Birtenshaw
Birtenshaw supports children and young people with physical disability, complex health needs and learning disability by providing education, care and therapy. The charity was established in 1956 in Bolton by a group of parents as a special school for children with cerebral palsy.
Today it operates two special schools, a specialist college and children’s homes. It also provides supported tenancies for adults, an adult enrichment day service and complementary services. All services are based in Bolton and Merseyside in the North West of England. The charity generated income of around £28m in the year to 31 March 2025.
The charity’s vision is to improve the quality of life of all those it supports so they can become confident and independent members of the community. The charity believes in “ordinary life principles” to provide people with the same social and learning opportunities as others, enabling all to fulfil their potential.
Key terms
Term
6 years, repayable in three equal annual instalments with the first repayment on 28 February 2030 and the final repayment on 28 February 2032.
Interest
7.75% gross per year. Payable in arrears on 28 February each year (paid net of UK basic rate tax unless held in an IFISA) with the first payment on 28 February 2027. Payment of interest and repayment of capital are not
guaranteed.
Early repayment
Birtenshaw has the right to repay the bonds without penalty from 28 February 2029.
Unsecured
The Bonds are unsecured which means that Bondholders will rank equally with Birtenshaw’s other unsecured creditors and behind secured and preferential creditors on insolvency. In the event of any wind-up or liquidation Triodos Bank and ASR as senior lenders will be repaid first and have full control in a default or enforcement scenario until they are repaid in full.
Transferability
Bonds are transferable but are not listed on any investment exchange which means that bondholders will have to find a willing buyer and agree a purchase price with them, which in practice may not be easy. Investors should be prepared to hold the bonds for their full six-year term.
Covenants
A gearing covenant which restricts total borrowings as a proportion of total assets and a debt service cover covenant which measures annual earnings as a ratio of borrowing costs. Both covenants will be measured annually based on 12 months management accounts. A breach of these covenants triggers a higher rate of interest for the period of the breach. Two consecutive breaches triggers an event of default.
Minimum raise
£1,000,000. If the minimum raise has not been achieved by the closing date, the bond offer will be withdrawn and the subscription monies returned to investors without interest.
Timetable
The offer close date has been extended to 12 April 2026, unless fully subscribed earlier or extended again. There will be an interim drawdown for those already pledged, up to the original end date of 15 March 2026. Bonds are allotted 14 days after close and investors start to accrue interest from that date.
Capital at risk warning
Past performance is not an indication of future performance. Capital is at risk and returns are not guaranteed. Investors should read the offer document in full, including the risks section, before deciding whether to invest.
