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Swan only has cash to fund its subsidiaries until early December

Swan Housing Association could run out of cash to fund its subsidiaries in December if its current unaudited cash flow projections are correct and its merger talks with Sanctuary are unsuccessful.

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Swan Housing Association could run out of cash to fund its subsidiaries in December if its current unaudited cash flow projections are correct and its merger talks with Sanctuary are unsuccessful #UKhousing

In an update to the stock market, Swan revealed that it currently holds £24.3m in cash reserves, which it says is only sufficient to fund the operation of its subsidiaries until early December, subject to the agreement of on-lending thresholds with its lenders. An on-lending threshold represents the maximum a bank can lend to a single borrower.

The update states that the landlord “has appointed advisors to provide the boards with weekly assurance about whether it is appropriate to expend these sums”. 

The landlord refused to comment on these specific cash-flow projections when asked by Inside Housing and instead pointed to an earlier statement on its website. This said it was pushing forward with merger discussions with Sanctuary and would continue to focus on delivering services to its customers. 

Swan announced merger talks with Sanctuary at the end of last month, on the same day it revealed its year-long discussions with Orbit over a merger had failed. 

Inside Housing revealed earlier this week that Orbit had advanced the association a secured loan of £25m during the merger process, which was subsequently increased to £40m in March 2022, after merger talks were announced in December last year.


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Orbit lent troubled Swan £40m before merger talks broke downOrbit lent troubled Swan £40m before merger talks broke down
Swan breaches loan agreement with lender due to late filing of accountsSwan breaches loan agreement with lender due to late filing of accounts
Swan in merger talks with Sanctuary after Orbit discussions endSwan in merger talks with Sanctuary after Orbit discussions end

During the Orbit merger talks, an audit of Swan’s 2021/22 accounts by Grant Thornton revealed a potential annual impairment of £178.4m in relation to its development plans.

The auditor said it had “insufficient assurance” on the level of impairment and that the landlord remains a “going concern” on the basis of a merger. 

As part of the new merger process with Sanctuary, Swan is now in discussions with the housing association to refinance the Orbit loan and replace it with a loan of its own.

If the talks are successful, Swan will become a subsidiary of Sanctuary.

Swan’s financial woes have continued to mount. It was revealed that the delay to publishing its annual accounts has led to a breach of a £250m bond it previously agreed. The trustees for this bond were M&G Trustees. 

In a statement to the stock market, the large investment firm said a breach had occurred under the terms of the loan agreement, as the landlord had failed to deliver its audited financial statements, including its balance sheet and profit and loss account.

M&G Trustees said the breach will “constitute a borrower default under the loan agreement if it continues for the period of 30 days”.

M&G acknowledged that auditors were unable to complete their audit of Swan’s accounts for the financial year up to March 2022, because of the collapse of its merger discussions with Orbit. 

The financial audit will be finished if the merger with Sanctuary goes ahead, which is due to be completed by 30 November, subject to satisfactory due diligence.

In response to reports of Swan’s financial position, the Regulator of Social Housing said: “We are working closely with Swan and Sanctuary as they take the deal forward and are fully engaged in the process.”

The financial problems follow a number of ambitious development projects the landlord has taken on over the past few years. 

In 2017, Swan replaced L&Q on an £800m scheme in Essex to deliver up to 2,850 new homes, with around half using modular construction.

In October 2020, Swan entered into a 15-year agreement on its second modular factory, to expand its modern methods of construction offering.

Swan partnered with Panattoni, the largest developer in Europe, on this factory in Basildon, which is expected to deliver 1,000 homes each year.

At 116,841 sq ft, the new factory is considerably larger than its first, which was opened in 2017 and covers 75,000 sq ft.

In May, Swan pulled out of a partnership with Catalyst, the G15 landlord, to deliver 359 shared ownership homes on an industrial site in east London. 

In the same month, it emerged that Swan had breached the Home Standard. It was found to have around 1,500 overdue fire-safety remedial actions.

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