G15 landlord The Guinness Partnership has begun merger talks with non-compliant west London social landlord Shepherds Bush Housing Group (SBHG).
The providers said the proposed partnership would help SBHG to invest in its existing homes and would support the partners to deliver more affordable properties together.
Guinness was founded in 1890 and manages around 64,300 homes across England. Meanwhile, SBHG was created in 1966 by members of St Stephen’s Church in Shepherds Bush and owns around 5,200 homes throughout nine boroughs in west London.
In a statement on 28 April, the two housing associations said they hope to formally merge in autumn 2023 to create a group that manages around 69,000 homes.
The two boards have recently agreed an outline business case, allowing more detailed conversations and due diligence to progress.
The proposal is that, initially, SBHG will operate as a subsidiary of Guinness. The two housing associations said this will ensure continuity for customers and colleagues, while preserving the SBHG brand and heritage across west London.
Guinness retained its G1/V2 grade from the regulator in April. The Regulator of Social Housing (RSH) changed the basis for the provider’s viability grade. It warned about increasing investment in building safety and energy efficiency work – coupled with economic uncertainty – weakening its financial performance and reducing the capacity available to respond to adverse events.
Meanwhile, SBHG was downgraded to a non-complaint G3 rating in June over a serious failure of governance. The regulatory judgement said that weaknesses were found in the provider’s financial governance arrangements, as well as inaccuracies in board reporting.
The RSH said, coupled with a lack of effective board oversight and scrutiny, this meant SBHG came within weeks of a potential loan covenant breach that required it to seek an emergency waiver from a third party.
SBHG, which is also graded V2 for viability, was previously downgraded to G2 in 2020, a month after it breached the Home Standard over electrical and asbestos safety.
Guinness and SBHG said that by merging, SBHG will be better placed to deliver more reliable and consistent investment in its existing homes at a greater pace. They said the provider will also be able to improve services to customers and develop more affordable homes for the residents of west London.
Martin Hurst, chair at SBHG, said the social landlord remains a viable independent business and following its downgrade from the RSH, has made “great progress” with its governance recently.
He said SBHG wishes to build on the progress by investing in its existing stock and building new homes.
Mr Hurst said: “We want to build on our progress to do more for our residents by investing in their homes, communities and building much-needed affordable housing, which will remain challenging if we stay independent.
“Guinness is an organisation that has a strong record of growth, regeneration and investing in the communities they operate in. This partnership will allow us to improve the communities our customers live in, ensures long-term investment in our homes and provides more housing in west London.”
In the year to 31 March 2022, Guinness recorded pre-tax surplus of £44.5m, on turnover of £388.2m, while SBHG recorded surplus and turnover of £10.7m and £47.3 respectively.
Andrew Warner, interim chief executive of SBHG, said: “This exciting new partnership will strengthen our ability to improve our residents’ homes at a greater pace, whilst allowing us to also provide more affordable homes to west London, delivering a better service for our customers.
“Our customers will benefit from our combined strength and increased resilience. Through this partnership we will be able to deliver more for residents, customers and communities across west London.”
Catriona Simons, group chief executive of Guinness, said the social landlord has a “complementary presence in west London” and both associations share a strong social purpose and commitment to the communities in which they operate.
She said: “Bringing SBHG into the Guinness family will increase the impact we both have in west London and deliver more for SBHG and Guinness residents.”
Chris Wilson, chair of Guinness, said the values of Guinness and SBHG are very much aligned, with a “strong social purpose at the core of both organisations”. He said together they can deliver more homes in London.
Mr Wilson said: “We have a strong presence in London – this partnership will provide opportunities to deliver more homes in an area where demand far outstrips supply and further improve the efficiency of our customer service.”
The two housing associations said that both boards and executive teams are working closely together, ensuring residents, employees and stakeholders are kept informed at all key stages.
Subject to due diligence, SBHG and Guinness hope to complete the partnership in autumn 2023.
Guinness and SBHG said they will be communicating with and involving their customers, colleagues and stakeholders over the coming months, with SBHG shareholders being asked to formally approve the partnership later this year.
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