficulties and/or
pay any amounts due under the Bonds in accordance with
insolvency and so may not be able to make payments
their terms, the Guarantor must pay them on its behalf.
due under the Bonds, and you may lose some or all
If, however, A2D Funding II and the Guarantor are both
of your investment.
unable to fulfil these obligations, you may lose some
or all of your investment.
The Guarantor is providing a financial covenant. Please
see the "Key Features of the Bonds" and "Key Risks
Investors should note that, as a holding company,
of investing in the Bonds" section of this document for
the Guarantor has limited assets (i.e. shares in
more information.
other entities within the A2Dominion Group and
loan facilities to A2Dominion South Limited) and
its income is dependent on other members of the
A2Dominion Group.
Ascalon Street, Wandsworth
4


KEY FEATURES OF THE BONDS
ISSUER: A2D Funding II.
DATE ON WHICH THE BONDS
ARE ISSUED AND ON WHICH
INTEREST RATE: 4.50% per annum. Your actual return
INTEREST BEGINS TO ACCRUE: 30 September 2014.
will depend on the price at which you purchase the Bonds
TERM OF THE BONDS: 12 years.
and, if you do not hold the Bonds until maturity, the price
at which you sell your Bonds.
MATURITY DATE (i.e. when the Bonds mature and are
repayable): 30 September 2026.
INTEREST PAYMENTS: Interest will be paid in two equal
instalments a year on 30 March and 30 September in each
FACE VALUE OF EACH BOND: £100. Although the face
year, starting on 30 March 2015 up to and including the
value of each Bond is £100, it is not possible to purchase
Maturity Date (30 September 2026).
less than £2,000 during the Offer Period. In the secondary
market, it should be possible to purchase and sell the Bonds
OFFER PERIOD: The Bonds are available for purchase
in multiples of £100.
in the period from 9 September 2014 until noon on
23 September 2014 (London time) or such earlier time
ISSUE PRICE: 100 per cent. of the face value of
and date as agreed by A2D Funding II, the Guarantor and
each Bond (i.e. £100).
the Joint Lead Managers and announced via a Regulatory
REDEMPTION AT MATURITY DATE: Assuming
Information Service (which is expected to be the London
A2D Funding II does not go out of business or become
Stock Exchange) (the "End of Offer Date").
insolvent, and assuming the Bonds have not been
AUTHORISED OFFERORS: A number of Authorised
redeemed or purchased and cancelled early, the Bonds
Offerors (listed on page 13 of this Information Booklet)
will be redeemed at 100 per cent. of their face value on
have been approved by A2D Funding II, the Guarantor and
the Maturity Date (i.e. 30 September 2026).
the Joint Lead Managers to provide this document and the
GUARANTOR:
Prospectus to potential investors in the Bonds until the
A2Dominion Housing Group Limited
End of Offer Date (i.e. 23 September 2014). A2D Funding II
has also granted its consent for other Authorised Offerors
GUARANTEE: All payments due from A2D Funding II
to use the Prospectus for the purposes of making offers
under the Bonds (in accordance with their terms) will
of the Bonds to potential investors in the United Kingdom,
be guaranteed by the Guarantor. This means that if A2D
Jersey, Guernsey and the Isle of Man. The conditions
Funding II does not pay such amounts under the Bonds
attached to this consent are set out in Section 11 of the
when they are due, the Guarantor will (assuming that it
Prospectus (Important Legal Information ­ Consent).
is solvent and able to) pay them on its behalf ­ Please
refer to "Guarantee" in "Terms and Conditions of the
Any offer to sell the Bonds made or received from any
Bonds", Appendix 2 in the Prospectus. If however A2D
other party, or by any party after the End of Offer Date,
Funding II and the Guarantor are both unable to fufil
may not have been approved by A2D Funding II and
these obligations, you may lose some or all of your
you should check with such party whether or not such
investment.
party is so approved.
White Hart Meadows, Ripley
White Hart Meadows, Ripley
5


KEY FEATURES OF THE BONDS
As a holding company, the Guarantor has limited
FINANCIAL COVENANT:
assets (i.e. shares in other entities within the
The Guarantor has agreed that, for so long as any Bonds
A2Dominion Group and loan facilities to A2Dominion
remain outstanding it shall ensure that there are sufficient
South Limited) and its income is dependent on other
unsecured property assets to cover the total unsecured
members of the A2Dominion Group. Investors in the
debt relevant member of the A2Dominion Group (as
Bonds should note that, as a result, if A2D Funding
more fully set out in the "Terms and Conditions of
II goes out of business or becomes insolvent, it is
the Bonds" section of the Prospectus). Each relevant
likely that the Guarantor will also be facing financial
member of the A2Dominion Group which borrows directly
difficulties and/or insolvency. This means that the
or indirectly from the Issuer must ensure that it has
Guarantee may be of limited value in terms of
unsecured property assets with a value of not less than
continuing to receive interest under the Bonds or
its total unsecured debt. If this is not the case then the
recovering the money you have invested.
A2Dominion Group as a whole must ensure that it has
OPTIONAL EARLY REDEMPTION:
unsecured property assets with a value of not less than
A2D Funding II
130% of the unsecured debt of the A2Dominion Group.
will have the option to redeem the Bonds early (in whole or
in part), at any time, at 100% of their face value or an amount
For example, in order for a relevant member of the
calculated using the prevailing yield (i.e. overall return) of the
A2Dominion Group to borrow £100m of unsecured debt
5% United Kingdom Government Treasury Gilt 2025 plus
from the Issuer, it must either have at least £100m of
an additional 0.50%, together with any accrued interest (i.e.
unsecured property assets or, if this cannot be met, the
interest which has been earned but not yet been paid) if this
A2Dominion Group as a whole must have at least £130m
amount is higher than 100% of the face value of the Bonds.
of unsecured property assets.
In the event of any actual or proposed change in tax law
The covenant is intended to limit the unsecured obligations
that would result in A2D Funding II being required to pay an
of the A2Dominion Group. However, investors should be
additional amount in respect of the Bonds, the Bonds may be
aware that this covenant does not mean that there will
redeemed early in certain circumstances (in whole but not
be funds available to pay amounts due under the bonds.
in part) at the A2D Funding II's option at their face value plus
The unsecured property of the A2Dominion Group
accrued interest.
referred to in the covenant would be available to meet
TRADING:
any claim related to the Bonds and to other unsecured
Investors will, subject to market conditions,
creditors of the Issuer or the A2Dominion Group.
be able to buy Bonds or sell their Bonds during the term
of the Bonds. See the "Key Risks of Investing in the
This is set out in more detail in "Financial Covenant of
Bonds" and "Further Information ­ How to trade the
the Guarantor" on page 99 of the Prospectus"
Bonds" sections of this document for more details.
OTHER COVENANTS:
EXPECTED BOND CREDIT RATING:
The terms and conditions of the Bonds contain a number
AA- (Outlook Negative) by Fitch Ratings Limited ("Fitch").
of covenants (in summary, agreements to do something
Please see the "Key Risks of Investing in the Bonds"
or refrain from doing something), limiting the activities
section of this document in relation to the use of
that can be undertaken by the Issuer. Further details in
credit ratings.
relation to the covenants and any exceptions to them, can
ISA AND SIPP ELIGIBILITY:
be found in the "Covenants" section in the "Terms and
At the time of issue, the
Conditions of the Bonds" on page 98 of the Prospectus.
Bonds should be eligible for investing in a Stocks & Shares
ISA or SIPP.
Please refer to "What will Bondholders receive in
BOND ISIN:
a winding up of the Issuer and the Guarantor?" in
XS1103286305
"Information about the Bonds", section 3 in the Prospectus.
AMOUNT OF BONDS TO BE ISSUED:
You should refer to "Information about the Bonds",
The total amount of the Bonds to be issued will depend on
section 3 in the Prospectus, "How to apply for the
the number of applications to purchase the Bonds received
Bonds", section 4 of the Prospectus and "Terms and
before the End of Offer Date. There is no minimum total
Conditions of the Bonds", Appendix 2 in the Prospectus
amount of Bonds that may be issued.
for full information on the Bonds and how to apply
JOINT LEAD MANAGERS:
for them.
Canaccord Genuity and Lloyds Bank.
A copy of the Prospectus should be provided to you by
your stockbroker or financial adviser.
6


KEY RISKS OF INVESTING IN THE BONDS
A number of particularly important risks relating to an
As such, A2D Funding II is entirely dependent upon
investment in the Bonds are set out below. The risks set
receipt of funds from such members of the A2Dominion
out below are not intended to be a comprehensive list of
Group in order to fulfil its obligations under the Bonds.
all the risks that may apply to an investment in the Bonds.
· Asaholdingcompany,theGuarantorhaslimitedassets
You should seek your own professional investment,
(i.e. shares in other entities within the A2Dominion
legal and tax advice as to whether an investment in
Group and loan facilities to A2Dominion South Limited)
the Bonds is suitable for you. You should be aware
and its income is dependent on other members of the
that you could get back less than you invest or lose
A2Dominion Group. Investors in the Bonds should note
your entire investment.
that, as a result, if A2D Funding II goes out of business
Full risk factors relating to A2D Funding II, the Guarantor
or becomes insolvent, it is likely that the Guarantor will
and the Bonds are set out in "Risk Factors", section 2 in
also be facing financial difficulties and/or insolvency.
the Prospectus. Please read them carefully.
This means that the Guarantee may be of limited
value in terms of continuing to receive interest
· A2DFundingIIisaspecialpurposefinanceentitywith
under the Bonds or recovering the money you have
no business operations other than the issuance of the
invested and you may lose your entire investment.
Bonds and the on-lending of the proceeds thereof to
members of the A2Dominion Group. A2D Funding II's
only source of income will be monies received from
members of the A2Dominion Group to whom it has
lent the issue proceeds of the Bonds.
North West Bicester eco town
7


KEY RISKS OF INVESTING IN THE BONDS
· Allobligationsarisingoutoforinconnectionwiththe
· Ifyouinvestatapriceotherthanthefacevalueofthe
Bonds will be the sole responsibility of A2D Funding II
Bonds, the overall return or `yield' on the investment
and the Guarantor (in the event that A2D Funding II is
will be different from the headline yield on the
unable to make payments).
Bonds. The headline indication of yield applies only to
investments made at (rather than above or below) the
· Unlikeabankdeposit,the Bonds are not covered
face value of the Bonds.
by the Financial Services Compensation Scheme
("FSCS"). As a result, the FSCS will not pay
· Thereisnoguaranteeofwhatthemarketpriceforselling
compensation to an investor in the Bonds in the event of
or buying the Bonds will be at any time. If prevailing
the failure of A2D Funding II or the Guarantor.
market conditions reduce market demand for the Bonds,
the availability of a market price may be impaired.
· IfyouchoosetosellyourBondsatanytimepriortotheir
Although Canaccord Genuity Limited and Lloyds Bank
maturity, the price you receive from a purchaser could
will act as market makers (See "How to trade the
be less than your original investment. Factors that will
Bonds" in the "Further Information" section of this
influence the market price of the Bonds include, but
document) for the Bonds, if trading activity levels are
are not limited to, market appetite, inflation, the time of
low, this may severely and adversely impact the price
redemption, interest rates and the financial position
that an investor would receive if he/she wishes to sell
of A2D Funding II and the Guarantor. In particular, you
his/her Bonds.
should note that:
· Acreditratingisintendedtogiveanindependentview,
- if interest rates start to rise, then the income to be
provided by a credit rating agency, of a company's ability
paid by the Bonds might become less attractive on a
to pay its debts, including in relation to a specific debt
relative basis and the price you get if you sell could
obligation (for example, under a bond). The ratings may
fall. However, the market price of the Bonds has no
not reflect the potential impact of all risks related to the
effect on the income you receive or what you get
Bonds and other factors that may affect the value of the
back on expiry of the Bonds if you hold on to the
Bonds. A credit rating is not a recommendation to buy,
Bonds until they mature; and
sell or hold the Bonds and may be revised or withdrawn
- inflation will reduce the real value of the Bonds.
by the rating agency at any time.
This may affect what you could buy with the return
on your investment in the future and may make the
fixed interest rate on the Bonds less attractive in
the future.
Cereston, Billingshurst
High Street Hounslow
Gunmakers Wharf, Tower Hamlets
8


Hogarth Court, Croydon
THE ISSUER AND
THE GUARANTOR
THE ISSUER
A2D Funding II is a special purpose vehicle established for
the purpose of issuing the Bonds (including any further
bonds issued) and lending the proceeds from the sale of the
Bonds to the Guarantor or one of more of its subsidiaries.
A2D Funding II is neither directly nor indirectly owned
or controlled by any member of the A2Dominion Group.
It is owned and managed by an independent trustee.
THE GUARANTOR
The Bonds are guaranteed by the Guarantor. The Guarantor
is the parent holding company of the A2Dominion Group
and is responsible for the A2Dominion Group's overall
strategy and performance. Please refer to "Guarantee"
in "Terms and Conditions of the Bonds", Appendix 2 in
the Prospectus.
OVERVIEW
The Guarantor is the parent entity of the A2Dominion
Group, one of the largest housing providers operating
across London and south east England, managing around
34,500 homes and developing approximately a further
4,600 homes. The Guarantor provides the strategic
direction, and central and development services, for the
A2Dominion Group. The Guarantor is dependent on other
group members as its income derives from the fees paid to
it by its subsidiaries for the provision of services to them.
The Guarantor is registered in England as a registered
society within the meaning of the Co-operative and
Community Benefit Societies Act 2014 (with registered
number 28985R). It is also a registered as a Registered
Provider of Social Housing with the Homes and
Communities Agency (with registered number L4240)
and is an exempt charity.
HISTORY
The A2Dominion Group's history goes back over 60 years.
It was originally established as the British Airways Staff
Housing Society in 1947 for the development of properties
for British Airways staff workers. In 1987, the British Airways
Staff Housing Society formed Airways Housing Society (in
2001 expanding to become Airways Housing Group Limited)
to diversify its activities into the social housing sector.
The A2Dominion Group in its present form was created
in October 2008 as a result of the merger between
A2 Housing Group and Dominion Housing Group.
9