Market Update Social Housing | January 2022 - Centrus ...

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Market Update Social Housing | January 2022 - Centrus ...
Market Update
Social Housing | January 2022

TREASURY & DERIVATIVES   |         CAPITAL RAISING                     |        FINANCIAL PLANNING & STRATEGY                         |   ASSET FINANCE

                                                                      CONFIDENTIAL
                             Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Market Update Social Housing | January 2022 - Centrus ...
Introduction

               And so, as the “Have I Got News For You” Twitter feed puts it, we begin the third attempt at 2020 … hopefully this time we’ll get past February
               half term without any major screw up. The obvious challenges are pretty familiar by now: Covid variants, inflation concerns, or maybe vice versa
               … Foremost amongst a series of geopolitical concerns is either the ongoing wrestling between the US and China or Putin’s latest attempt to
               stave off Western influences by threatening to invade Russia’s neighbours.

               Some uncertainties are always going to fall into the “difficult to hedge” category. But in terms of risks which we can do something about, there are
               concerns with more known unknowns where there remains plenty of work to do. Treasury concerns for most housing associations boil down to
               choices around the level, tenor, and extent of rate-fixing within financing arrangements. In 2021 we saw a lot of long-term fixed-rate institutional
               funding; this was appropriate and prudent in our view. Most housing association treasurers rightly see themselves as running a pretty predictable
               ship in terms of long-term borrowing requirements.

               That will likely continue and on the ‘spend’ side of the equation we should see in 2022 continued if slow progress in nailing down the net cost
               profile of fire safety spending to correct past mistakes, for those housing associations materially affected. The fire safety story is to some extent a
               policy story now and 2022 may also see more tangible changes on the town planning front, depending on where Michael Gove lands on the
               politics of delivering housing vs. detailed local accountability.

               The other big asset management story – decarbonisation – is a more global matter. It will no doubt remain a high-profile topic. In a slightly
               ominous start to the year, both the last day of 2021 and the first day of 2022 were the hottest on record in the UK – the high point of 16.5 degrees
               on 31st December and 16.3 on 1st January were both the highest ever recorded, with records going back more than a hundred years. It seems
               unlikely that this or in fairness any other government will set out in tablets of stone the way forward in this complex area, there are so many
               moving parts, but stakeholders’ expectations of a clear strategy of a charitable and heavily-taxpayer-funded sector owning more than 10% of the
               country’s residential property will only rise over time. It remains important to continue to build on the thinking and good work already being done.

               Kurt Vonnegut observed that “In real life, … people don’t change, don’t learn anything from their mistakes, and don’t apologize.” He reckoned
               that in a short story the characters needed to do at least two out of three; writing fiction therefore needs to balance reality and fantasy. I reckon
               one out of three is a reasonable personal target and given advancing age I will rule out meaningful personality change, which leaves me needing
               to learn from my mistakes or at least apologise for them. Doesn’t sound so difficult when you write it down. That’ll do as a New Year’s Resolution,
               wish me luck!

               And in similar vein, I and all the Centrus team look forward to working with all our clients in the friendly and professional manner we are
               accustomed to, supporting decisions and implementation from the day-to-day to the most strategic – and we wish you all the best of fortunes for
               2022.

                                                                                   2
                                                                          CONFIDENTIAL
                                 Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Market Update Social Housing | January 2022 - Centrus ...
Financial Markets & Economic Overview
The rate of inflation is forecasted to rise to 6% in April, while BOE, ECB and The Federal Reserve announce interest rate rises in the future

                                                                                                                                               Debt Market Benchmarks                     Last Close     1m Δ      3m Δ      LTM Δ
                                  ▪   Inflation continues to remain high, expected to reach 6% by April 2022 and recent
                                      statements amongst the BoE, ECB and the Fed indicates potential rate rises in the                        1 Month LIBOR                                   0.19%    +13 bps   +14 bps    +17 bps
     Financial Markets Overview

                                      coming year.                                                                                             3 Month LIBOR                                   0.26%    +17 bps   +18 bps    +24 bps
                                  ▪   The Bank of England raised the base interest rate from 0.1% to 0.25% in December                         5 Year 6ML Swap                                 1.29%    +10 bps   +29 bps    +110 bps
                                      2021, the first rate rise in over three years. With inflation currently above 5% and
                                      expected to reach 6% by April, gradual rises in interest rates could be plausible in 2022.
                                                                                                                                               30 Year 6ML Swap                                1.10%    +23 bps   -15 bps    +53 bps
                                                                                                                                               5 Year 1s6s LIBOR Basis                         33 bps   +12 bps   +11 bps    +16 bps
                                  ▪   The ECB, who over the last few months have pushed back on increasing interest rates
                                      and argued inflation is transitory, have now signalled they will be ready for an interest                30 Year Gilt Yield                              1.12%    +27 bps   -25 bps    +36 bps
                                      rate hike in early 2023, after ending the remaining bond purchase by the end of 2022.
                                                                                                                                               iBoxx 15y+ A Coll. Spread                   100 bps      +0 bps    +4 bps      -6 bps
                                  ▪   The Federal Reserve is expected to begin raising interest rates as early as March 2022,                  iBoxx 15y+ AA Coll. Spread                      99 bps   -0 bps    +4 bps     -22 bps
                                      and has signalled a three quarter point interest rate hike this year, amongst a robust US
                                      economic rebound and surging inflation which it previously deemed transitory.                            iTraxx Bank 5y Senior CDS                       55 bps   -11 bps    -2 bps     -3 bps
                                      Furthermore, officials commented on winding down their bond-purchase stimulus                            FTSE 100                                        7,385    +4.6%      +4.2%      +14.3%
                                      programme at a faster rate, setting it on track to end in March 2022. The current
                                      portfolio of Treasury and mortgage securities is $8.76 trillion. The discussion is likely to             Bank of England Base Rate                       0.25%    +15 bps   +15 bps    +15 bps
                                      be continued at the January 25th and 26th meeting.
                                                                                                                                               Housing                                     Dec-21       Nov-21     Oct-21    Sep-21
                                                                                                                                               Nationwide HPI YoY                              10.40%   10.00%     9.90%     10.00%
                                                                                                                                               Halifax HPI YoY                                    -     8.20%      8.10%      7.40%

                                  ▪   The yield on UK 10-year government bond extended gains above 1% in early January,                        Average UK House Price                             -        -      £268,349   £269,945
                                      hitting its highest level since November 3rd, as a result of the Prime Minister Boris
                                                                                                                                               Average UK House Price YoY                         -        -       8.93%      10.76%
                                      Johnson’s announcement that new measures were not needed now to fight the rapid
                                      spread of coronavirus. The focus has shifted to tapering of central bank monetary
                                      stimulus, after the Bank of England became the first major central bank to raise rates                   Inflation                                   Nov-21       Oct-21    Sep-21     Aug-21
                                      since the pandemic began due to a spike in inflation, announcing up to four rate hikes.                  RPI YoY                                         7.10%    6.00%      4.90%      4.80%
     UK Macro

                                  ▪   The British pound held at $1.35 in early January 2022, the strongest in two months,                      CPI YoY                                         5.10%    4.20%      3.10%      3.20%
                                      after seeing a one-year low of below $1.32 on December 20th as the UK government did
                                      not impose further restrictions at the end of the year, and the BoE surprised investors                  Exchange Rates                             Last Close     1m Δ      3m Δ       LTM Δ
                                      by increasing interest rates from record low levels. In 2021, sterling had lost 1.1%
                                      against the US dollar, with concerns about the UK’s economic recovery from the                           GBP/USD                                         1.353    +2.0%      +0.5%      -0.9%
                                      pandemic exacerbated by a surge in energy prices, increase in Covid-19 cases, and
                                                                                                                                               GBP/EUR                                          1.189    +1.4%     +2.2%      +6.4%
                                      post-Brexit tensions.

                                  ▪   CPI inflation is now expected to peak at around 6% in April 2022, before falling back                    Commodities                                Last Close     1m Δ      3m Δ       LTM Δ
                                      materially from the second half of next year, as supply disruption eases, global demand
                                                                                                                                               Brent Oil (US$)                                   78     +10.2%     -0.9%     +49.6%
                                      rebalances, and energy prices stop rising.
                                                                                                                                               Gold (US$)                                      1,826    +2.9%      +3.8%      -3.6%
                                                                                                                                               Market data as of   31st   December 2021

Source: Halifax, Markit, Nationwide, ONS, Refinitiv
                                                                                                                                        3
                                                                                                                                CONFIDENTIAL
                                                                                      Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Market Update Social Housing | January 2022 - Centrus ...
Recent Key Debt Transactions
Toward the end of 2021, the pace of transactions slowed down, but new issuances in the housing sector remain at considerably low rates

                                              £280m Private                                                                  £140m Private
                                                 Placement                                                                                                                                         £250m New Issuance
                                                                                                                                Placement
                                                  Nov 2021                                                                                                                                               October 2021
                                                                                                                              October 2021

                                                                                                                                                                           ▪   Southern is one of the largest registered
           ▪    Sage Housing (a for profit RP), backed by US                             ▪    Magna Housing raised £140m of senior                                             providers (RP) in the UK and a constituent
                private equity giant Blackstone, raised the                                   unsecured notes in its first USPP deal                                           member of the G15 - the biggest RPs in
                funds through a new social housing
                                                                                                                                                                               London
                securitisation and by gaining sustainable bond,                          ▪    The funding is split out across two tranches
                social bond and green bond status, which is                                   with the first for £80m & £20m (deferred for 2                               ▪   Over 5,000 units planned for development or
                overseen by the ICMA.                                                         years) both maturing in 30 years. Priced at                                      acquisition by 2026
                                                                                              Gilts + 110 & 125 respectively
           ▪    The bond, which has an expected term of five                                                                                                               ▪   New 15-yr issuance of £300m with £50m
                years with extension options, was secured                                ▪    The second tranche was for £40m maturing in                                      retained bond at a spread of 1.30% (coupon
                against 1,712 properties.                                                     35 years and priced at Gilts + 115                                               2.38%)
           ▪    Floating structure with a weighted average of                            ▪    Based in Dorchester Magna Housing provides
                145 basis points over the Sterling Overnight                                  services in Dorset and Somerset
                Index Average (SONIA)

                                      £125m Retained Bond                                                              £250m Public Bond                                                             £300m Public Bond
                                             October 2021                                                                 September 2021                                                                September 2021

            ▪   Accent Group sold £125m of retained 2049                                  ▪   Issued a £250m sustainability bond at a                                      ▪   Clarion Housing Group has raised £300 million
                bonds, with a coupon of 2.625%                                                spread of 0.87% resulting in an all-in rate of                                   in a 30-year sustainable bond issue. The 30
                                                                                              1.93%                                                                            year bond was priced at a coupon of 1.87%
            ▪   The bonds were retained as part of the
                group’s £350m issuance in July 2019                                       ▪   Platform is using the proceeds to finance or                                 ▪   Follows the issuance of £350 million and £300
                                                                                              refinance, in whole or in part, eligible projects                                million sustainable bonds in January 2020 and
            ▪   The initial bond priced at 130bps over Gilts                                  in accordance with its 2021 Sustainable                                          November 2020 respectively
                and accessed £225m at the time of issuance                                    Finance Framework

                                                                                                                4

                                                                                                                                                                                                         Centrus transaction

Source: Centrus Transactions, Press

                                                                                                           CONFIDENTIAL
                                                                  Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Market Update Social Housing | January 2022 - Centrus ...
Debt Capital Markets
Activity slowed toward the end of 2021
                           500
                                                                                                                                                                                                              450

       New Issuance        400

       New Issuance
       (Retained)                                300                                                   300
                           300
       Tap                                                                 250           250                                                                                            250

       Tap
       (Retained)          200
       Retained Sale                                         125                                                                                              125
                                                                                                                       100
                           100
                                                                                                                                                 50
                                                                                                                                   35                                                              35
                                       16                                                                                                                                    11                                           16

                               0
                                   MORhomes Southern       Accent       Platform Stonewater          Clarion       Optivo       bLEND         bLEND          Thrive       GB Social    MTVH      Poplar     Anchor      THFC 3
                                                                                                                                                                          Housing                           Hanover

Date                                Nov-21     Oct-21      Oct-21        Sep-21       Sep-21        Sep-21        Aug-21        Aug-21        Aug-21       Aug-21         Aug-21       Jul-21    Jul-21      Jul-21     Jul-21
                                                New    Retained   New      New      New    Retained                                                                                     New                  New
Sale Type                            Tap                                                                                          Tap           Tap           Tap           Tap                   Tap                    Tap
                                              Issuance   Sale   Issuance Issuance Issuance   Sale                                                                                     Issuance             Issuance
Currency                             GBP        GBP        GBP            GBP           GBP           GBP           GBP          GBP           GBP           GBP            GBP        GBP        GBP        GBP         GBP
Total Amount (m)                      16        300         125           250           250           300           100            35           50            125            11         250        35         450         16
Amount Retained (m)                   0          50          0              0             0             0              0           0             0            50             0           0          0          0          0
Maturity                            2038        2036       2049           2041         2036           2051         2035          2049          2056          2051          2038        2036       2043       2051       2045
                                                                        - / A+ / A2 / A+ / A3 / A- /                                                                                            Baa1 / - /
Issue Rating (M / S / F)           - / A- / - A3 / - / -   -/-/-                                     A3 / - / - A2 / - / - A2 / - / -                      -/A/-          - / A- / - - / A- / -            - / A+ / -   -/A/-
                                                                           A+        -         -                                                                                                    -
Coupon                              3.40%      2.38%       2.63%         1.93%         1.63%         1.88%         2.86%        3.46%         2.92%         4.68%          5.19%       1.88%     4.84%      2.00%       5.20%
Issue Spread (bps)                   130         130        100            87            85            93              -          105           113        Private          137         115        182        93         102
       = Centrus transaction

Source: Centrus ResiAnalytics
                                                                                                                   5
                                                                                                            CONFIDENTIAL
                                                                 Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Market Update Social Housing | January 2022 - Centrus ...
Debt Capital Markets
Credit spreads tightened slightly during the month

                         130

                         125                                                                                                  Benchmark                       Last Close             1m Δ           3m Δ          6m Δ     LTM Δ
                                                                                                                              iBoxx A                           100 bps          +0 bps             +4 bps       +2 bps    -6 bps
                                                                                                                              iBoxx AA                           99 bps              -0 bps         +4 bps        -6 bps   -22 bps
                         120
                                                                                                                              iBoxx Housing                     101 bps              -0 bps         +4 bps       +2 bps    -7 bps
                                                                                                                              S&P A- Housing                     99 bps              -3 bps         +1 bps        -1 bps   -24 bps

                         115                                                                                                  S&P A Housing                      93 bps              -2 bps         -1 bps        -6 bps   -15 bps
                                                                                                                              S&P A+ Housing                     92 bps              -2 bps         +4 bps       +3 bps    -9 bps

                         110
  Credit Spreads (bps)

                         105

                                                                                                                                                                                                                               101
                         100                                                                                                                                                                                                   100
                                                                                                                                                                                                                                99

                         95                                                                                                                                                                                                     99

                                                                                                                                                                                                                               93
                         90
                                                                                                                                                                                                                               92

                         85

                         80
                         Jan-2021   Feb-2021   Mar-2021       Apr-2021      May-2021           Jun-2021           Jul-2021         Aug-2021           Sep-2021            Oct-2021            Nov-2021       Dec-2021

                                                    iBoxx A          iBoxx AA              iBoxx Housing                  S&P A- Housing              S&P A Housing                  S&P A+ Housing

Note: S&P rating spreads exclude issuances from L&Q and Clarion.

Source: Markit, Refinitiv, S&P
                                                                                                                      6
                                                                                                             CONFIDENTIAL
                                                                    Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Market Update Social Housing | January 2022 - Centrus ...
Residential, Social and Care Listed Comps
Residential and care sectors have generally proven resilient through the pandemic

All values in £GBP million and €EUR million for European companies, except for per share data

                                                                                           Share Price Gain / Fall                                    Premium /                                        Revenue
                                 Mkt Cap                                                                                              NAV PER                                             Net Debt /
 Company                                          EV (m)          Current                                                                             Discount to        NIY(1)   LTV                  Growth
                                   (m)                                            52 Week           52 Week                            Share                                              EBITDA(2)
                                                                                                                  Since 21 Feb                           NAV                                           (FY ’21)
                                                                                    High              Low

 Residential

RESI REIT                                                                                                                                                                                    0.0        23.0%
                                       186             377            1.09          96.0%            124.7%           108.7%             1.07             3.3%           3.8%     46.0%

PRS REIT                                                                                                                                                                                     0.0       105.8%
                                       604             874            1.10          98.2%            144.7%           123.6%             0.99            15.8%           3.4%     42.0%

Grainger                                                                                                                                                                                     9.1        16.3%
                                      2,326           3,361           3.15          92.6%            122.5%            93.2%             3.06            10.5%           3.7%     30.4%

Vonovia
                                    37,665          83,394            48.50         79.6%            103.0%           107.9%            59.47            -11.1%          2.6%     44.2%     25.2        9.9%

Deutsche Wohnen
                                    14,679          26,341            36.98         69.7%            100.0%           113.4%            53.32            -30.0%          2.6%     35.4%     17.2        22.0%

 Social Housing & Care

Civitas
                                       597             872            0.97          80.1%            113.7%            94.6%                 1.08        -10.2%          5.0%     34.6%      0.0        6.2%
Primary Healthcare
Properties                            2,018           3,160           1.51          89.0%            105.7%            93.7%                 1.10        40.2%           4.0%     40.9%      0.0        14.6%

Assura
                                      2,056           3,063           0.70          86.3%            103.9%            86.0%                 0.59        29.3%           3.6%     39.0%      9.3        8.3%

Target Healthcare REIT
                                       732             839            1.18          93.7%            108.3%            95.9%                 1.11         9.3%           6.0%     11.4%      0.0        12.9%
Notes:
1)   Implied NIY based on EBITDA / EV is on a forward-looking basis
2)   Forward looking Net Debt / EBITDA is on a 2021E basis

Sources: S&P Capital IQ - Market Data as of 4th January 2022, Company annual reports
                                                                                                                  7
                                                                                                         CONFIDENTIAL
                                                                Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Market Update Social Housing | January 2022 - Centrus ...
Strategic M&A, Equity Partnerships and Divestments
Even as 2021 drew to a close, there was continuing activity in the housing sector

                              Equity Investment                                       NFP – JV                                                            Equity JV                            Equity Investment
                                (undisclosed)                                            £1bn                                                              £500m                                 (undisclosed)
                                  June 2021                                          October 2021                                                        August 2021                              March 2020

   ▪   Auxesia Homes for profit RP founded in 2013-      ▪   AHTO Group has partnered with Citi UK                                                                     ▪   St Arthur Homes for profit RP founded in
       primary client group includer former and                                                                    •   The partnership will aim to build around            2013.
                                                             in £1bn investment drive                                  5,100 homes for people over 65 across
       current Armed Forces, NHS and Emergency
       Service Personnel.                                ▪   Aim to acquire 4,000 affordable homes                     34 different sites, with a gross                ▪   Joint Venture established with equity injection
                                                                                                                             NatWestvalue
                                                                                                                       development      Pension
                                                                                                                                            of £4bnTrustee
                                                                                                                                                     when all              by ESO capital to support growth ambitions of
   ▪   Joint Venture established with equity injection       across three to five year period                                                                              2000 units in the next five years.
                                                                                                                       sites are completed.
       by Matter Real Estate to support growth
                                                         ▪   Up to £150m per project                   with                                                            ▪   Focus on Shared Ownership segment of
       ambitions of 1300 units in the next five years.                                                             •   All of the sites will be operated and
                                                             developments up to 500 units                                                                                  affordable housing and will build on existing
   ▪   Focus on affordable homes for rent, rent to                                                                     managed by L&G-linked Inspired                      relationships with housebuilders to secure
       buy and shared ownership schemes.                 ▪   Properties will include apartments and                    Villages with a focus on properties for             additional S106 units.
                                                             houses ain cities and commuter towns                      people over 65.
   ▪   Centrus acted as strategic advisor for equity         across the country                                                                                        ▪   Centrus acted as strategic advisor for equity
       investment and joint venture.                                                                                                                                       investment and joint venture.

 Headline activity reported in the last month:
 ➢ Home REIT, the real estate investment trust specialising in accommodation for homeless people, has secured a new £130m interest-only debt facility
   with life insurance and pensions firm Scottish Widows.
 ➢ Nuveen is in talks to make its debut in the later living and extra care sectors by backing a new £500m platform from Preferred Homes, The investor
   is in talks with the group, which launched last March with the intention of building a platform of 4,000 units. Under its model, Preferred Homes will act
   as developer and manager for the units, which will be let to tenants directly via local authorities.
 ➢ ARA Venn: for-profit borrowers to follow in future waves after ‘lots of interest’ in guarantee scheme The provider of the new Affordable Homes
   Guarantee Scheme (AHGS) expects to see for-profit borrowers participate in the programme during “future phases of delivery”, following significant
   interest from the subsector.
 ➢ Swan Housing Association has announced that it will form a partnership with Orbit Group, on the same day it had its viability and governance
   grades downgraded by the Regulator of Social Housing (RSH).
 ➢ BtR pioneer Metropolitan Thames Valley Housing sells Fizzy Living stake for around £400m to Greystar
 ➢ Capital Letters, owned by 21 member councils, has revealed it is in advanced negotiations with investors which are set to inject £1.5bn investment
   into 4,000 new homes for low-income families in London over four years.

Source: Centrus Transactions, Press
                                                                                                               8
                                                                                                      CONFIDENTIAL
                                                                                                                                                                                                    Centrus transaction
                                                             Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Appendices
Appendix I – Market Data
Interest Rates
Interest rates have picked up with the market expecting further rate hikes in 2022
LIBOR and Sterling 3mL Futures                                                                                   Historical LIBOR and Swap Rates
                           1.6%                                                                                    2.0%

                           1.4%
  Tenor             Rate
                           1.2%                                                                                    1.5%
  SONIA         0.19060%
    O/N         0.18063%   1.0%

  1 month       0.18675%   0.8%                                                                                    1.0%

  2 month       0.22850%   0.6%
  3 month       0.26225%   0.4%                                                                                   0.5%
  6 month       0.47363%
                           0.2%
 12 month       0.81363%
                           0.0%                                                                                   0.0%

                                         Current        Last Month           6 Months ago                                                 3M LIBOR               5yr swap        10yr swap        30yr swap

6ML Swap Rates, Gilts & Swap Spreads

                                                                                                                   1.4%                                                                                            70
 Tenor                      1Y      2Y             5Y     10Y         20Y        30Y         50Y                                                                                                                   60
                                                                                                                   1.2%
 Swap Rate                 0.88%   1.20%      1.29%      1.21%       1.15%      1.10%       0.94%
                                                                                                                                                                                                                   50
                                                                                                                   1.0%
 1 month Δ (bps)            13      13             10     14          20          23          25
                                                                                                                                                                                                                   40
 3 month Δ (bps)            43      47             29      2          -14         -15         -15                 0.8%
                                                                                                                                                                                                                   30
                                                                                                                  0.6%
Tenor                       1Y      2Y         5Y        10Y         20Y         30Y         50Y                                                                                                                   20
Swap Rate                  0.88%   1.20%      1.29%     1.21%       1.15%       1.10%       0.94%                 0.4%
                                                                                                                                                                                                                   10
Gilt Yield                 0.51%   0.67%      0.81%     0.97%       1.19%       1.12%       0.87%                 0.2%                                                                                             0
Spread (bps)                37      53         48         24          -4          -1          7
                                                                                                                  0.0%                                                                                             -10
                                                                                                                          0                 10                   20              30               40          50
                                                                                                                                                                       Years
                                                                                                                                                 Swap Spread                6mL Swap         Gilt Yield

Source: Refinitiv
                                                                                                         11
                                                                                                   CONFIDENTIAL
                                                        Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Inflation
RPI breakevens have fallen following the BoE’s rate hike in December
RPI Swap Curve (Breakevens)                                                                                             Real Gilt Yield Curve
 7.0%                                                                                                                   -2.0%

 6.5%                                                                                                                    -2.5%

 6.0%                                                                                                                   -3.0%

                                                                                                                         -3.5%
 5.5%
                                                                                                                        -4.0%
 5.0%
                                                                                                                         -4.5%
 4.5%
                                                                                                                        -5.0%
 4.0%
                                                                                                                         -5.5%
 3.5%                                                                                                                   -6.0%

 3.0%                                                                                                                    -6.5%
         0                 10                 20               30                   40                 50                        0                  10                  20                  30                        40                  50
                                                       Years                                                                                                                     Years
                                                Current             Previous                                                                                             Current             Previous

UK Inflation and RPI Swap Rates                                                                                        UK Inflation, Real Yields & RPI Swap Rates
  8.0%

  7.0%                                                                                                                  Tenor                     1Y          2Y         5Y         10Y          20Y        30Y            40Y        50Y

  6.0%                                                                                                                  RPI Swap Rate            6.34%      5.01%       4.46%      4.17%     3.80%         3.49%           3.28%     3.24%
                                                                                                                        Real Gilt Yield         -5.26%         -        -3.34%     -2.97%    -2.53%        -2.27%            -       -2.22%
  5.0%

 4.0%                                                                                                                                                Aug-21                  Sep-21                    Oct-21                    Nov-21

  3.0%                                                                                                                                           CPI         RPI         CPI        RPI          CPI        RPI            CPI        RPI
                                                                                                                        Index                    112.1      307.4       112.4      308.6     113.6          312.0          114.5     314.3
  2.0%
                                                                                                                        MoM %                     0.7         0.6        0.3        0.4          1.1            1.1         0.7       0.7
  1.0%
                                                                                                                        YoY %                     3.2         4.8        3.1        4.9          4.2            6.0         5.1       7.1
 0.0%
    Dec-19       Mar-20      Jun-20        Sep-20     Dec-20   Mar-21      Jun-21        Sep-21     Dec-21

                                 RPI YoY            CPI YoY         30 yr RPI Swap

Source: Markit, ONS, Refinitiv
                                                                                                                12
                                                                                                        CONFIDENTIAL
                                                               Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Bank Credit
Limited credit rating changes in the bank sector in recent months

                                                                      Ring-Fenced /                       S&P               Moody's               Fitch             5y CDS                 Spread Change (bps)
 Entity
                                                                     Non-Ring-Fenced                                                                            Mid-Spread (bps)
                                                                                                         ST/LT                ST/LT               ST/LT                            1 month       3 month         1 year
NatWest Group PLC*                                                     Non-Ring-Fenced                 A-2 / BBB            P-2 / Baa1            F1 / A                   96        -1             4              -4
NatWest Bank PLC                                                         Ring-Fenced                     A-1 / A             P-1 / A1            F1 / A+                   -          -             -              -
The Royal Bank of Scotland PLC                                           Ring-Fenced                     A-1 / A             P-1 / A1            F1 / A+                   -          -             -              -
NatWest Markets PLC                                                    Non-Ring-Fenced                  A-2 / A-             P-1 / A2            F1 / A+                   48        -6              1             -6
Lloyds Banking Group PLC                                               Non-Ring-Fenced                 A-2 / BBB+            P-1 / A2             F1 / A                   43        0              -3             -9
Lloyds Bank PLC                                                          Ring-Fenced                    A-1 / A+             P-1 / A1            F1 / A+                   35        -3              1             -2
HBOS PLC                                                                 Ring-Fenced                   A-2 / BBB+            P-1 / A1            F1 / A+                   -          -             -              -
Bank of Scotland PLC                                                     Ring-Fenced                    A-1 / A+             P-1 / A1            F1 / A+                   50        -0             -0             0
Lloyds Bank Corporate Markets PLC                                      Non-Ring-Fenced                   A-1 / A             P-1 / A1            F1 / A+                   -          -             -              -
Barclays PLC                                                           Non-Ring-Fenced                 A-2 / BBB            P-2 / Baa2            F1 / A                   58        -7             4              -4
Barclays Bank UK PLC                                                     Ring-Fenced                     A-1 / A             P-1 / A1            F1 / A+                   -          -             -              -
Barclays Bank PLC                                                      Non-Ring-Fenced                   A-1 / A             P-1 / A1            F1 / A+                   54        -3             7              -3
Banco Santander SA                                                     Non-Ring-Fenced                  A-1 / A+             P-1 / A2             F2 / A-                  38        8              6              8
Santander UK PLC                                                         Ring-Fenced                     A-1 / A             P-1 / A1            F1 / A+                   82        -0             -0            -16
HSBC Holdings PLC                                                      Non-Ring-Fenced                  A-2 / A-             P-2 / A3            F1+ / A+                  47        -11            -11            3
HSBC UK Bank PLC                                                         Ring-Fenced                    A-1 / A+             P-1 / A1           F1+ / AA-                  -          -             -              -
HSBC Bank PLC                                                          Non-Ring-Fenced                  A-1 / A+             P-1 / A1           F1+ / AA-                  34        -7             -5             0
Nationwide Building Society*                                                  N/A                       A-1 / A+             P-1 / A1            F1 / A+                   -          -             -              -
Allied Irish Banks PLC                                                        N/A                      A-2 / BBB+            P-1 / A2           F2 / BBB+                  -          -             -              -
MUFG Bank Ltd.                                                                N/A                        A-1 / A             P-1 / A1             F1 / A-                  27        0              0              3
iTraxx Banks**                                                                N/A                           -                    -                   -                     55        -11            -2             -3

*LT Ratings are of Senior Preferred Debt.
**iTraxx Banks CDS is a composite index comprising of 30 equally weighted credit default swaps on investment grade European entities.

All ratings are obtained from each respective bank’s website (as of 31st December 2021).

Source: Bank Websites, Fitch, Moody’s, Refinitiv, S&P
                                                                                                                    13
                                                                                                           CONFIDENTIAL
                                                                  Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Bank Credit
Bank credit levelled off towards the end of 2021
Bank Group 5y CDS Spread (3 years)                                                                   Bank Group 5y CDS Spread (1 year)

  350                                                                                                  350

  300                                                                                                 300

  250                                                                                                  250

  200                                                                                                 200

  150                                                                                                  150

  100                                                                                                  100

   50                                                                                                   50

     0                                                                                                   0

                    NatWest     Lloyds                Barclays                                                                         NatWest       Lloyds      Barclays
                    HSBC        Santander             iTraxx                                                                           HSBC          Santander   iTraxx

Source: Refinitiv
                                                                                             14
                                                                                     CONFIDENTIAL
                                            Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Appendix II – Centrus Team
Corporate Finance Platform
Centrus’ corporate finance team provides a full range of integrated capital raising and strategic advisory capabilities, focused on RP,
education, social infrastructure and broader real estate sectors

           Leading M&A                                 £5bn raised in Capital                                                                                        £900m arranged in New Bank
                                                                                                                 £2bn+ of funding restructured
      advisor in the RP sector                               Markets                                                             (since 2019)
                                                                                                                                                                               funding
                                                                 (since 2019)                                                                                                   (Last 9 months)

                                      A joined up platform offering stand-out advisory capabilities across the capital structure

             Strategic Advisory                               Capital Raising                                        Treasury Derivatives                                    Analytics

  •     Capital Structure Optimisation &          •   Bank and Institutional Finance –                       •   Treasury Management Policies                  •   Treasury Management Systems
        Strategy                                      Senior & Junior Debt
                                                                                                             •   Strategic Treasury Management                 •   Loan and Derivatives Valuation and
  •     Business Planning                         •   Private Placements & Public Bond                                                                             Financial Disclosures
                                                      Issues                                                 •   Hedging Strategies
  •     M&A including Debt & Equity Sales                                                                                                                      •   CVA/DVA Adjustment Valuations
                                                  •   Project Finance                                        •   Valuation and Portfolio Modelling
  •     Equity partnerships & joint ventures                                                                                                                   •   Hedge Accounting
        (sourcing and structuring entity-level    •   JV Equity capital,                                     •   Benchmarking & Execution
        capital)                                                                                                                                               •   Regulatory Reporting Services
                                                  •   Sourcing and structuring of capital for
  •     Real estate assets monetisation               growth and recapitalisation

  •     Liability Management                      •   Entity-level and corporate platform
                                                      capital raise
  •     Debt & Derivatives Renegotiation &
        Restructuring                             •   Ratings Advisory

                                                                                                       16
                                                                                               CONFIDENTIAL
                                                      Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Centrus’ Corporate Finance Team
The team brings together in excess of 200 years of unparalleled experience and market leading capabilities, no other advisory firm offers
the equivalent strength, breadth and depth of expertise, specialising in affordable housing sector

               Corporate Finance, Treasury, and Planning – Affordable & Social Housing                                                           Investor Coverage

           Paul Stevens              Jonathan Clarke                           Phil Jenkins                                 John Tattersall          Maria Goroh
           Managing Director         Managing Director                         Managing Director                            Senior Director          Senior Director
                                                                                                                                                     Head of Investor Coverage

                                                                                                                                                     Scott Douglas
                                                                                                                                                     Senior Associate
           Tony Oakley               Sam Goldman                               Lawrence Gill                                Tom Miller
           Director                  Director                                  Director                                     Assistant Director

                                                                                                                                                       Equity
                                                                                                                                                     Omer Fazal
           Akhil Shah                Clara Hurst Senior                        Ravinder Bassi                               Aharon Donaghy           Director
           Assistant Director        Associate                                 Analyst                                      Senior Associate         Head of Real Estate

                                                                                                                                                     Ella Boomer
           Paula Valero Marti        Lucrezia                                  Jaspal                                       Sam Clutterbuck          Analyst
           Associate                 Baldeschi                                 Chowdhary                                    Analyst
                                     Analyst                                   Associate

                                                                                        17
                                                                                CONFIDENTIAL
                                       Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Credentials
Selected housing sector track record

                          Debt Capital Markets                                                                                                                                                          Equity
                        (Listed Debt & Private Placements)                                                                             Bank Finance                                             (M&A and Joint Venture)

                                                                                                                                                  £250m                                               Strategic advisor
                              £350m                                                                                                        5 Yr Unsecured RCF
                           (with £100m               £450m                       £100m                              £110m                                                  £200m Bridging               on merger of
       £225m                                                                                                  New Facilities Raising        Club deal across 5                Finance                    Radian and
                             retained)             Public Bond             Retained Bond Sale
     Public Bond                                                                                                                                 lenders                                                 Yarlington
                           Public Bond

                                                       £65m                                                         £16m                                                       £300m                 Strategic advisor on
       £250m                  £140m           Complete debt refinance            £50m                                                              £50m                  Funding Restructure
                                                                                                                 Non recourse                                                                          merger between
  Debut Public Bond    Tap of Existing Bond      including Private          Deferred Private                                           Existing Facilities Restructure      New Funding
                                                                                                                 development                                                                          Fortis Living and
                                                    Placement                 Placement                                                  & New Facilities Raising         Syndicated Loan
                                                                                                                   funding                                                                            Waterloo Housing
                                                                                                                                                                             Unsecured

                                                                                                                                  Strategic Advisory

         £30m                                         £21m                                                                                                               Group Consolidation        Strategic advisor on
                             £75m                                                £110m                                £120m               Group Consolidation
    Deferred Private                             Sale of Retained                                                                                                        & debt restructuring      merger between Green
                       Private Placement                                   Private Placement                 Complete Debt Refinance      & debt restructuring
      Placement                                       Bond                                                                                                                                          Square and Accord

                                                                                                                                                 Group
                                                                                                                   Group                     Consolidation &                                             Undisclosed
                              £25m                    £50m                      £215m                          Consolidation &                                           £65m complete debt          Strategic advisor for
        £100m                                                                                                                                     debt
                       Tap of Existing Bond        THFC bLEND                 Public Bond                           debt                                                     refinancing            equity investment and
  Private Placement                                                                                                                           restructuring
                                                                                                                restructuring                                                                            joint venture

                                                                                                                     18
                                                                                                             CONFIDENTIAL
                                                                    Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Contact Us
Paul Stevens                                   Jonathan Clarke

m: +44 (0) 770385 4575                         m: +44 (0) 796898 5320                                            DUBLIN
d: +44 (0) 203 846 5672                        d: +44 (0) 203 846 5675
e: Paul.Stevens@centrusadvisors.com            e: Jonathan.Clarke@centrusadvisors.com                            21 Clanwilliam Square,
                                                                                                                 Grand Canal Quay                         LONDON
                                                                                                                 Dublin 2 | D02 P860
                                                                                                                 T: +353 (1) 6539369                      85 Queen Victoria
Phil Jenkins                                   John Tattersall                                                                                            Street
                                                                                                                                                          London | EC4V 4AB
                                                                                                                                                          T: +44 (0) 203 846
m: +44 (0) 778820 9354                         m: +44 (0) 742521 1508
                                                                                                                                                          5670
d: 44 (0) 203 846 5671                         d: +44 (0) 203 846 5695
e: Phil.Jenkins@centrusadvisors.com            e: John.Tattersall@centrusadvisors.com

Sam Goldman                                     Lawrence Gill

d: +44 (0) 203 946 0374                         m: +44 (0) 779143 2212
e: Sam.Goldman@centrusadvisors.com              d: +44 (0) 203 846 5685
                                                e: Lawrence.Gill@centrusadvisors.com

Omer Fazal                                      Maria Goroh

d: +44 (0) 203 946 0379                         m: +44 (0) 788563 7707
e: Omer.Fazal@centrusadvisors.com               d: +44 (0) 203 9460346
                                                e: Maria.Goroh@centrusadvisors.com
                             Tony Oakley

                             m: +44 776967 3481
                             d: +44 (0) 203 946 0361
                             e: Tony.Oakley@centrusadvisors.com

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                                                                                                  19
                                                                                          CONFIDENTIAL
                                                 Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
Disclaimer

"Centrus Group" consists of Centrus Corporate Finance Limited and the following wholly owned subsidiaries; Centrus Financial Advisors Limited, Centrus Advisors Limited, Centrus Capital Markets
Limited, MDT Trading Limited, Centrus Europe Limited, Centrus Investment Management Limited, MDT Rail Lease Management Limited. The following companies are incorporated in England and
Wales as limited liability companies and having their registered office at Senator House, 85 Queen Victoria Street, London, EC4V 4AB; Centrus Corporate Finance Limited, number 07943605.
Centrus Financial Advisors Limited, number 10203539, Centrus Capital Markets Limited, number 11763025, MDT Trading Limited, number 10970702, Centrus Europe Limited, number 02036221,
Centrus Investment Management Limited, number 10861018, MDT Rail Lease Management Limited, number 11090252. "Centrus MDT", "Centrus Advisors" and "Centrus" are trading names of Centrus
Financial Advisors Limited. Centrus Financial Advisors Limited is authorised and regulated by the Financial Conduct Authority Firm Reference Number 750011. Centrus Capital Markets Limited, firm
reference number 924641, is an appointed representative of Centrus Financial Advisors Ltd, which is authorised and regulated by the Financial Conduct Authority, firm reference number 740011.
Please visit www.fca.org.uk for more information.
Centrus Advisors Ltd is a limited liability company incorporated in Ireland number 547394 having its registered office at 21 Clanwilliam Square, Grand Canal Quay, Dublin 2, D02 P860 and regulated
by the Central Bank of Ireland, firm reference number C189481.

This report or document or any of its content must not be distributed or passed on, directly or indirectly, to any other person without the express written consent of Centrus. Nothing within this
document should be construed as investment advice and should not be relied upon.

All of the views expressed in this report or document accurately reflect the personal views of the responsible employees of the Centrus Group.

The information contained in this report or document has been compiled by Centrus from sources and using data believed to be reliable and unless stated otherwise should be assumed to be using
end of day data, but no guarantee, representation or warranty, express or implied, is made by Centrus, its affiliates or any other person as to its accuracy, completeness or correctness. Centrus is
under no obligation to update, modify or amend the information. All opinions and estimates contained in this report or document constitute Centrus’ judgement as of the date of this report or
document, are subject to change without notice and are provided in good faith but without legal responsibility.

This report or document is not an offer to sell or a solicitation of an offer to buy any securities. This material may be prepared for general circulation to clients and may not have regard to the
particular circumstances or needs of any specific person who may read it. To the full extent permitted by law neither Centrus or any of its affiliates, nor any other person, accept no responsibility for
and shall have no liability for any loss (including without limitation direct, indirect, consequential and loss of profit), damages, or for any liability to a third party however arising in relation to this
report or document (including without limitation in relation to any projection, analysis, assumption and opinion in this report or document).

Data is sourced from various sources including Reuters, Bloomberg, Markit and Centrus Market Data.

                                                                                                            20
                                                                                                    CONFIDENTIAL
                                                           Centrus Financial Advisors Limited is authorised and regulated by the FCA. Registration number 750011.
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