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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 : 9381I
RM ZDP PLC
14 August 2019
RM ZDP PLC
LEGAL ENTITY IDENTIFIER ('LEI'): 213800QYQTLY4A32F885
HALF-YEARLY FINANCIAL REPORT
For the six months ended 30 June 2019
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 Zero Dividend Preference Shares (the "ZDP Shares").
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 2019 the accrued capital entitlement per ZDP Share was 104.38p and the share price per ZDP Share was 105.5p.
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 2019 were GBP110 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
13 August 2019
Hot Features
Premium
Unaudited Statement of Comprehensive Income
Six Months
ended 21 February 21 February
30 June 2018 to 30 2018 to 31
2019 June 2018 December 2018
Notes GBP'000 GBP'000 GBP'000
---------------------------------- ------ ------------------ -------------- ------------------
Income
Investment income 110 53 163
Administration expenses (45) (41) (58)
Result from operating activities 65 12 105
Finance costs (192) (93) (285)
Loss before taxation (127) (81) (180)
Taxation 4 (12) (3) (20)
Loss after taxation (139) (84) (200)
---------------------------------- ------ ------------------ -------------- ------------------
Return per Ordinary Share
(pence) 5 (278.00p) (168.00p) (400.00p)
---------------------------------- ------ ------------------ -------------- ------------------
There were no items of other comprehensive income in the current period
therefore the loss for the period are also the total comprehensive
loss for the period.
Unaudited Statement of Financial Position
As at 31
As at 30 As at 30 December
June 2019 June 2018 2018
Notes GBP'000 GBP'000 GBP'000
------------------------------------------- ------ -------------- ------------------ ------------
Non-current assets
Financial assets at amortised cost 3 11,346 10,923 11,155
Total non-current assets 11,346 10,923 11,155
------------------------------------------- ------ -------------- ------------------ ------------
Current assets
Cash and cash equivalents 18 18 18
Trade and other receivables 92 128 79
Total current assets 110 146 97
------------------------------------------- ------ -------------- ------------------ ------------
Total assets 11,456 11,069 11,252
------------------------------------------- ------ -------------- ------------------ ------------
Current liabilities
Trade and other payables (60) (102) (47)
------------------------------------------- ------ -------------- ------------------ ------------
Total current liabilities (60) (102) (47)
------------------------------------------- ------ -------------- ------------------ ------------
Non-current liabilities
Zero Dividend Preference Shares 6 (11,346) (10,963) (11,155)
Total non-current liabilities (11,346) (10,963) (11,155)
------------------------------------------- ------ -------------- ------------------ ------------
Total liabilities (11,406) (11,065) (11,202)
------------------------------------------- ------ -------------- ------------------ ------------
Net assets 50 4 50
------------------------------------------- ------ -------------- ------------------ ------------
Capital and reserves: equity
Share capital 7 50 50 50
Capital contribution 339 38 200
Profit and loss reserve (339) (84) (200)
Total Shareholders' funds 50 4 50
------------------------------------------- ------ -------------- ------------------ ------------
NAV per share - Ordinary Shares
(pence) 8 100.00p 8.00p 100.00p
Capital Entitlement - ZDP Shares
(pence) 8 104.38p 100.86p 102.62p
------------------------------------------- ------ -------------- ------------------ ------------
The Company is registered in England and Wales with registered company
number 11217952.
Unaudited Statement of Changes in Equity
Profit and
Share Capital loss
capital contribution reserve Total
Six Months ended
30 June 2019 Notes GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ----------- ------------- ----------------- ----------- ----------------
Balance as at beginning of
the period 50 200 (200) 50
Loss after taxation - - (139) (139)
Capital contribution - 139 - 139
Balance as at 30 June 2019 50 339 (339) 50
--------------------------- ----------- ------------- ----------------- ----------- ----------------
Profit and
Share Capital loss
capital contribution reserve Total
21 February 2018 to 30
June
2018 Notes GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ----------- ------------- ----------------- ----------- ----------------
Balance as at beginning of
the period - - - -
Loss after taxation - - (84) (84)
Capital contribution - 38 - 38
Issue of Ordinary Shares 7 50 - - 50
Balance as at 30 June 2018 50 38 (84) 4
--------------------------- ----------- ------------- ----------------- ----------- ----------------
Profit and
Share Capital loss
capital contribution reserve Total
21 February 2018 to 31
December
2018 Notes GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ----------- ------------- ----------------- ----------- ----------------
Balance as at beginning of
the period - - - -
Loss after taxation - - (200) (200)
Capital contribution - 200 - 200
Issue of Ordinary Shares 7 50 - - 50
Balance as at 31 December
2018 50 200 (200) 50
--------------------------- ----------- ------------- ----------------- ----------- ----------------
Share capital represents the nominal value of the Company's Ordinary
Shares that have been issued.
The Capital contribution from the Parent has not been received in cash
and therefore it is not distributable.
Unaudited Statement of Cash Flows
21 February
21 February 2018 to 31
Six Months ended 2018 to 30 June December
30 June 2019 2018 2018
Note GBP'000 GBP'000 GBP'000
-------------------------------- ----- -------------------- ------------------------ -------------------
Operating activities
Return on ordinary activities* 65 12 105
(Decrease)/increase in capital
contribution receivable (65) 35 (200)
(Increase)/decrease in
receivables (13) (168) 43
Increase in other payables 13 142 20
Net cash flow from/(used in)
operating activities - 21 (32)
-------------------------------- ----- -------------------- ------------------------ -------------------
Investing activities
Loans to Parent Company - (10,923) (10,870)
Net cash flow used in investing
activities - (10,923) (10,870)
-------------------------------- ----- -------------------- ------------------------ -------------------
Financing activities
Proceeds from issue of ZDP
shares - 10,870 10,870
Share issue proceeds - 50 50
Net cash flow from financing
activities - 10,920 10,920
-------------------------------- ----- -------------------- ------------------------ -------------------
Increase in cash - 18 18
Opening balance at beginning
of the period 18 - -
-------------------------------- ----- -------------------- ------------------------ -------------------
Balance at end of the period 18 18 18
-------------------------------- ----- -------------------- ------------------------ -------------------
* There was no cash inflow from investment
income during the period.
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) Statement of compliance
The interim unaudited 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 should be read in conjunction with the financial statements
of the Company as at and for the period ended 31 December 2018. The financial
statements of the Company as at and for the period ended 31 December 2018
were prepared in accordance with International Financial Reporting Standards
('IFRS') as issued by the International Accounting Standards Board ('IASB').
The financial information for the period ended 31 December 2018 in the
interim unaudited financial statements has been extracted from the audited
financial statements.
(b) 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).
(c) Financial assets and liabilities at amortised cost-Loans made by the
Company and ZDP Shares
Loans made by the Company to its Parent Company RM Secured Direct Lending
plc are classified financial assets at amortised cost. Loans made by the
Company and ZDP Shares are initially recognised at cost, being the fair
value of the consideration received or paid associated with the loan or
borrowing. Loans and ZDP Shares are subsequently measured at amortised
cost using the effective interest method, less any impairment (for the
loans). Interest income is recognised by applying the effective interest
rate. The loan will be de-recognised when the company is no longer eligible
for the cash flows from it and the ZDPS will be de-recognised when they
are repaid. The final capital entitlement to ZDP Shareholders will rank
in priority to the capital entitlement of the Ordinary Shares as such
ZDP Shares are classified as a liability.
Impairment of assets - Financial assets at amortised cost and Trade and
other receivables are subject to impairment calculated under the expected
credit loss model within IFRS 9.
(d) Income
Interest income is recognised on accrual basis in the Statement of Comprehensive
Income on a time-apportioned basis using the effective interest rate method.
(e) Expenses
All expenses are accounted for on an accruals basis and recognised in
the Statement of Comprehensive Income.
(f) 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.
(g) 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. Financial assets at amortised cost
As at
31
As at 30 As at 30 December
June 2019 June 2018 2018
GBP'000 GBP'000 GBP'000
------------------------------------------------------- ----------------------- ----------- ----------
Loans to Parent 10,870 10,870 10,870
Investment income accrued 272 53 163
Capital contribution receivable 204 - 122
Closing balance 11,346 10,923 11,155
------------------------------------------------------- ----------------------- ----------- ----------
Intercompany Loan Agreement
On 29 March 2018, the Company entered into a Loan Agreement with its Parent.
Pursuant to the Loan Agreement, the Company lent the entirety of the gross
proceeds of the issue of ZDP Shares to its Parent, which has been applied
towards making investments in accordance with its Investment Policy and
for working capital purposes.
The Loan Agreement provides that, interest will accrue on the 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, provided that the
ZDP Loan shall become repayable by the Parent immediately upon the passing
of a Winding-Up Resolution.
Deed of Undertaking
The Company also entered into the Undertaking with the Parent , 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 exceeds
the aggregate principal amount and accrued interest due from the Parent
to the Company as at the Repayment Date, the Parent shall: (i) subscribe
an amount equal to or greater than the additional funding Requirement
for Subsidiary Ordinary Shares or (ii) make a capital contribution or
gift or otherwise pay an amount equal to or greater than the additional
funding requirement.
4. Taxation
21 February
Six Months 21 February 2018 to 31
ended 2018 to 30 December
30 June 2019 June 2018 2018
Analysis of tax charge for the period GBP'000 GBP'000 GBP'000
------------------------------------------------- ---------------- ------------------ ----------------
Corporation tax 12 3 20
Total tax charge for the period 12 3 20
------------------------------------------------- ---------------- ------------------ ----------------
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 GBP127,000 (30 June 2018: loss of GBP84,000 and 31
December 2018: loss of GBP200,000) and a weighted average number of
50,000 (30 June 2018: 50,000 and 31 December 2018: 50,000) Ordinary
Shares during the period.
6. Financial liabilities at amortised
cost-Zero Dividend Preference ('ZDP')
Shares
As at 30 As at 30 As at 31
June 2019 June 2018 December 2018
GBP'000 GBP'000 GBP'000
-------------------------------------------------------- --------------- ------------- ---------------------
ZDP Shares issued 10,870 10,870 10,870
Accrued interest 476 93 285
Closing balance 11,346 10,963 11,155
-------------------------------------------------------- --------------- ------------- ---------------------
Authorised
The maximum number of ZDP Shares to be issued pursuant to the Initial
ZDP Placing, as disclosed in the Prospectus dated 12 March 2018, has
been set at 20 million. At a general meeting of the Company held on 7
March 2018, a special resolution was passed to issue up to 60 million
ZDP Shares.
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 the parent company 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 ZDP Subsidiary for information purposes, but shall have
no right to attend or vote at any such meeting of the ZDP Subsidiary.
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 Subsidiary
Ordinary Shareholders provided they have first been approved by way of
a ZDP Class Consent.
Variation of rights and Distribution on winding up
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 annum (compounded annually).
The Final Capital Entitlement will rank behind any liabilities of the
Group (including the liabilities to Oak North under the RCF and in priority
to the capital entitlements of the Ordinary Shares and any C Shares.
The ZDP Shares carry no entitlement to income and the whole of their
return accordingly takes the form of capital. The ZDP Shareholders are
not entitled to receive any part of the revenue profits (including any
accumulated revenue reserves) of the Company on a winding-up, even if
the accrued capital entitlement of the ZDP Shares will not be met in
full.
7. Share capital
As at 30 June 2019 As at 30 June 2018
Allotted, issued and fully Number of Nominal Number of Nominal
paid: shares GBP'000 shares GBP'000
----------------------------------- ------------------- ---------------- -------------------- --------------
Ordinary Shares of GBP1 each 50,000 50 50,000 50
----------------------------------- ------------------- ---------------- -------------------- --------------
As at 31 December 2018
Allotted, issued and fully Number of Nominal
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 RMSDL PLC (the parent
Company) and fully paid up.
Voting rights
The ZDP Shareholders shall have a right to receive notice of general
meetings of the ZDP Subsidiary for information purposes, but shall have
no right to attend or vote at any such meeting of the ZDP Subsidiary.
8. Net asset value ('NAV') / Capital entitlement per share
Attributable Capital entitlement
Shares in to Shareholders per share NAV per
As at 30 June 2019 issue (GBP'000) (p) share (p)
-------------- ---------------------- -------------------------- -----------------
Ordinary Shares 50,000 50 n/a 100.00
Zero Dividend Preference
Shares 10,869,950 11,346 104.38 n/a
---------------------------- -------------- ---------------------- -------------------------- -----------------
Attributable Capital entitlement
Shares in to Shareholders per share NAV per
As at 30 June 2018 issue (GBP'000) (p) share (p)
-------------- ---------------------- -------------------------- -----------------
Ordinary Shares 50,000 4 n/a 8.00
Zero Dividend Preference
Shares 10,869,950 10,963 100.86 n/a
---------------------------- -------------- ---------------------- -------------------------- -----------------
Attributable Capital entitlement
Shares in to Shareholders per share NAV per share
As at 31 December 2018 issue (GBP'000) (p) (p)
-------------- ---------------------- -------------------------- -----------------
Ordinary Shares 50,000 50 n/a 100.00
Zero Dividend Preference
Shares 10,869,950 11,155 102.62 n/a
---------------------------- -------------- ---------------------- -------------------------- -----------------
9. Related parties
As at the period end, the Investment Manager held 50,000 Ordinary Shares
of GBP1 each in the Company.
Details of the loan agreement between the Company and its parent company,
RM Secured Direct Lending plc, 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 shares in the Company.
The Company had no employees during the period ended 30 June 2019.
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 information for the period ended 31 December 2018 has been extracted
from the last published audited financial statements, unless otherwise
stated. The audited financial statements have been delivered to the Registrar
of Companies. The Auditors reported on those accounts and their report
was unqualified, did not draw attention to any matters by way of emphasis
and did not contain a statement under sections 498(2) or 498(3) of the
Companies Act 2006. The Half-yearly financial report was approved by the
Board of Directors on 13 August 2019.
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 BLGDIRUBBGCX
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August 14, 2019 02:02 ET (06:02 GMT)
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