Why we are engaging with Wheatley Housing Group (WHG)
We are engaging with WHG about its financial management, planned organisational changes, development plans and because it is a systemically important landlord.
WHG has five registered subsidiaries: Wheatley Homes East Ltd (Wheatley East), Wheatley Homes Glasgow Ltd (Wheatley Glasgow), Wheatley Homes South Ltd (Wheatley South), Loretto Housing Association Ltd (Loretto) and West Lothian Housing Partnership Ltd (WLHP).
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 Wheatley East, Wheatley Glasgow and Wheatley South to be systemically important due to a combination of their size, turnover and level of debt.
WHG is progressing plans for restructuring the group. Following a successful independent ballot of its tenants, WLHP transferred its homes to Wheatley East (formerly Dunedin Canmore Housing Association Ltd) on 5 September 2022. Strathclyde Camphill transferred its engagements to Wheatley Glasgow on 16 January 2023, after the majority of its tenants confirmed their support for the transfer. WHG will now support WLHP and Strathclyde Camphill as they progress removal from our Register of Social Landlords.
WHG is the largest developer of new affordable housing in Scotland and plans to continue to grow by developing around 4,500 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
- provide copies of its Board and audit committee minutes as they become available;
- provide quarterly updates on progress with the delivery of the commitments WHG has made to WLHP’s and Strathclyde Camphill’s tenants and service users;
- provide the information we require to progress the de-registration of Strathclyde Camphill and WLHP. This includes Strathclyde Camphill and WLHP’s final audited financial statements and auditors' reports;
- send us by 30 April 2023:
- its approved business plan and updated risk register;
- 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;
- the report to the Board in respect of the approved 30 year projections, sensitivity analysis and covenant compliance; and
- evidence of how it demonstrates affordability for its tenants.
- send us by 30 April 2023 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 and send us an update prior to our meetings. The updates should include progress with delivery of its development plans. This will include its latest report to the governing body/appropriate committee about development and details of the scale and tenure mix, timescales for delivery and any material delays or changes to the programme; 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
- review the minutes of the Board and audit committee meetings and liaise as necessary;
- engage on the delivery of the commitments WHG has made to WLHP and Strathclyde Camphill’s tenants and service users;
- consider the de-registration applications for WLHP and Strathclyde Camphill;
- review the business plans, financial projections and supporting information including the development updates;
- meet with WHG’s senior staff three times to discuss the business plans, the financial information and any risks to the organisation;
- observe WHG's Board and Wheatley South’s Board; and
- update our published engagement plan in the light of any material change to our planned engagement with WHG.
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.