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Centrus arranges ¥12bn private placement for The Baillie Gifford Japan Trust PLC

Transaction overview

The Baillie Gifford Japan Trust PLC (“Japan Trust”) is an investment trust focused on investing in Japanese companies. Managed by Baillie Gifford & Co, a global asset management firm based in Edinburgh with assets under management of approximately £225 billion, this trust aims to provide capital growth by investing in stocks of Japanese companies with high growth potential.

On the 24th July 2024, Japan Trust announces that it has issued ¥ 12bn of fixed rate, senior, unsecured privately placed notes split into three tranches of ¥4bn, maturing in 5, 10 and 14 years from the funding date of 20 November 2024.


Centrus’ solution

Japan Trust has issued three tranches of privately placed Notes:

Coupons are payable semi -annually.

  • The proceeds of the Notes will be used to repay existing bank debt of ¥9.3 billion maturing in November 2024 and ¥2.6 billion maturing in March 2025.
  • Centrus acted as arranger of the issue of Notes, advising on the structure of the transaction, drafting an investor presentation and arranging meetings with a selected group of institutional investors.


Transaction outcome

This transaction provides the Japan Trust with medium-term financing at a range of maturities and a competitive weighted average interest rate of 2.05%.

The Japan Trust Board remains committed to the strategic use of borrowings for the Company in order to enhance returns to shareholders over the long term. This new financing will maintain availability of earing capacity for the Japan Trust and fixes the cost of borrowing for an extended period, providing certainty.

“Having considered various financing options, the Japan Trust board decided to access the institutional private placement market with its debut financing.

Following meetings with selected investors, Japan Trust received bids with maturities ranging from 3 to 20 years. A single investor was chosen which provided tranches of ¥4 billion with an average maturity of just under 10 years thereby achieving a blend of medium term finance and at an attractive overall cost.

The investor agreed to defer settlement until November 2024 thereby allowing Japan Trust to coordinate the closing of its new financing with the maturity of bank debt of ¥9.3 billion in November with a further ¥2.6 billion bank debt maturing in March 2025.”

Robert St John, Consultant – Centrus

For more information please contact Robert St John.

Centrus advises Peel on £45m NRE financing

Company overview

  • Peel NRE, part of the Peel Group, is at the heart of the nation’s activity around clean energy growth and the circular economy – helping the UK achieve net zero by 2050.
  • Peel is one of the leading property and infrastructure investors in the UK, focused on Ports, Airports, Property and Energy.
  • Peel NRE is a real estate business focused on assets linked to low carbon energy generation, including energy from waste, wind farms and heat networks.


Transaction overview

Peel NRE secured a new standalone £45m senior term loan, having previously been financed by a wider Peel Group facility. The new debt is provided by HSBC and NatWest for a three-year period, plus two one-year extension options.


Centrus’ added value

  • Leveraging expertise across the real estate and infrastructure sectors, Centrus highlighted the infrastructure-like characteristics of the portfolio to achieve the most optimal financing terms.
  • Centrus prepared a financial model and comprehensive marketing materials to highlight the credit strengths of the Peel NRE transaction.
  • Centrus’ strong relationships with banks helped drive a competitive process and ensured the transaction was delivered smoothly.

“Centrus worked hard on this transaction to deliver a new standalone debt facility for our NRE division. Centrus led the process from end-to-end, resulting in a well-structured, cost-effective solution and providing a strong foundation for Peel NRE to grow. We look forward to working with Centrus again in the future”

Elise Mannix​​​​, Associate Director, Corporate Development – Peel Group

“Centrus is delighted to have advised the Peel Group on this new standalone financing facility for Peel NRE with HSBC and NatWest. The transaction reflects the high-quality nature of the NRE portfolio and provides a strong foundation for the future growth of the business.”

Scott Douglas, Director, Capital Markets -Centrus

For more information please Scott Douglas.

Centrus arranges new funding for Cottsway

Transaction summary

Cottsway has successfully restructured its treasury portfolio, securing £175m of new facilities and restructuring £195m of existing facilities with the help of Centrus. This comprehensive refinance delivers interest savings, harmonises covenants, and now positions Cottsway to continue meeting the high demand for social housing in its operating regions.



Transaction overview

Cottsway is a registered provider of social housing, providing over 5,700 homes for rent and shared ownership in West Oxfordshire, Gloucestershire, Wiltshire and Worcestershire. Over the last decade, these regions have experienced strong population growth, exacerbating the already significant demand for social housing, demonstrated by Cottsway’s occupancy rate of 99.3%. Cottsway work in partnership with Homes England and local authorities to fulfil such local need, and have developed over 2,000 homes since its formation.

Formed in 2001 as a LSVT (Large Scale Voluntary Transfer) from West Oxfordshire District Council, Cottsway’s outdated and expensive LSVT debt was constraining long-term ambitions and corporate flexibility.

To address these challenges, Centrus was engaged to perform a comprehensive treasury review for Cottsway. The review aimed to harmonise covenants and controls (including a transition to EBITDA only covenants) whilst also identifying opportunities to lower interest costs and ensuring sufficient facilities were in place.

Centrus devised a lender engagement plan and spearheaded negotiations with both bank and capital market lenders.

“This new funding is part a major re-finance programme for Cottsway which has allowed us to repay legacy debt and secures our corporate ambition to provide more homes in the communities we serve. We are delighted to have our new lenders alongside us and look forward to building a partnership for the future. We are also delighted to have been working with Centrus who have been a huge support.”

Richard Reynolds, Chief Executive – Cottsway


Transaction outcome

The negotiations led to a substantial restructuring and refinancing of Cottsway’s treasury portfolio. This included:

  1. £125m of new funding, split between capital markets and bank term loans. These funds were utilised to repay existing lenders.
  2. Restructuring £195m of existing bank facilities and private placements to improve and harmonise covenants, with a focus on transitioning to EBITDA only covenants.
  3. Extending and increasing liquidity by £50m, ensuring sufficient facilities are in place to deliver Cottsway’s business plan.

This restructure was executed in a complex interest rate environment, requiring careful consideration of the tenor of new facilities. The refinance involved a 20-year private placement and 7-year term loan, aligning with the weighted life of the debt being refinanced. This approach avoided fixing a significant portion of Cottsway debt for a long period at a single point in time, whilst also managing medium term interest rate risk and ensuring appropriate longevity in the new portfolio.

A significant discount on prepayment was negotiated with one outgoing lender, alongside the absorption of material break costs. Additionally, the refinance addressed an expensive off market margin with a second lender which was due to increase further in 2025. These factors allowed the refinance to deliver interest savings whilst unlocking capacity and increasing corporate freedom within the new and restructured loans.

Cottsway was supported by law firms Trowers (Banking) and Devonshires (Security) throughout the process.

“The quality of advice, support and responsiveness from Centrus has been exceptional in delivering a major refinance for Cottsway involving multiple lenders and a relatively complex negotiation landscape. The Centrus team is first rate.”

Stephen Leonard, Resources Director – Cottsway

“We are delighted to have arranged these new facilities for Cottsway and to conclude the successful reshaping of their treasury portfolio. The new facilities form part of a wider refinance of legacy debt which has unlocked capacity and lowered interest costs, helping Cottsway to continue the great work that they do in their communities. It has been a pleasure to work with Cottsway throughout.“

Tom Archer, Assistant Director – Centrus

For more information please contact Tom Archer.

Centrus provides stress testing evaluation for Heylo Housing

Engagement overview

Heylo was established in 2014 and has since grown to become one of the UK’s leading shared ownership for-profit registered providers. ​

Heylo engaged Centrus to conduct a comprehensive stress test review, which included an evaluation of the stress tests, the testing process, results and proposed mitigants.​

Following the analysis, Centrus presented the findings to the Heylo Board, providing assurance that the stress testing adequately addressed potential risks to Heylo and incorporated appropriate mitigants.​


Centrus’ solution and value add

  • Benchmarking and insight: Centrus’ benchmarked existing tests against best practice within the sector and recommended new and alternative tests to ensure Heylo’s testing suite provided useful insight into the business plan’s resilience under challenging yet realistic scenarios.​
  • Analysis and comparison: Centrus assessed the effectiveness of each mitigant proposed by Heylo, including an appraisal of Heylo’s ability to implement each mitigant and a comparison to those used by other registered providers.​
  • Engagement and accessibility: We pride ourselves on our advice accessible and took great care to ensure all key stakeholders fully understood the analysis and were comfortable endorsing the testing approach.​

“We recently appointed Centrus to undertake a stress testing evaluation for our regulatory vehicle.​

Not only did we find them extremely responsive and completing the work quickly, we found their level of commentary and feedback valuable and at a quality above that we had received in previous years from other providers”​

Jonathan Conway​, Director of Corporate Finance – Heylo Housing ​

For more information, please contact Lawrence Gill, Director at Centrus

Centrus enhances Capital Letters’ financial business plan model, providing Board reporting and assurance​

Engagement Overview

The Capital Letters (CL) mission is to respond to, and address London’s homelessness crisis. Since 2019, CL has procured nearly 6,500 properties for those in need.​

Centrus was engaged to assess and refine CL’s business planning model. This involved reviewing the appropriateness of existing assumptions and integrating additional functionalities to improve accuracy.​

Once the model was refined, Centrus presented an overview of the business plan including the appropriateness of assumptions and conclusions drawn from the plan to CL’s Board. This provided CL’s Board with both confidence and assurance that the plan was based on Informed assumptions and driven by a best-in-class model.​


Centrus’ Solution and Value Add

  • Modelling Expertise: enabled challenge and real assurance on technical aspects underpinning the review. Centrus assessed CL’s model, running checks to understand model functionality, accuracy and the appropriateness of the assumptions. Our team then refined the model, updating it to include integrated financial statements and stress testing capability.​
  • Governance Support and Clear Reporting: ensured a very broad range of stakeholders could engage, debate and be assured by the process and plan outputs. This was a real value-add to strategic decision-making.​
  • Holistic Service: Centrus was able to straddle both the technical and strategic aspects of the project to offer comprehensive advice.​

“We are extremely pleased with the business planning and assurance work completed by Centrus. They leveraged their sector expertise to provide a comprehensive assessment of Capital Letters’ business plan, complete with stress testing, mitigation planning, and assurance on planning assumptions to leave us assured that our business can continue to grow on a strong foundation.​

Centrus also presented their findings to our Board and ensured the proposal was clearly understood by all. Throughout this process the team have gone above and beyond and been invaluable support in our latest endeavours.”​

Sue Edmonds​, CEO – Capital Letters​

For more information, please contact Paul Stevens, Executive Director – Centrus

Centrus advises Associated British Ports on c.£176m swap restructuring


About Associated British Ports

Associated British Ports (“ABP”) owns and operates 21 ports in the United Kingdom, managing around 25 per cent of the UK’s sea-borne trade. As a vital part of the supply chains of businesses throughout the UK, the 21 ports support 200,000 jobs and contribute £15 billion to the economy every year, handling £157 billion of trade.


Transaction Overview

In April 2024, Centrus supported ABP with successful restructuring a portfolio of c.£176m swaps, as part of a continued optimisation of the company’s long-term hedging strategy. 

The transaction follows on from a similar exercise undertaken in late 2023 for a portfolio of £300m swaps. 

Restructuring the hedging portfolio in the elevated rates environment allowed ABP to fully remove a large proportion of swap break provisions at competitive pricing levels, and aligned the hedging portfolio with future funding plans.

Since 2017, Centrus has advised ABP on over £2bn notional of hedging transactions, and we are proud to support ABP as an extension of their treasury team.


Centrus Solution

Centrus advised ABP throughout the process, coordinating a wide ranging RfP process with the company’s bank hedge counterparties. Centrus’ market insight on the products, solutions and counterparties available to ABP helped drive through a successful restructure amidst a backdrop of significant interest rate volatility, providing independent assessment of hedging alternatives and co-ordinating strong support from ABP’s relationship banking group. 

“Centrus supported us through a successful swap restructuring in which we are pleased to have achieved our risk management objectives under a continued backdrop of interest rate volatility. Centrus added value in creating a hedging strategy supported by thorough analysis, market expertise and execution support, which all facilitated a smooth transaction process which received strong support from our hedging bank counterparties. As our long-time advisor, we look forward to working with the Centrus team as we continue to optimise our long-term hedging strategy.”

Shaun Kennedy, Group Treasurer at Associated British Ports.

For more information please contact Adrian Li, Managing Director; Ivan McKinlay, Assistant Director; Ewen Alexander, Associate at Centrus.

Centrus advises Tai Tarian on raising £95m of new bank and capital markets funding 

Centrus advises Tai Tarian on raising £95m of new bank and capital markets funding to enable full refinance of existing debt, achieving a very substantial NPV saving on future financing costs 


Transaction Overview

  • Tai Tarian is one of the largest social landlords in Wales, with 9,000+ properties across Neath Port Talbot. Established in 2011 by large scale voluntary transfer (“LSVT”) from the local authority.  
  • Existing syndicated bank finance reflected these LSVT roots and timing of this initial funding but no longer met the needs of a mature organisation with significant investment and growth aspirations. 
  • Centrus undertook thorough analysis to establish the case for refinance, devised the treasury strategy and, once Board approved, was then engaged to lead on implementation.  


Centrus Solution

  • Comprehensive treasury strategy formulation which evidenced the business case for refinancing. 
  • Full market engagement with prospective bank and private placement funders, driving competition & optimising terms.
  • Refinement of strategy to reflect terms received and enable funder selection, determining the most suitable combination of bank and capital markets funding to provide interest cost management and flexibility. 
  • Combination resulted in two new bank funders (RCF & Medium Term Loan) and one new long term private placement investor. 


Added Benefits

  • New relationships established with three funders, on terms reflective of Tai Tarian’s high credit quality. 
  • Achieved NPV saving in excess of £6m, through optimising the terms and funding structure. 
  • Covenants and controls relaxed, enabling Tai Tarian to operate with maximum flexibility. 
  • Centrus led throughout working closely with Tai Tarian and its other professional advisors to deliver a complex transaction.
  • Regular reporting to Executive, Task & Finish Group, and Board to ensure fully empowered and able to exercise effective governance.

“When we commissioned this work, I hadn’t appreciated just how hands on you would be on a day-to-day basis but I can now see that this is where the magic really happens and where the value is derived.  It is so much more than ensuring that we get the best rate. I am so grateful for Centrus advice, support, trouble shooting, arm twisting and solutionising throughout this process. We would not have achieved the outcomes without Centrus. In the context of these reflections the Board requested that we feedback their gratitude to the Centrus team.”


Nick Tagg, Director of Finance – Tai Tarian 

“It’s been an absolute pleasure to work with Linda, Nick and the Board to deliver this refinancing and establish a treasury platform reflective of a 1st class organisation with sustainability and tenant services at its heart. The case for refinancing was compelling but working together we achieved really excellent outcomes, driving down the cost of financing while ensuring operational headroom and flexibility is maximised. The future looks very bright for Tai Tarian” 

Paul Stevens, Executive Director – Centrus

For more information, please contact Paul Stevens.

Centrus advises UK Power Networks Services on the acquisition of United Utilities on-site generation portfolio from SDCL Energy Efficiency Income Trust PLC

Transaction Overview

  • UK Power Networks Services, the private networks business of UK Power Networks Group, acquired a portfolio of solar, wind and hydro renewable assets comprising 69 MW of renewable generation assets across 70 sites from SDCL Energy Efficiency Income Trust PLC (“SEEIT”).
  • The portfolio has a long-term PPA with United Utilities for onsite consumption as well as an export PPA arrangement for excess generation.
  • UK Power Networks Services has a long history of successfully managing large asset portfolios for clients with critical national infrastructure. They are active in the water and renewables sector and see this portfolio as a natural fit with their existing portfolio.


Centrus’ Role

Centrus arranged a bilateral transaction between UK Power Networks Services and SDCL, acting as financial advisor to UK Power Networks Services.

The UK Power Networks Group and Centrus have a long-standing relationship and Centrus has advised them across a range of financing transactions. Centrus’ role included:

  • Identifying strategic acquisition opportunities for UK Power Networks Services and arranging a bilateral transaction with SEEIT.
  • Developing a robust bespoke renewables portfolio financial model which underpinned the valuation to achieve a transaction structure and price that brought the parties together.
  • Supporting commercial negotiations from drafting of NBO to financial close.
  • Supporting with coordination of stakeholders and the due diligence process towards a successful close in an efficient and timely manner.

“Our vision is to deliver sustainable, reliable energy and we see this renewables portfolio as a natural fit. Our long-term objective is to grow our technology and geographic footprint in the renewables sector.

Centrus supported us in identifying the opportunity to invest in this strategic asset portfolio which supports the growth of our client led electrical services business in the North of England. 

We have been building our capacity in this sector in recent years and recently delivered one of the largest solar car ports in the UK. This acquisition has been carefully negotiated to achieve a good price and is another example of us investing in large portfolios of key renewable UK assets.” 

David Mitchell, Director – UK Power Networks Services

“We are delighted to support UK Power Networks Services on this strategic renewable energy investment and to have brought the two parties together for this bilateral transaction. This represents a significant step on our journey to expand Centrus’s position in the renewables market – connecting strategic utility clients and their liquidity to opportunities with major asset owners.”

Adam MacDonald, Managing Director – Centrus

For more information, please contact Adam MacDonald, Managing Director at Centrus.

Centrus arranges £75m sustainability-linked term facility for VIVID


About VIVID

VIVID is a leading provider of affordable homes and manages 35,000 homes for 74,000 people across Hampshire, Surrey, Berkshire and West Sussex. In 2022-23 VIVID built 1,390 new homes, making them the sixth largest developer of new homes amongst housing associations in England.


Transaction Overview

In March 2024, Centrus arranged VIVID’s new £75m Sustainability Linked 10-year term facility from Nationwide. The loan has KPIs embedded within it which reinforce VIVID’s commitment to meeting housing need in a sustainable way.  These metrics include maintaining VIVID’s recently reconfirmed G1 regulatory rating and setting stretching goals for VIVID’s tenancy support team.


Centrus’ Solution

Centrus advised VIVID throughout the process, identifying Banking partners who both align with VIVID’s goals and ambitions in the sector, and who can provide the breadth, relationship and competitive terms VIVID require to secure their future growth. The medium dated term facility from Nationwide was an excellent fit for VIVID’s needs.

Access to this new funding is complementary to VIVID’s existing debt portfolio and provides medium-term security and balance, with attractive pricing secured even at a time of volatile rates. The funds will support VIVID’s mission to continue to create energy efficient homes and environments that have their customers at the heart.

“This loan is the perfect complement to our existing debt portfolio sitting between short-term RCF funding and longer-term bond debt. The facility is tightly priced and reinforces stretching ESG targets for us to deliver sustainable housing. We continue to be pleased with the support from the team at Centrus, in particular the insights and expertise they bring in identifying funding partners capable of providing the flexibility, pricing and breadth of products we need to advance our growth and de-carbonisation journey.”

Jonathan Roberts, Group Treasurer – VIVID

“We are pleased to have arranged this new ESG linked facility between VIVID and Nationwide which will fund new energy efficient homes and improvements to existing homes. The new funding benefits from a very competitive margin and takes advantage of the inversion between SONIA swap rates and gilt yields to deliver an attractive all-in cost for today’s market.”

Tom Archer, Assistant Director – Centrus

For more information, please contact Tom Archer.