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RMDL Rm Secured Direct Lending Plc

90.00
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Rm Secured Direct Lending Plc LSE:RMDL London Ordinary Share GB00BYMTBG55 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 90.00 88.00 92.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

RM Secured Direct Lending PLC Half-year Report (5391N)

09/08/2017 12:00pm

UK Regulatory


Rm Secured Direct Lending (LSE:RMDL)
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TIDMRMDL

RNS Number : 5391N

RM Secured Direct Lending PLC

09 August 2017

RM SECURED DIRECT LING PLC

LEGAL ENTITY IDENTIFIER ('LEI'): 213800RBRIYICC2QC958

HALF YEARLY FINANCIAL REPORT

For the period from incorporation on 27 October 2016 to 30 June 2017

 
  Investment Objective 
  The Company aims to generate attractive and regular dividends through 
    investment in secured debt instruments of UK SMEs and mid-market 
    corporates and/or individuals including any loan, promissory notes, 
    lease, bond, or preference share (such debt instruments, as further 
    described below, being "Loans") sourced or originated by the Investment 
    Manager with a degree of inflation protection through index-linked 
    returns where appropriate. 
 
 Financial Information 
                                                                               As at 
                                                                        30 June 2017 
-------------------------------------------------------        --------------------- 
 Net asset value ("NAV")                                                    GBP55.9m 
--------------------------------------------------------       --------------------- 
 NAV per Ordinary Share                                                        97.6p 
-----------------------------------------------------------    --------------------- 
 Ordinary Share price                                                         102.0p 
-------------------------------------------------------------  --------------------- 
 Ordinary Share price premium to NAV                                            4.5% 
----------------------------------------------------------     --------------------- 
 
 
 Performance Summary 
                                                                            % change 
-------------------------------------------------------        --------------------- 
 Share price total return per Ordinary Share                                   +2.0% 
-----------------------------------------------------------    --------------------- 
 Total return (%) - NAV and Dividends*                                         -0.2% 
----------------------------------------------------------     --------------------- 
 Total return (%) - Share price and 
  Dividends                                                                    +2.2% 
--------------------------------------------------------       --------------------- 
 *Based on opening NAV per Ordinary Share after share issue expenses of 
  98.0p. 
 
 
 

Chairman's Statement

Introduction

RM Secured Direct Lending plc (the "Company") listed on the premium segment of the main market of the London Stock Exchange on 15 December 2016, issuing 50,300,000 Ordinary Shares at a price of 100 pence per share. In May 2017, the Company issued a further 7,000,000 Ordinary Shares at 101.25 pence each.

Portfolio

Over the period from admission, RM Capital Markets Limited ("RM" or the "Investment Manager") has made 18 debt investments across 10 sectors. Approximately 20% of the investments are in public debt transactions with the remainder split between club transactions, private bilateral loans or cash. The Company has made GBP58m of commitments of which GBP42m has been deployed on a cash basis with good visibility over the final cash deployment over the near term. The Company is not obliged to fund the undrawn commitments. The average yield on the investments made within the portfolio is 7.72%, which is expected to rise as additional investments are made.

Overall, the deployment of proceeds has been in line with expectations and now that the majority of the portfolio has been invested the Company has a portfolio of cash generating loans which will provide stable income stream to pay regular dividend distributions.

The Board is pleased with the diversification across the 10 business sectors and has reviewed the sector exposure limits in light of the opportunities being reviewed by the Investment Manager. The Technology, Media & Telecoms Sector as well as the Industrial Sector will see the maximum limits reduced by 5% each to 25% with a re-allocation of these limits to the Property Sector. This will increase the maximum Property sector risk weighting from 25% to 35% and is consistent with the transaction opportunities currently being screened by the Investment Manager.

NAV and Share Price Performance

As at 30 June 2017, the net asset value ("NAV") per Ordinary Share was 97.57 pence and the share price was 102 pence, representing a premium of 4.5% to NAV.

On 24 May 2017, the Company declared a first interim dividend of 0.2 pence, which was subsequently paid in June. The directors have declared a second interim dividend of 0.2 pence per Ordinary Share which will be paid on 15 September 2017 to shareholders on the register on 18 August 2017. As stated in the Company's prospectus, the dividend target for the financial period ending 31 December 2017 is 4 pence per Ordinary Share. It is still the expectation of the Board and the Investment Manager that this dividend target will be met.

As described in the Company's prospectus, following the listing the Company applied to the Court for the premium of GBP48.75 million arising on the first issue to be cancelled and transferred to a distributable capital reserve. The process was completed in March 2017 and the reduction became effective at that time.

Finally, I would like to thank shareholders for the support they have shown to the Company since its inception.

Norman Crighton

Chairman

9 August 2017

Investment Manager's Report

During the first half of the year, the Investment Manager worked towards meeting the Investment Objectives outlined in the Prospectus by deploying the funds raised at the IPO and developing a diverse portfolio of debt investments which would generate a steady return for Shareholders. This initial portfolio deployment phase is now largely complete as a significant amount of the initial capital has been deployed. RM is now finalising investments which will take the Company to being fully invested on a cash basis and generating a steady income stream in order to pay the target returns outlined to investors.

The Market Environment

During the period, there has been significant volatility in both bonds and currencies. Post the Brexit referendum the pound has weakened against the Euro and the Dollar. This has had a negligible effect on NAV as currently nearly all of the currency exposure is fully hedged. Central Bankers globally have been commenting on the likely timing of the reduction or removal of Quantitative Easing which has had an effect on underlying bond yields as the market adjusts future interest rate expectations. Sentiment has also been weakened by the result of the 2017 General Election and how this affects Brexit negotiations along with a concern as to how they will be conducted with a divergence of views between the hard and soft Brexit camps. These moves unsettle the credit market and we have seen a period of weakness across public transactions.

The Portfolio

Over the period, the Company has focused on private debt where borrowers pay an illiquidity premium for bespoke loans which can be combined with security packages negotiated by the Investment Manager, thus giving optimum risk adjusted returns. There have been a number of such transactions completed over the period and the pipeline of such transactions remains strong for the second half of the year. Within this pipeline the Investment Manager sees the most attractive risk adjusted opportunities within two sectors, Property Bridging and Asset Finance. Property Bridging is where loans are made on very limited Loan to Value basis over property and where for a number of reasons borrowers need funding faster than a bank can provide. The Company believes it can fill this gap within the unregulated space by providing the "bridge" and adds value by conducting the due diligence and legal process within an expedited time period. Funding Asset Finance opportunities are attractive due to recourse to a wide pool of hard assets, guarantees from underlying borrowers and significant sponsor equity.

The Investment Manager has reviewed a large number of investment opportunities and the significant majority of these have not been progressed. Typically, the main reasons for transactions not proceeding through initial screening are expectations on pricing not being met, sector restrictions, geography of borrower, ethical restrictions, transaction structure not being deemed attractive, transaction size or loan to value.

The Company also invests in more public transactions which meet the Investment Policy. During the early part of the year public transactions provided some initial opportunities thus reducing the cash drag whilst the Investment Manager conducted due diligence and documentation on the transactions directly originated with borrowers. Whilst there is additional volatility from the public transactions as they are more susceptible to price movements driven by market sentiment, they are important for several reasons. Initially it allows a tactical allocation of capital whilst the Company is holding cash. Secondly it gives the Company diversity into high quality companies which are typically of larger scale with larger financing requirements. Finally, these transactions offer liquidity should the Company wish to participate in another opportunity or require cash for any other corporate purposes.

Over the second half of 2017, the Company will seek to raise capital which should increase diversity for shareholders as well as spreading the fixed costs in order to bring down the Total Expense Ratio.

Outlook

As we look forward to the second half of the year, the Investment Manager is cautious due to the uncertain market outlook and remains vigilant with regards to property prices and the broader economy. However, there are still good opportunities to invest in higher yielding secure debt investments and the current pipeline reflects this. RM continues to identify secured investment opportunities offering downside protection which offer an above average return. Investors are keen to source these investments in this increasingly volatile environment and this is reflected by the strong trading of the shares since launch.

RM Capital Markets Limited

9 August 2017

 
 Ten Largest Holdings 
 As at 30 June 2017 
 
                                                                      Valuation*                            % of 
 Market Sector                    Business Activity                      GBP'000                      Net Assets 
-------------------------------  ------------------------  ---------------------  ------------------------------ 
  Healthcare & Pharmaceuticals     Care provider                           4,863                             8.7 
  Sovereign & Public Finance       Student accommodation                   4,420                             7.9 
  Services (Consumer)              Forecourt operator                      4,093                             7.3 
  Energy (Electricity)             Power plant                             4,000                             7.2 
  Healthcare & Pharmaceuticals     Care provider                           3,870                             6.9 
  Beverage, Food & Tobacco         Casual Dining                           3,765                             6.7 
  Fire (Insurance)                 Insurance Broking                       2,945                             5.3 
  Energy (Electricity)             Power plant                             2,575                             4.6 
  Energy (Electricity)             Power plant                             2,575                             4.6 
  Fire (Finance)                   Consumer finance                        1,954                             3.5 
-------------------------------  ------------------------  ---------------------  ------------------------------ 
 Ten largest holdings                                                     35,060                            62.7 
 Other holdings                                                            7,239                            12.9 
 Total holdings                                                           42,299                            75.6 
---------------------------------------------------------  ---------------------  ------------------------------ 
 Cash and other net assets                                                13,611                            24.4 
 Total net assets                                                         55,910                           100.0 
---------------------------------------------------------  ---------------------  ------------------------------ 
 

*Valuation based on fair values of drawn down amounts, which may be different to the par values as at the reporting date.

Interim Management Report

The directors are required to provide an Interim Management Report in accordance with the UK Listing Authority's Disclosure Guidance and Transparency Rules ('DTR'). The directors consider that the Chairman's Statement and the Investment Manager's Report in this Half-yearly Report, the following statement on related party transactions and the Statement of Directors' Responsibility below, together constitute the Interim Management Report for the Company for the period from its incorporation to 30 June 2017. The principal risks and uncertainties to the Company are detailed in note 14 to the financial statements. The outlook for the Company in the remaining six months of the Company's first financial period is discussed in the Investment Manager's Report.

Related party transactions

Details of the amounts paid to the Company's Investment Manager and the directors during the period are detailed in the notes to the financial statements.

Statement of Directors' Responsibility for the Half-Yearly Report

The directors confirm to the best of their knowledge that:

-- The condensed set of financial statements contained within the Half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting.

-- The interim management report includes a fair review of the information required by 4.2.7R and 4.2.8R of the FCA's DTR.

Norman Crighton

Chairman of the Board of directors

9 August 2017

 
 Unaudited Statement of Comprehensive Income 
 For the period from incorporation on 27 October 2016 
  to 30 June 2017 
                                                       Revenue    Capital                Total 
                                        Notes          GBP'000    GBP'000              GBP'000 
-----------------------------------  ----------  -------------  ---------  ------------------- 
 Loss on investments                                         -      (376)                (376) 
 
 Income                                   3                806          -                  806 
 Investment management fee                4              (139)          -                (139) 
 Other expenses                                          (444)          -                (444) 
 Return before finance costs and 
  taxation                                                 223      (376)                (153) 
 
 Finance costs                                             (3)          -                  (3) 
 Return on ordinary activities 
  before taxation                                          220      (376)                (156) 
 
 Taxation on ordinary activities                             -          -                    - 
 Return on ordinary activities 
  after taxation                                           220      (376)                (156) 
-----------------------------------  ----------  -------------  ---------  ------------------- 
 
 Return per Ordinary Share (pence)        8              0.43p    (0.73p)              (0.30p) 
-----------------------------------  ----------  -------------  ---------  ------------------- 
 
 The total column of this statement is the profit and loss account of 
  the Company. 
 All the revenue and capital items in the above statement derive from 
  continuing operations. 
 'Return on ordinary activities after taxation' is also the 'Total comprehensive 
  income for the period'. 
 The notes form an integral part of these financial statements. 
    Unaudited Statement of Financial Position 
                                                        As at 30 June 2017 
                                                Notes              GBP'000 
    -----------------------------------------  ------  ------------------- 
     Fixed assets 
     Investments at fair value through 
      profit or loss                              5                 42,299 
     Current assets 
     Receivables                                                       352 
     Cash and cash equivalents                                      15,946 
    -----------------------------------------  ------  ------------------- 
                                                                    16,298 
     Payables: amounts falling due within one year 
     Creditors                                    6                (2,687) 
     Net current assets                                             13,611 
     Total assets less current liabilities                          55,910 
    -----------------------------------------  ------  ------------------- 
 
     Net assets                                                     55,910 
    -----------------------------------------  ------  ------------------- 
 
     Capital and reserves: equity 
    -----------------------------------------  ------  ------------------- 
     Share capital                                7                    573 
     Share premium                                                   6,853 
     Special reserve                                                48,640 
     Capital reserve                                                 (376) 
     Revenue reserve                                                   220 
     Total equity                                                   55,910 
    -----------------------------------------  ------  ------------------- 
 
     NAV per share - Ordinary Shares (pence)      9                 97.57p 
    -----------------------------------------  ------  ------------------- 
 
 
    The notes form an integral part of these financial statements. 
 
  Unaudited Statement of Changes in Equity 
  For the period from incorporation on 27 October 2016 to 30 June 2017 
 
                              Share       Share        Special    Capital    Revenue 
                            capital     premium        reserve    reserve    reserve     Total 
                 Notes      GBP'000     GBP'000        GBP'000    GBP'000    GBP'000   GBP'000 
 -------------  -------  ----------  ----------  -------------  ---------  ---------  -------- 
  Balance as 
  at beginning 
  of the 
  period                          -           -              -          -          -         - 
  Return on 
   ordinary 
   activities                     -           -              -      (376)        220     (156) 
  Issue of 
   Ordinary 
   Shares             7         573      56,815              -          -          -    57,388 
  Transfer to 
   special 
   reserve                        -    (48,755)         48,755          -          -         - 
  Share issue 
   costs                          -     (1,207)              -          -          -   (1,207) 
  Dividend 
   paid              10           -           -          (115)          -          -     (115) 
  Balance as 
   at 30 
   June 2017                    573       6,853         48,640      (376)        220    55,910 
 -------------  -------  ----------  ----------  -------------  ---------  ---------  -------- 
 
  Distributable reserves comprise: the revenue reserve; and capital reserves 
   attributable to realised profits including the special reserve. 
 
  Share capital represents the nominal value of shares that have been issued. 
   The share premium includes any premiums received on the issue of share 
   capital. Any transaction costs associated with the issuing of shares are 
   deducted from share premium. 
 
   The notes form an integral part of these financial statements. 
 Unaudited Statement of Cash Flows 
 For the period from incorporation on 27 October 2016 
  to 30 June 2017 
                                                         Notes    GBP'000 
 ----------------------  ----------------------  -------------  --------- 
 Operating activities 
 Return on ordinary activities before finance 
  costs and taxation                                                (153) 
 Add: Realisation of investments at book 
  cost                                                              8,355 
 Less: Purchase of investments                                   (50,884) 
 Adjustment for losses on investments                                 230 
 Increase in debtors                                                (352) 
 Increase in creditors                                              2,687 
 Net cash flow from operating activities                         (40,117) 
-----------------------------------------------  -------------  --------- 
 
 Financing activities 
 Finance costs paid                                                   (3) 
 Share issue proceeds                                        7     57,388 
  Share issue costs                                          7    (1,207) 
 Equity dividends paid                                      10      (115) 
 Net cash flow from financing activities                           56,063 
-----------------------------------------------  -------------  --------- 
 
 Increase in cash                                                  15,946 
 Opening balance at beginning of the period                             - 
-----------------------------------------------  -------------  --------- 
 
 Balance as at 30 June 2017                                        15,946 
-----------------------------------------------  -------------  --------- 
 The notes form an integral part of these 
  financial statements. 
 
 
 
 Notes to the financial statements 
 
 1. General information 
 RM Secured Direct Lending plc (the "Company") was incorporated in 
 England and Wales on 27 October 2016 with registered number 10449530, 
 as a closed-ended investment company. The Company commenced its operations 
 on 15 December 2016. The Company intends to carry on business as 
 an investment trust within the meaning of Chapter 4 of Part 24 of 
 the Corporation Tax Act 2010. 
 The Company's investment objective is to generate attractive and 
  regular dividends through investment in secured debt instruments 
  of UK SMEs and mid-market corporates including any loan, promissory 
  notes, lease, bond or preference share sourced or originated by the 
  Investment Manager with a degree of inflation protection through 
  index-linked returns where appropriate. 
 The Company's shares were admitted to the Official List of the UK 
  Listing Authority with a premium listing on 15 December 2016. On 
  the same day, trading of the Ordinary Shares commenced on the London 
  Stock Exchange. The registered office is Mermaid House, 2 Puddle 
  Dock, London, EC4V 3DB. 
 
 2. Accounting policies 
 The principal accounting policies followed by the Company are set 
  out below: 
 
 (a) Basis of accounting 
 The condensed interim financial statements have been prepared in 
  accordance with IAS 34 Interim 
  Financial Reporting and the Disclosure Guidance and Transparency 
  Rules ('DTRs') of the UK's Financial Conduct Authority. They do not 
  include all of the information required for full annual financial 
  statements. The financial statements have been prepared on the historical 
  cost basis except for the modification to a fair value basis for 
  certain financial instruments as specified in the accounting policies 
  below. 
 They have also been prepared on the assumption that approval as an 
  investment trust will continue to be granted. The financial statements 
  have been prepared on a going concern basis. 
 The functional and presentational currency of the Company is Sterling 
  (GBP). 
 
 (b) Investments 
 Investments consist of loans made by the Company. The loans are designated 
  at initial recognition at fair value through profit and loss and 
  are recorded at fair value. Subsequently, loans are measured at fair 
  value through profit and loss and gains / losses are attributed to 
  the capital column of the Statement of Comprehensive Income. When 
  the loan term expires, the loan is no longer held as an asset. 
 
 (c) Foreign currency 
 Transactions denominated in foreign currencies are translated into 
  sterling at actual exchange rates as at the date of the transaction. 
  Monetary assets and liabilities and non-monetary assets held at fair 
  value denominated in foreign currencies are translated into sterling 
  using London closing foreign exchange rates at the period end. Any 
  gain or loss arising from a change in exchange rates is included 
  as an exchange gain or loss to capital or revenue in the Statement 
  of Comprehensive Income as appropriate. Foreign exchange movements 
  on investments are included in the Statement of Comprehensive Income 
  within loss on investments. 
 (d) Income 
 Interest income is recognised in the revenue column of the Statement 
  of Comprehensive Income on a time-apportioned basis using the effective 
  interest rate method. 
 
 (e) Capital reserves 
 Realised and unrealised gains and losses on the Company's investments 
  are recognised in the capital column of the Statement of Comprehensive 
  Income and allocated to the capital reserve. 
 
 (f) Expenses 
 All expenses are accounted for on an accruals basis. Expenses are 
  recognised in the revenue column of the Statement of Comprehensive 
  Income. 
 
 Management fees and finance costs 
 The Company is expecting to derive its returns predominantly from 
  interest income. Therefore, the Board has adopted a policy of allocating 
  all management fees and finance costs to the revenue column of the 
  Statement of Comprehensive Income. 
 
 (g) Taxation 
 The charge for taxation is based upon the net revenue for the year. 
  The tax charge is allocated to the revenue and capital accounts according 
  to the marginal basis whereby revenue expenses are first matched 
  against taxable income arising in the revenue account. Deferred taxation 
  will be recognised as an asset or a liability if transactions have 
  occurred at the initial reporting date that give rise to an obligation 
  to pay more taxation in the future, or a right to pay less taxation 
  in the future. An asset will not be recognised to the extent that 
  the transfer of economic benefit is uncertain. 
 
 (h) Financial liabilities 
 Bank loans and overdrafts are initially recorded at the proceeds 
  received net of direct issue costs and subsequently measured at amortised 
  cost using the effective interest rate. 
 
 (i) Dividends 
 Interim dividends to the holders of shares are recorded in the Statement 
  of Changes in Equity on the date that they are paid. Final dividends 
  are recorded in the Statement of Changes in Equity when they are 
  approved by Shareholders. 
 
 (j) Estimates and assumptions 
 The preparation of financial statements requires the directors to 
  make estimates and assumptions that affect the application of accounting 
  policies and the reported amounts of assets, liabilities, income 
  and expenses. Although these estimates are based on management's 
  best knowledge of current facts, circumstances and, to some extent, 
  future events and actions, the Company's actual results may ultimately 
  differ from those estimates, possibly significantly. 
 
 3. Income 
                                                                                                                                 Period ended 
                                                                                                                                 30 June 2017 
                                                                                                                                      GBP'000 
-----  ------------------------   ---------------  ------------------------------------------------------------------------------------------ 
        Income from investments 
        Bond and loan interest                                                                                                            754 
        Bank interest                                                                                                                      17 
        Other income                                                                                                                       35 
                                                   ------------------------------------------------------------------------------------------ 
                                                                                                                                          806 
       ------------------------   ---------------  ------------------------------------------------------------------------------------------ 
    4. Investment management fee 
                                    As at 30 June 2017 
                                               GBP'000 
     -------------------------     ------------------- 
      Basic fee: 
      100% charged to revenue                      139 
                                   ------------------- 
                                                   139 
        -------------------------  ------------------- 
 
 
    The Company's investment manager is RM Capital Markets Limited (the 
    'Investment Manager'). The Investment Manager is entitled to receive 
    a management fee payable monthly in arrears and is at the rate of 
    one-twelfth of 0.5% if funds raised are less than GBP75 million. 
    If the Investment Manager raises funds in excess of GBP75 million 
    then they are entitled to receive a management fee one twelfth of 
    0.875% per calendar month of Net Asset Value payable monthly in arrears. 
    There is no performance fee payable to the Investment Manager. 5. Investment at fair value through profit or loss 
                                                                As at 30 June 2017 
                                                                           GBP'000 
      --------------------------    ---------------------------------------------- 
      Financial assets held: 
      Debt securities and loan 
       investments                                                          42,299 
                                    ---------------------------------------------- 
                                                                            42,299 
        --------------------------  ---------------------------------------------- 
 
     6. Creditors 
                                            As at 30 June 2017 
                                                       GBP'000 
     ---------------------------------     ------------------- 
      Amounts falling due within 
       one year: 
      Purchases for future settlement                    2,109 
      Other creditors                                      578 
                                           ------------------- 
                                                         2,687 
        ---------------------------------  ------------------- 
 
 
    7. Share capital 
                                                                                 30 June 2017                                    30 June 2017 
                                                                                No. of Shares                                         GBP'000 
       ------------------------   ---------------  ------------------------------------------  ---------------------------------------------- 
        Allotted, issued & 
         fully paid: 
        Ordinary Shares of 
         1p                                                                        57,300,000                                             573 
                                                   ------------------------------------------  ---------------------------------------------- 
                                                                                   57,300,000                                             573 
       ------------------------   ---------------  ------------------------------------------  ---------------------------------------------- 
 
 On incorporation, the issued share capital of the Company was GBP0.01 
  represented by one Ordinary Share, held by RM Capital Markets Limited 
  as subscriber to the Company's memorandum of association. The Ordinary 
  share was fully paid up. 
 
 To enable the Company to obtain a certificate of entitlement to conduct 
  business and to borrow under Section 761 of the Act, on 3 November 
  2016, 50,000 redeemable management shares of GBP1 each ("Management 
  Shares") were allotted to the Investment Manager. The Management 
  Shares were fully paid up and were redeemed at the same price, immediately 
  following Admission 15 December 2016 out of the proceeds of the Issue. 
 
 On 15 December 2016, 50,300,000 Ordinary Shares of 1p each ("Ordinary 
  Shares") were allotted and issued to shareholders as part of the 
  placing and offer for subscription in accordance with the Company's 
  prospectus dated 24 November 2016. 
 
 Share Movement 
 The table below sets out the share movement since incorporation on 
  27 October 2016 to 30 June 2017. 
 
 For the period from 27 October 2016 to 30 June 2017 
 
                                                                                                                                    Shares in 
                                                                                                                                     issue at 
                                    Shares issued                             Shares redeemed                                    30 June 2017 
       ------------------------   ---------------  ------------------------------------------  ---------------------------------------------- 
        Management Shares                  50,000                                    (50,000)                                               - 
        Ordinary Shares                57,300,000                                           -                                      57,300,000 
       ------------------------   ---------------  ------------------------------------------  ---------------------------------------------- 
 
 On 19 May 2017, a further 7,000,000 Ordinary Shares of 1p each were 
  allotted and issued to shareholders. 
 
 8. Return per Ordinary Share 
 
 Total return per Ordinary Share is based on the loss on ordinary 
  activities after taxation of GBP156,000. 
 
 Based on the weighted average of number of 51,608,081 Ordinary Shares 
  in issue from commencement of the Company's operations on 15 December 
  2016 to 30 June 2017, the returns per share were as follows: 
 
                                                                                                                                 Period ended 
                                                                                                                                 30 June 2017 
 
                                          Revenue                                     Capital                                           Total 
        Return per Ordinary 
         Share                              0.43p                                     (0.73p)                                         (0.30p) 
-----  -------------------------  ---------------  ------------------------------------------  ---------------------------------------------- 
 
 9. Net asset value per share 
 
 The net asset value per share attributable to the ordinary shareholders 
  at the period end were as follows: 
 
                                                                              Net Asset Value                                      Net assets 
                                                                                    per share                                       available 
                                                                                 30 June 2017                                    30 June 2017 
                                                                                      (pence)                                         GBP'000 
 
        Ordinary Shares (57,300,000 shares 
         in issue)                                                                      97.57                                          55,910 
-----  ------------------------------------------  ------------------------------------------  ---------------------------------------------- 
 
 The net asset value per share is based on total shareholders' funds 
  above, and on 57,300,000 Ordinary Shares in issue at the period end. 
 
 10. Dividend 
 
 On the 23 May 2017, the directors approved the payment of an interim 
  dividend to ordinary shareholders at the rate of 0.2 pence per Ordinary 
  Share. The dividend had a record date of 2 June 2017 and was paid 
  on 30 June 2017. The dividend was funded from the Company's Special 
  Reserve. 
 
 On 4 August 2017, the directors approved the payment of an interim 
  dividend at the rate of 0.2 pence per Ordinary Share. The dividend 
  will have a record date of 18 August 2017 and will be payable on 
  15 September 2017. The dividend will be funded from the Company's 
  Special Reserve. 
 
  11. Related party transactions 
 
 Fees payable to the Investment Manager are shown in the Statement 
  of Comprehensive Income. At 30 June 2017 the fee outstanding to the 
  Investment Manager was GBP23,296. 
 Fees are payable at an annual rate of GBP36,000 to the Chairman, 
  GBP33,000 to the Chairman of the Audit Committee and GBP30,000 to 
  the other director. 
 The directors had the following shareholdings in the Company, all 
  of which are beneficially owned. 
                                                                                                                              Ordinary shares 
                                                                                                                              At 30 June 2017 
       ------------------------   ---------------  ------------------------------------------------------------------------------------------ 
        Norman Crighton                                                                                                                20,000 
        Guy Heald                                                                                                                      20,000 
        Marlene Wood                                                                                                                   20,000 
       ------------------------   ---------------  ------------------------------------------------------------------------------------------ 
 
  12. Classification of financial instruments 
 
  IFRS 13 requires the Company to classify its investments in a fair 
   value hierarchy that reflects the significance of the inputs used 
   in making the measurements. IFRS 13 establishes a fair value hierarchy 
   that prioritises the inputs to valuation techniques used to measure 
   fair value. The three levels of fair value hierarchy under IFRS 13 
   are as follows: 
  Level 1 
  Inputs are quoted prices in active markets for identical assets or 
   liabilities that the entity can access at the measurement date. 
  Level 2 
  Inputs other than quoted market prices included within Level 1 that 
   are observable for the asset or liability, either directly or indirectly. 
  Level 3 
  Inputs are unobservable for the asset or liability. 
 
  The classification of the Company's investments held at fair value 
   through profit or loss is detailed in the table below: 
                                                                                          30 June 2017 
                                                                   Level 1            Level 2           Level 3                         Total 
                                                                   GBP'000            GBP'000           GBP'000                       GBP'000 
 -----  ------------------------  ---------------  -----------------------  -----------------  ----------------  ---------------------------- 
 
  Financial assets                                                       -             21,491            20,808                        42,299 
                                                                         -             21,491            20,808                        42,299 
 -----  ------------------------  ---------------  -----------------------  -----------------  ----------------  ---------------------------- 
  Level 3 holdings are valued using a discounted cash flow analysis 
   and benchmarked discount/interest rates appropriate to the nature 
   of the underlying loan and the date of valuation. Alternative valuation 
   methodologies, if appropriate, are applied if the particular loan 
   is "non-standard". 
  There have been no movements between levels during the reporting 
   period. 
 
  13. Post balance sheet events 
  There are no other post balance sheet events to report. 
 
 

14. Principal risks and uncertainties

   (i)    Market risks 

Availability of appropriate investments

There is no guarantee that loans will be made in a timely manner.

Before the Company is able to make or acquire loans, the Investment Manager is required to complete necessary due diligence and enter into appropriate legal documentation. There can be no guarantee these steps will occur.

In addition the Company may become subject to competition in sourcing and making investments. Some of the Company's competitors may have greater financial, technical and marketing resources or a lower cost of capital and the Company may not be able to compete successfully for investments. Competition for investments may lead to the available interest coupon on investments decreasing, which may further limit the Company's ability to generate its desired returns.

If the Investment Manager is not able to source a sufficient number of suitable investments within a reasonable time frame whether by reason of lack of demand, competition or otherwise, a greater proportion of the Company's assets will be held in cash for longer than anticipated and the Company's ability to achieve its investment objective will be adversely affected. To the extent that any investments to which the Company is exposed prepay, mature or are sold it will seek to reinvest such proceeds in further investments in accordance with the Company's investment policy.

Market sectors

Loans will be made to borrowers that operate in different market sectors each of which will have risks that are specific to that particular market sector.

UK exit from the European Union

A referendum was held on 23 June 2016 to decide whether the UK should remain in the EU. A vote was given in favour of the UK leaving the EU ("Brexit"). The extent of the impact on the Company will depend in part on the nature of the arrangements that are put in place between the UK and the EU following Brexit and the extent to which the UK continues to apply laws that are based on EU legislation. In addition, the macroeconomic effect of a Brexit on the value of investments in the lending market and, by extension, the value of investments in the Portfolio is unknown. As such, it is not possible to state the impact that Brexit will have on the Company and its investments. It could also potentially make it more difficult for the Company to raise capital in the EU and/or increase the regulatory compliance burden on the Company. This could restrict the Company's future activities and thereby negatively affect returns.

Management of risks

The Company has appointed an experienced investment Manager who directly sources loans. The Company is investing in a wide range of loan types and sectors and therefore benefits from diversification. Investment restrictions are relatively flexible giving the advisor ability to take advantage of diverse loan opportunities.

The Investment Manager, AIFM, Broker and the Board review market conditions on an ongoing basis.

   (ii)   Risks associated with meeting the Company's investment objective or target dividend yield 

The Company's investment objective is to generate attractive and regular dividends through investment in loans sourced or originated by the Investment Manager and to generate capital appreciation by virtue of the fact that the returns on some loans will be index-linked. The declaration, payment and amount of any future dividends by the Company will be subject to the discretion of the directors and will depend upon, amongst other things, the Company successfully pursuing the investment policy and the Company's earnings, financial position, cash requirements, level and rate of borrowings and availability of profit, as well the provisions of relevant laws or generally accepted accounting principles from time to time.

Management of risks

The Investment Manager has a target portfolio yield which covers the level of dividend targeted by the Company. The Board reviews the position at Board meetings.

(iii) Credit risks

The Company's investments will be predominantly in the form of loans whose revenue streams are secured against contracted, predictable medium to long-term cash flows and/or physical assets, and whose debt service payments are dependent on such cash flows and/or the sale or refinancing of the physical assets.

There are a number of risks that could result in either the cash flows of the borrower being lower than anticipated or the sale or refinancing of the physical assets not generating as much capital as anticipated. This would potentially adversely affect the ability of the borrower to service its debts including any loans. The key risks relating to the loans include risks relating to residual value, counterparty default, reliance on sub-contractors and/or servicers, senior debt covenant breach risk, bridge loans, no control over decisions made at project and asset level, assumptions and errors in targeted returns on loans and financial models, liability of operating risk, rates of inflation, rates of interest, insurance costs and availability, delays in the receipt of anticipated cash flows, acquisition risks and borrower default, loan non-performance and collateral risks.

Management of risks

The Asset Finance Team of the Investment Manager reports a number of key metrics on a monthly basis to its Credit Committee including pipeline project information, outstanding loan balances, lending book performance and early warning indicators. The Team also monitors ongoing credit risks in respect of the loans.

(iv) Leverage risks

The Company may use borrowings to seek to enhance investment returns. While the use of borrowings should enhance the total return on the Shares where the return on the Company's underlying assets is rising and exceeds the cost of borrowing, it will have the opposite effect where the return on the Company's underlying assets is falling or rising at a lower rate than the cost of borrowing, reducing the total return on the Shares. As a result, the use of borrowings by the Company may increase the volatility of the Net Asset Value per Share.

Any reduction in the value of the Company's investments may lead to a correspondingly greater percentage reduction in its Net Asset Value (which is likely to adversely affect the market price of a Share). Any reduction in the number of Shares in issue (for example, as a result of buy-backs or tender offers) will, in the absence of a corresponding reduction in borrowings, result in an increase in the Company's level of gearing.

Management of risks

In accordance with its borrowing and gearing policy, the Company borrowings are limited to up to 20% of its net asset value calculated at the time of draw down.

   (v)   Interest rate risks 

Loans

The Company may make loans based on estimates or projections of future interest rates because the Investment Manager expects that the underlying revenues and/or expenses of a borrower to whom the Company provides loans will be linked to interest rates, or that the Company's returns from a loan are linked to interest rates. If actual interest rates differ from such expectation, the net cash flows of the borrower or payable to the Company may be lower than anticipated.

Borrowings

The Company will pay interest on its borrowings. As such, the Company is exposed to interest rate risk due to fluctuations in the prevailing market rates.

Management of risks

The Investment Manager's investment process takes into account interest rate risk. The investment strategy is to invest in loans with maturities typically between 2 and 10 years. Exposure to predominantly higher yielding loans and possible floating rate investments can mitigate interest rate risk to some extent.

(vi) Corporate governance and internal control risks

The Company has no employees and the directors have all been appointed on a non-executive basis. The Company must therefore rely upon the performance of third party service providers to perform its executive functions. In particular, the AIFM, the Investment Manager, the Administrator, the Company Secretary, the Registrar and their respective delegates, if any, will perform services that are integral to the Company's operations and financial performance.

Poor performance of the above service providers could lead to various consequences including the loss of the Company's assets, inadequate returns to shareholders and loss of investment trust status.

Management of risks

Each of the above contracts was entered into after full and proper consideration of the quality and cost of services offered, including the financial control systems in operation in so far as they relate to the affairs of the Company. All of the above services are subject to ongoing oversight of the Board and the performance of the principal service providers is reviewed on a regular basis.

(vii) Regulatory risks

The Company and its operations are subject to laws and regulations enacted by national and local governments and government policy. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. Any change in the laws, regulations and/or government policy affecting the Company or any changes to current accountancy regulations and practice in the UK may have a material adverse effect on the ability of the Company to successfully pursue its investment policy and meet its investment objective and/or on the value of the Company and the Shares. In such event, the performance of the Company, the Net Asset Value, the Company's earnings and returns to Shareholders may be materially adversely affected.

Management of risks

The Company has contracted out relevant services to appropriately qualified professionals. The Secretary and AIFM report on compliance matters to the Board on a quarterly basis and the Board has access to the advice of its Corporate Broker on a continuing basis. The assessment of regulatory risks forms part of the Board's risk assessment programme.

 
 15. Status of this report 
 These financial statements are not the Company's statutory accounts 
  for the purposes of section 434 of the Companies Act 2006. They are 
  unaudited. The Half-yearly financial report will be made available 
  to the public at the registered office of the Company. The report 
  will be available in electronic format on the Company's website (www.rm-funds.co.uk). 
 
 The Half-yearly financial report was approved by the Board on 9 August 
  2017. 
 

Directors, investment manager and advisers

Directors (all non-executive)

Norman Crighton (Non-Executive Chairman)

Guy Heald

Marlene Wood

Registered Office*

Mermaid House

2 Puddle Dock

London

EC4V 3DB

Investment Manager

RM Capital Markets Limited

7 Melville Crescent

Edinburgh

EH3 7JA

AIFM

International Fund Management Limited

Sarnia House

Le Truchot

St Peter Port

Guernsey

GY1 4NA

Administrator and Company Secretary

PraxisIFM Fund Services (UK) Limited

Mermaid House

2 Puddle Dock

London

EC4V 3DB

Auditor

Ernst & Young LLP

25 Churchill Place

London

E14 5EY

Registrar

Capita Registrars Limited

The Registry

34 Beckenham Road

Beckenham

Kent

BR3 4TU

Broker

Nplus1 Singer Advisory LLP

1 Bartholomew Lane

London

EC2N 2AX

Solicitors to the Company

Gowling WLG (UK) LLP

4 More London Riverside

London

SE1 2AU

 
 * Registered in England and Wales No. 
  10449530 
 

For further information contact:

Anthony Lee / Ciara McKillop

PraxisIFM Fund Services (UK) Limited

Tel: 020 7653 9690

The Half-yearly financial report will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM

END

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR BGGDISXGBGRC

(END) Dow Jones Newswires

August 09, 2017 07:00 ET (11:00 GMT)

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