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| 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 |
From Apr 2019 to Apr 2024
TIDMRMDZ TIDMRMDL
RNS Number : 4027X
RM ZDP PLC
10 August 2018
RM ZDP PLC
LEGAL ENTITY IDENTIFIER ('LEI'): 213800QYQTLY4A32F885
HALF-YEARLY FINANCIAL REPORT
For the period from incorporation on 21 February 2018 to 30 June 2018
INTERIM MANAGEMENT REPORT
Overview and important events
RM ZDP plc (the "Company") was incorporated in England and Wales on 21 February 2018. The Company is a wholly owned subsidiary of RM Secured Direct Lending plc ("RMDL") and was incorporated for the sole purpose of issuing the ZDP Shares, described in note 6 to the financial statements.
The non-executive directors of the Company are Norman Crighton, Guy Heald and Marlene Wood who also act as directors of RMDL. The Directors have overall responsibility for the Company's activities. The Directors have delegated certain functions to other parties, such as the AIFM, the Administrator and the Registrar.
On 3 April 2018, 10,869,950 ZDP shares were issued and admitted to trading on the standard segment of the Official List of the London Stock Exchange. The Company has made a loan of the gross proceeds raised from the issue of the ZDP Shares to RMDL pursuant to the ZDP Loan Agreement between the Company and RMDL. The Company's only material financial obligations are in respect of the ZDP Shares. Its only material assets are the ZDP Loan and the obligation of RMDL, under the Undertaking between RMDL and the Company, to put the Company in a position to meet its obligations in respect of the ZDP Shares and to pay its operating expenses.
Subject to the Companies Act, on a return of capital, on a winding-up or otherwise, ZDP Shareholders will be entitled to receive an amount equal to the Initial Capital Entitlement of 100 pence per ZDP Share, increased at such daily accrual rate as compounds annually to give a Final Capital Entitlement of 110.91 pence per ZDP Share at the ZDP Repayment Date of 6 April 2021, which is equivalent to a Redemption Yield of 3.5 per cent. per annum (compounded annually).
As at 30 June 2018 the accrued capital entitlement per ZDP Share was 100.86p and the share price per ZDP Share was 101.5p.
Objective
The objective of the Company is to meet the final capital entitlement of the ZDP Shares at the ZDP Repayment Date.
Principal risks and uncertainties
The principal risk and uncertainties faced by the Company arise from the Loan Agreement with RMDL and the ability of RMDL to meet its obligations under the Loan Agreement and the Undertaking. In order to mitigate these risks, there are various restrictions applicable to RMDL in the Loan Agreement and the Undertaking. In addition, under the Investment Policy of RMDL, there is a limit that gearing represented by borrowings, including any obligations owed by RMDL in respect of an issue of zero dividend preference shares (whether issued by RMDL or any other member of its group) or any third-party borrowings, will not, in aggregate, exceed 20 per cent. of the net asset value of RMDL calculated at the time of drawdown. The unaudited Gross Assets of RMDL at 30 June 2018 were GBP107.6 million.
Related party transactions
Details of related party transactions are provided 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 Disclosure Guidance and Transparency Rules.
Norman Crighton
Chairman of the Board of directors
9 August 2018
Hot Features
Premium
Unaudited Statement of Comprehensive Income
For the period from incorporation on 21 February
2018 to 30 June 2018
Period ended
30 June 2018
GBP'000
---------------------------------------------------------- -------- ------------------------
Income
Investment income 53
Administration expenses (41)
Return before finance costs and taxation 12
Finance costs (93)
Return on ordinary activities before
taxation (81)
Taxation (3)
Return on ordinary activities after taxation (84)
---------------------------------------------------------- -------- ------------------------
Return per Ordinary Share (pence) (1.68p)
---------------------------------------------------------- -------- ------------------------
All 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 unaudited financial
statements.
Unaudited Statement of Financial Position
As at 30
June 2018
GBP'000
-------------------------------------------------------------------- ------- ---------------------
Non-current assets
Loan and receivables 10,923
Total non-current assets 10,923
-------------------------------------------------------------------- ------- ---------------------
Current assets
Cash and cash equivalents 18
Prepayments and other debtors 128
Total current assets 146
-------------------------------------------------------------------- ------- ---------------------
Total assets 11,069
-------------------------------------------------------------------- ------- ---------------------
Current liabilities
Other payables (102)
-------------------------------------------------------------------- ------- ---------------------
Total current liabilities (102)
-------------------------------------------------------------------- ------- ---------------------
Non-current liabilities
Zero Dividend Preference Shares (10,963)
Total non-current liabilities (10,963)
-------------------------------------------------------------------- ------- ---------------------
Total liabilities (11,065)
-------------------------------------------------------------------- ------- ---------------------
Net assets 4
-------------------------------------------------------------------- ------- ---------------------
Capital and reserves: equity
Share capital 50
Capital contribution 38
Profit and loss reserve (84)
Total Shareholders' funds 4
-------------------------------------------------------------------- ------- ---------------------
NAV per share - Ordinary Shares (pence) 8.00p
Accrued capital entitlement - ZDP Shares (pence) 100.86p
-------------------------------------------------------------------- ------- ---------------------
The Company is registered in England and Wales with registered
company number 11217952.
The notes form an integral part of these unaudited financial
statements.
Unaudited Statement of Changes in Equity
For the period from incorporation on 21 February 2018
to 30 June 2018
Share Capital Profit and
capital contribution loss reserve Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- ----- ------------- ---------------- ---------------- ---------------
Balance as at beginning
of the period - - - -
Return on ordinary
activities - - (84) (84)
Capital contribution - 38 - 38
Issue of Ordinary Shares 50 - - 50
Balance as at 30 June 2018 50 38 (84) 4
---------------------------- ----- ------------- ---------------- ---------------- ---------------
Share capital represents the nominal value of the Company's
Ordinary Shares that have been issued.
The notes form an integral part of these unaudited financial
statements.
Unaudited Statement of Cash Flows
For the period from incorporation on 21 February
2018 to 30 June 2018
Period ended
30 June 2018
GBP'000
-------------------------------------------------------------------- ------- ---------------------
Operating activities
Return on ordinary activities before finance
costs and taxation* 12
Adjustment for taxation (3)
Increase in receivables (168)
Increase in other payables 142
Net cash flow from operating activities (17)
-------------------------------------------------------------------- ------- ---------------------
Investing activities
Loan investments (10,923)
Net cash flow used in investing activities (10,923)
-------------------------------------------------------------------- ------- ---------------------
Financing activities
ZDP Share issue proceeds 10,870
Share issue proceeds 50
Capital contribution 38
Net cash flow from financing activities 10,958
-------------------------------------------------------------------- ------- ---------------------
Increase in cash 18
Opening balance at beginning of the period -
-------------------------------------------------------------------- ------- ---------------------
Balance as at 30 June 2018 18
-------------------------------------------------------------------- ------- ---------------------
* There was no cash inflow from investment income during the
period.
The notes form an integral part of these unaudited financial
statements.
Notes to the unaudited financial statements
1. General information
RM ZDP plc ("the Company" or "ZDP") was incorporated in England
and Wales on 21 February 2018, with registered number 11217952
as a public company limited by shares under the Companies
Act. The Company commenced its operations on 3 April 2018.
2. Significant 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 and have been prepared on the historical cost basis.
The interim financial statements have been prepared on a going
concern basis. The Company relies on its parent company's
ability to repay the Loan and in its capacity as counterparty
to the Deed of Undertaking (as detailed in note 3) to continue
in operation as a going concern.
The functional and presentational currency of the Company
is Sterling (GBP).
(b) Financial instruments at amortised cost
Loan and receivables and Zero Dividend Preference Shares (ZDP
Shares)
The loan made by the Company to its parent company and the
ZDP Shares were initially recognised at cost and are subsequently
measured at amortised cost using the effective interest rate
method.
Financial assets are assessed for impairment at each reporting
date.
(c) Income
Interest income is recognised on an accruals basis in the
Statement of Comprehensive Income on a time-apportioned basis
using the effective interest rate method.
(d) Expenses
All expenses are accounted for on an accruals basis and recognised
in the Statement of Comprehensive Income.
(e) Taxation
The charge for taxation is based upon the net return for the
period using the applicable UK corporation tax rate for the
reporting period. It takes into account both deductible and
non-deductible income and expenses incurred in the reporting
period. 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.
(f) 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. Loan and receivables
Period
ended
30 June
2018
GBP'000
----------------------------------------------------------------------------- ---------------------
Amount advanced to RM Secured Direct Lending Fund
plc 10,870
Investment income during the period 53
Closing balance 10,923
----------------------------------------------------------------------------- ---------------------
Intercompany Loan Agreement
The ZDP Loan Agreement was entered into immediately prior
to Admission, between the Company (as lender) and RMDL (as
borrower) pursuant to which, immediately following Admission,
the Company lent RMDL the Gross ZDP Placing Proceeds, which
has been applied by RMDL towards making investments in accordance
with its Investment Policy and for working capital purposes.
The ZDP Loan Agreement provides that, interest will accrue
on the ZDP Loan daily at a rate of 2% per annum, compounded
annually on each anniversary of Admission of the ZDP Shares
and will be rolled up and paid to the Company along with repayment
of the principal amount of the ZDP Loan on the date falling
2 Business Days before the ZDP Repayment Date of 6 April 2021,
provided that the ZDP Loan shall become repayable by the Company
immediately upon the passing of a Winding-Up Resolution, a
ZDP Recommended Resolution or a ZDP Reconstruction Resolution.
Deed of Undertaking
The Undertaking was entered into immediately prior to Admission,
between the Company (as beneficiary) and RMDL (as grantor)
pursuant to which, to the extent that the Final Capital Entitlement
multiplied by the number of outstanding ZDP Shares as at the
ZDP Repayment Date (or, if earlier, the accrued capital entitlement
multiplied by the number of outstanding ZDP Shares following
the date on which a Winding-Up Resolution is approved) exceeds
the aggregate principal amount and accrued interest due from
RMDL to the Company pursuant to the ZDP Loan Agreement as
at the ZDP Repayment Date (the "Additional Funding Requirement"),
RMDL shall: (i) subscribe an amount equal to or greater than
the Additional Funding Requirement for Subsidiary Ordinary
Shares (the "Additional Shares"); or (ii) make a capital contribution
or gift or otherwise pay an amount equal to or greater than
(where rounding is required) the Additional Funding Requirement.
Where applicable, the Additional Shares may be Subsidiary
Ordinary Shares or such other class of shares in the Company
as is agreed between the Company and RMDL.
During the period to 30 June 2018, further to its initial
subscription for Ordinary Shares, RMDL contributed GBP38,000
to the Company.
4. Taxation
Period
ended
30 June
2018
Analysis of tax charge for the period GBP'000
----------------------------------------------------------------------------- ---------------------
Corporation tax 3
Total tax charge for the period 3
----------------------------------------------------------------------------- ---------------------
5. Basic and diluted loss per Ordinary Share
The calculation of loss per Ordinary Share is based on the
net loss for the period of GBP84,000 and a weighted average
number of 50,000 Ordinary Shares in the period.
6. Zero Dividend Preference ('ZDP') Shares
Period
ended
30 June
2018
GBP'000
----------------------------------------------------------------------------- ---------------------
Opening balance -
Issue proceeds of ZDP Shares 10,870
Accrued interest during the period 93
----------------------------------------------------------------------------- ---------------------
Closing balance 10,963
The ZDP Shares are recorded as a liability in the financial
statements and are measured at amortised cost. Based on the
share price of the ZDP Shares of 101.5p per ZDP Share at 30
June 2018, the fair value of the ZDP Shares was GBP11,033,000.
On 3 April 2018, the Company issued 10,869,950 ZDP Shares
of a nominal value of 1 pence each at a placing price of 100
pence each to raise gross proceeds of GBP10,869,950, which
were allotted and fully paid up.
Rights attaching to the ZDP Shares
The ZDP Shares carry no right to receive dividends or other
distributions out of revenue or any other profits of the Company.
The ZDP Shares will have a life of 3 years and, on that basis,
a Final Capital Entitlement of 110.91 pence per ZDP Share
on the ZDP Repayment Date of 6 April 2021, equivalent to a
Redemption Yield of 3.5% per annum (compounded annually) on
the Issue Price.
Under the obligations of ZDP Loan Agreement, the Ordinary
Shares and the C Shares of RMDL rank behind the ZDP Shares.
Voting rights of ZDP Shares
The ZDP Shareholders shall have the right to receive notice
of all general meetings of the Company for information purposes,
but shall have no right to attend or vote at any such meeting
of the Company. For the avoidance of doubt:
-- any resolution to alter, modify or abrogate the special
rights or privileges attached to the ZDP Shares shall require
separate class consent (by special resolution) at a class
meeting of ZDP Shareholders convened and held in accordance
with the ZDP Articles (a "ZDP Class Consent"); and
-- any ZDP Recommended Resolution or any resolution to approve
a, ZDP Reconstruction Proposal (if required) shall only be
approved by Ordinary Shareholders of the Company provided
they have first been approved by way of a ZDP Class Consent.
7. Share capital
As at 30 June 2018
Number of Nominal
Allotted, issued and fully paid: shares GBP'000
----------------------------------------------------------- ---------------- ---------------------
Ordinary Shares of GBP1 each 50,000 50
----------------------------------------------------------- ---------------- ---------------------
On incorporation, the Company issued 50,000 Ordinary Shares
of a nominal value of GBP1.00 each which were subscribed by
RMDL and are fully paid up.
Voting rights
Save as described in note 6, the Ordinary Shares have full
voting rights in the Company. The ZDP Shareholders shall have
the right to receive notice of all general meetings of the
Company for information purposes, but shall have no right
to attend or vote at any such meeting of the Company.
8. Net asset value ('NAV') / Accrued capital entitlement per
ZDP Share
Accrued
capital
Attributable entitlement NAV
Shares to Shareholders per share per share
As at 30 June 2018 in issue (GBP'000) (p) (p)
---------------- ----------------- ---------------- ---------------------
Ordinary Shares 50,000 4 n/a 8.00
Zero Dividend
Preference
Shares 10,869,950 10,963 100.86 n/a
---------------------- ---------------- ----------------- ---------------- ---------------------
The accrued capital entitlement per ZDP Share is considered
to be an Alternative Performance Measure.
9. Related parties
Details of the loan agreement between the Company and its
parent company, RMDL, are disclosed in note 3.
The Directors shall not be entitled to receive remuneration
in respect of their performance of their duties as ZDP Directors
nor shall they be entitled to receive any expenses in relation
to their role of ZDP Directors. As at the period end, the
Directors held no shareholding in the Company.
The Company had no employees during the period ended 30 June
2018.
10. Subsequent events
There are no post period end events other than those disclosed
in this report.
11. Status of the report
These interim financial statements are not the Company's statutory
accounts for the purposes of section 434 of the Companies
Act 2006. They are unaudited. The unaudited Half-yearly financial
report will be made available to the public at the registered
office of the Company. The report will also be available in
electronic format on the parent Company's website, www.rm-funds.co.uk.
The Half-yearly financial report was approved by the Board
on 9 August 2018.
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 news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR BRGDIGXGBGIC
(END) Dow Jones Newswires
August 10, 2018 02:01 ET (06:01 GMT)
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