Half Yearly Report

Retail Charity Bonds plc

Unaudited Condensed Financial Statements

for the 6 months ended 28 February 2015

Registered number: 8940313

Date of incorporation: 14th March, 2014

Retail Charity Bonds plc

Contents of the Condensed Financial Statements

for the 6 months ended 28 February 2015

Contents

Retail Charity Bonds plc

Reference and Administrative Details

for the 6 months ended 28 February 2015

Retail Charity Bonds plcInterim Management Reportfor the 6 months ended 28 February 2015

Company summary

Retail Charity Bonds plc (the "Company") is a special purpose vehicle established for the purpose of issuing bonds and lending the proceeds to UK charities. It will not engage in any other business activity.

Business review

The company was incorporated on 14th March 2014.

On 29 July 2014 the Company issued £11,000,000 4.375% Bonds due 2021, secured on a loan to Golden Lane Housing Ltd ("GLH") (a wholly owned subsidiary of the Royal Mencap Society).

Since the balance sheet date, the Company has closed an offer of 4.40% Bonds due 2025 secured on a loan to Hightown Praetorian & Churches Housing Association Limited. The total principal amount of the Bonds to be issued on 30 April 2015 is £27,000,000.

Principal risks and uncertainties

The Company is reliant on the interest paid on its loans to fund the interest owing to bondholders. In each case Bondholder recourse is however limited to the Company's rights under the relevant loan agreement, meaning that bondholders do not have recourse to any general assets of the Company.

The Company may issue further bonds on the same basis in the next six months.

Since the Company has no employees, it relies entirely on Allia Bond Services Limited (the "Servicer") to provide management and administrative services. Any disruptions in the servicing arrangements could have an adverse effect on the Company. This risk is considered to be low.

Responsibility statements

We confirm that to the best of our knowledge:

• the condensed set of financial statements, which has been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4 R;

• the interim management report includes a fair review of the information required by DTR 4.2.7 R, being an indication of important events that have occurred during the period to 28 February 2015, and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the company's first accounting period.

_____________________________

J Tattersall

Director

27 April 2015

Retail Charity Bonds plc

Profit and Loss Account

for the 6 months ended 28 February 2015

The period from incorporation on 14 March 2014 was the first period of trading for the company.

All of the above results are derived from continuing activities. All gains and losses recognised in the year are included above.

The notes on pages 8 to 13 form part of these financial statements.

Retail Charity Bonds plc

Balance Sheet

as at 28 February 2015

The financial statements were approved by the Directors on 27 April 2015 and were signed on their behalf by:

The notes on pages 8 to 13 form part of these financial statements.

Retail Charity Bonds plc

Cash Flow Statement

for the 6 months ended 28 February 2015

Retail Charity Bonds plcNotes to the Financial Statementsfor the 6 months ended 28 February 2015

1. ACCOUNTING POLICIES

The condensed financial statements have been prepared in accordance with applicable Financial Reporting Standards in the United Kingdom (UK GAAP).

A summary of the more important accounting policies, which have been consistently applied, are set out below:

Basis of preparation

The financial statements have been prepared on a going concern basis and the historical cost convention.

Financial instruments

Financial instruments are classified and accounted for according to the substance of the contractual arrangement.

Bonds and loans are held at amortised cost using the effective interest rate method. The discount and issue costs of the bond are amortised over its life.

Short term borrowings and overdrafts are classified as other liabilities and are held at cost.

Bond issuing costs

Costs in respect of the issue of new bonds are deducted from proceeds and amortised to the profit and loss account over the expected life of the bond.

2. STAFF COSTS

The company employs no staff. All staff are provided by Allia Bond Services Limited.

None of the directors had any interest in the company and none received remuneration for their services.

3. INTEREST RECEIVABLE AND SIMILAR INCOME

4. INTEREST PAYABLE AND SIMILAR CHARGES

5. TAX ON PROFIT OR ORDINARY ACTIVITIES

The tax assessed for the period is equal to the standard rate of corporation tax in the UK at 23%.

6. DEBTORS: AMOUNTS DUE AFTER MORE THAN ONE YEAR

The loan to Golden Lane Housing is unsecured (see note 9 for further details).

7. DEBTORS

8. CREDITORS:AMOUNTS FALLING DUE WITHIN ONE YEAR

9. CREDITORS:AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

On 29 July, 2014 the Company issued an £11 million bond at a coupon of 4.375% with repayment due in full on 29 July 2021. The funds received after bond issue costs were £10,867,000; based on these proceeds the gross yield of the Bonds to their redemption on the Expected Maturity Date equates to a fixed interest rate of 4.575%.

The costs of issuing the bond were £133,000 leaving a net balance of £10,867,000 which was lent to Golden Lane Housing Limited (the "Charity"), an independent charity established in 1998 by Mencap.

The bond issue costs are amortised over the term of the bond using the effective interest rate method. The Charity is liable to the Company for both the bond coupon and the amortisation cost of the bond issue cost, under an agreement between the companies.

The Company's rights to receive payments under the loan from the Charity and certain related rights under the issue documents for the Bonds (the "Charged Assets") are charged as security for the benefit of the investors in the Bonds. This means that if the Charity fails to make payments of interest or repayments of principal under the loan agreement and this results in the occurrence of an event of default under the terms and conditions of the Bonds, the Trustee (acting on the instructions of the Bondholders) may enforce the terms of the Loan against the Charity.

The bond prospectus stipulates that the obligations of the Company to pay amounts due on the Bond are limited to the Charged Assets. Therefore, the risk of default by the Charity is fully borne by the investors in the Bonds.

The borrowings are due as follows:

10. SHARE CAPITAL

£12,500 of the issued share capital is allotted, called up, but not paid. The remaining £37,500 is allotted, but not called up or paid.

In addition, there is one issued ordinary share, which is designated as a "Special Share". In respect of any resolution proposed in relation to any alteration in the articles of association of the Company, the holder of the Special Share is entitled to cast such number of votes as is necessary to defeat the resolution and, in the event that the holder of the Special Share has not voted in respect of any such resolution, such resolution will be deemed not to have been passed. The holder of the Special Share shall not be entitled to vote in relation to any matter other than a proposed alteration in the articles of association of the Company.

11. PROFIT AND LOSS ACCOUNT

12. MOVEMENT IN SHAREHOLDER'S FUNDS

13. RELATED PARTIES

Philip Wright, a director of Retail Charity Bonds plc, is also a director of Allia Limited. Timothy Jones, a director of Retail Charity Bonds plc, is also Company Secretary and Chief Executive of Allia Limited. During the 6 months ended 28 February 2015 the company was charged £8,000 by Allia Bond Services Limited, a wholly owned subsidiary of Allia Limited. At 28 February 2015, the company owed Allia Bond Services Limited £25,000 and was owed £23,000 from Allia Bond Services Limited.

In addition, Allia Limited holds the £1 Special Share described in note 10.

14. ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The ultimate parent undertaking and controlling party is RC Bond Holdings Limited, which is a company limited by guarantee (registered company number 8936422). The results of the company are not consolidated in the accounts of any other company.

15. POST BALANCE SHEET EVENTS

Since the balance sheet date, the Company has closed an offer of 4.40% Bonds due 2025 secured on a loan to Hightown Praetorian & Churches Housing Association Limited. The total principal amount of the Bonds to be issued on 30 April 2015 is £27,000,000.