Why we are engaging with Wheatley Housing Group Ltd (WHG)
We are engaging with WHG about its financial management, development plans and because it is a systemically important landlord.
WHG has four registered subsidiaries: Loretto Housing Association Ltd (Loretto), Wheatley Homes East Ltd (WHEast), Wheatley Homes Glasgow Ltd (WHGlasgow) and Wheatley Homes South Ltd (WHSouth).
We refer to a small number of RSLs as systemically important because of their stock size, turnover or level of debt or because of their significance within their area of operation. We need to maintain a comprehensive understanding of how their business models operate, and how they manage the risks they face and the impact these may have. So, we seek some additional assurance each year through our engagement plans. We consider WHG to be systemically important. We also consider Loretto, WHEast, WHGlasgow and WHSouth to be systemically important due to a combination of their size, turnover and level of debt.
WHG is the largest developer of new affordable housing in Scotland and plans to continue to grow by developing around 5,500 affordable homes over the next five years. WHG’s development programme is spread across its subsidiaries and includes homes for social and mid-market rent. WHG will receive significant public subsidy and has told us it will also need to obtain new private finance to support its development programme. We will engage with WHG to get assurance about how it is managing the risks to the organisation including its levels of debt and development plans.
What WHG must do
WHG must:
- send us copies of its Board minutes, the RSL subsidiary Board minutes and its audit committee minutes as they become available;
- send us by 30 April 2024 its annual update to its five year strategy (2021-26) for WHG and its registered subsidiaries including:
- its updated risk register including details of its approach to development risk management and mitigation;
- 30 year financial projections consisting of statement of comprehensive income, statement of financial position and statement of cash flow complete with assumptions and explanatory narrative;
- a comparison of projected financial loan covenants against current covenant requirements;
- financial sensitivity analysis which considers the key risks, the mitigation strategies for these risks and a comparison of the resulting covenant calculations with the actual current covenant requirements; and
- the report to the Board in respect of the approved 30 year projections, sensitivity analysis and covenant compliance.
- send us by 30 April 2024 for its non-registered subsidiaries:
- the approved business plans;
- the financial projections consisting of statement of comprehensive income, statement of financial position and statement of cash flow complete with assumptions and explanatory narrative; and
- financial sensitivity analysis which considers the key risks, the mitigation strategies for these risks and a comparison of the resultant covenant calculations with the actual covenant requirements.
- meet with us three times during the year and send us an update prior to our meetings. The updates should include any emerging risks to the organisation and progress with delivery of its development plans. The development update should include its latest report to the Board or Wheatley Developments Scotland Ltd’s Board about development and details of the scale and tenure mix, timescales for delivery and any material delays or changes to the programme;
- send us by July 2024 the report to the Board about its approach to risk management and mitigation;
- send us by December 2024 evidence of how it demonstrates affordability for its tenants; and
- tell us if there are any material adverse changes to its development plans which might affect its financial position or reputation, in line with our notifiable events guidance.
What we will do
We will:
- review the minutes of the Board and audit committee meetings and liaise as necessary;
- observe WHG's Board and WHEast’s Board;
- review the business plans, financial and other supporting information including the development updates;
- meet with WHG’s senior staff three times during the year to discuss the business plans, the financial and other supporting information and any risks to the organisation; and
- update our published engagement plan in the light of any material change to our planned engagement with WHG.
Regulatory returns
WHG must provide us with the following annual regulatory returns and alert us to notifiable events as appropriate:
- Annual Assurance Statement
- audited financial statements and external auditor’s management letter;
- loan portfolio return;
- five year financial projections; and
- Annual Return on the Charter.
It should also notify us of any material changes to its Annual Assurance Statement, and any tenant and resident safety matter which has been reported to or is being investigated by the Health and Safety Executive or reports from regulatory or statutory authorities or insurance providers, relating to safety concerns.