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Half Yearly Report

23 Sep 2014 07:00

RNS Number : 3115S
GLI Finance Limited
23 September 2014
 



GLI Finance Limited

 

Audited Interim Results for the six month period ended 30 June 2014

 

Financial Highlights

 

· Stable capital performance during the period with NAV per share of 48.53p as at 30 June 2014 (31 December 2013: 49.99p).

 

· ROE of 12.26% (annualised in in local currency terms), in the middle of the GLI Finance ("GLIF") 10-15% target range.

 

· The volume of loans originated through GLIF's platforms increased by 48% to GBP41.0m, of which the amount GLIF invested through the platforms increased by 60% to GBP8.5m.

 

· 2.5p dividend paid (2.5p paid for the comparable period last year)

 

 

Operational and investment highlights

 

· In the period GLIF made five new investments in SME finance companies, in accordance with its stated strategy. These were:

 

- Finpoint UK, a UK lender to SMEs

- TradeRiver Finance, a global online trade finance company

- European Receivables Exchange, a Danish invoice financing company

- CrowdShed, a multi asset and multi jurisdiction crowd funding company

- Proplend, a UK property backed lending company

 

· A further three investments have been made since 30 June 2014, which were:

 

- Finexkap, a French, web-based platform providing a working capital financing

- LiftForward, a P2P and marketplace financing platform provider

- The Credit Junction, a marketplace working capital and supply chain financing platform

 

· CFO Emma Stubbs was appointed to the Board on 16 September 2014.

 

· Marc Krombach will join as Managing Director in October 2014 to support Geoff Miller in growing the platforms.

 

Geoff Miller, CEO said: "There continue to be issues with the provision of SME finance globally. The banks continue to be risk averse but many have also adopted a purely quantitative approach to lending that makes many businesses unbankable, despite their huge growth potential. At the same time, many new alternative finance platforms are looking more towards institutional capital to fund their lending to these businesses, rather than a broader based P2P model, so the outlook for GLIF is very positive.

 

GLI Finance is soon to have a unique range of 16 SME finance platforms that span asset class and geography. We are now entering a phase of scaling these platforms significantly so that they can lend to a greater number of businesses and help GLIF deliver exciting returns for its shareholders."

 

Contact

 

GLI Finance Limited

Geoffrey Miller

+1 203 916 0003

+44 7408 830719

 

Panmure Gordon

Dominic Morley

+44 (0)20 7886 2500

Joanne Lake

+44 (0)113 357 1151

 

Camarco

Ed Gascoigne-Pees

+44 (0)203 757 4984

+44 (0)788 400 1949

 

Hazel Stevenson

+44 (0)203 757 4989

+44 (0)798 600 9720

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHAIRMAN'S STATEMENT

 

I am pleased to report the results of GLI Finance Limited ("GLIF" or the "Company") for the six months ended 30 June 2014.

 

During the period the Company continued to deliver a stable capital performance despite a number of changes to the assets held, the most significant one in terms of absolute value being the disposal of our remaining CLO portfolio - including the original CLO holding within the Company T2 CLO 1 Ltd ("T2 CLO") - with the Company receiving part cash and partly an investment in Fair Oaks Income Fund Limited ("FOIF").

 

However, just as important within the period and more important for the long term success of the business was our acquisition of five new investments in Small and Medium Enterprise ("SME") finance platforms. This is in line with our strategic plan of orienting our SME finance activities from loans originated by third parties towards origination of SME finance through the platforms in which we have an equity interest and with whom we are working to develop a unique SME finance business, combining traditional SME finance disciplines with the fast-growing online alternative finance providers, many of whom would be described as "peer to peer" ("P2P") or marketplace lenders. The acquisitions made in this period bring the total number of investments in platforms by GLIF up to ten. The majority of these are still in relatively early days but the signs are encouraging that we have a range of businesses and management teams capable of producing strong returns through the economic cycle and across a number of jurisdictions.

 

Since the end of the period we have completed a further three transactions and expect shortly to conclude on a further three, details of which are within this report. It is expected that the platforms with whom we now have a relationship will form the core of the Company's business in the future.

 

SME Investments

Our first origination platform, BMS Finance ("BMS") continues its progress and a deal was signed during the period with the UK Government's British Business Bank Investment Programme for a matched funding facility. We believe that this is a very positive step for the Company as the management team seek to build on their impressive track record. FundingKnight and Platform Black both continue to grow, as this industry becomes more established, and we feel positive about their future plans.

 

The investments made at the end of 2013 in Raiseworks, a peer-to-peer lender to SMEs based in the US and Sancus, an offshore peer-to-peer lending platform, are both showing signs of great potential and we look forward to seeing how these companies progress for the rest of 2014 and over the coming years.

 

New Investments

In the first three months of 2014, the Company made five new investments and in accordance with our stated strategy, these investments were all in SME finance companies.

· Finpoint UK, a UK lender to SMEs

· TradeRiver Finance, a global online trade finance company

· European Receivables Exchange, a Danish invoice financing company

· CrowdShed, a multi asset and multi jurisdiction crowd funding company

· Proplend, a UK property backed lending company.

 

As with all of the platforms in which we have invested, these companies are seeking to provide an offering that is complementary to the mainstream banking sector, rather than attempting to take on the banks at their own game. This is important, as we believe that this will ensure our businesses maintain a return across economic cycles, rather than being just a cyclical play due to the weakness of the banks after the financial crisis.

 

A further three investments have been made since 30 June 2014, with another three additional investments shortly to conclude. More details on these are included in the Chief Executive Officer's Report. All six investments are in complementary areas to the current portfolio.

 

Performance and Dividend

In the first half of 2014, despite the hive of activity going on with the new investments, we continued to deliver a stable capital performance whilst the continuing strong income flow to the Company underpinned the stable dividend. During the first six months the Company paid 2.5p in dividends (vs 2.5p in the same period last year). Although in the future we will no longer be receiving the CLO investment income, it is expected in time that the newer investments will provide at least as high a return as has been provided by the CLO portfolio. Therefore it is the intention that the dividends paid will continue to be paid on the same basis throughout the period of the Company's transition into the rapidly growing alternative finance market.

 

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHAIRMAN'S STATEMENT (continued)

 

Performance and Dividend (continued)

The Company's directly invested CLO portfolio produced excellent returns over the period in which it was held. The longest held and by far the largest position was the 100% residual economic interest in T2 CLO 1 Ltd ("T2 CLO"), which had been held since T2 CLO was formed in August 2007. Over the time from the original investment to our sale to Fair Oaks Income Fund, T2 CLO produced an IRR of 17%, and it is this order of magnitude of return against which our new investments will be measured over time. The return from T2 CLO was offset by a high cost base due to the external management of the CLO assets by an investment manager, which no longer applies since the management of GLIF is now entirely internalised at a considerably lower cost, despite the increased size and complexity of the Company. If the costs of the external manager are taken into account, the return received by the Company over the lifetime of its investment in T2 CLO is approximately halved.

 

Existing platforms continue to grow their businesses, deploying increasing amounts of GLIF's capital across a wide range of maturities. Over the period the volume of loans originated through GLIF's platforms increased by 48% to GBP41.0m, of which the amount GLIF invested through the platforms increased by 60% to GBP8.5m.

 

The Company's aim continues to be to provide our shareholders with a stable and predictable dividend and a double digit return on equity ("ROE"). During the six month period, annualised in sterling terms, the ROE was 4.29%, as the dollar weakness in the period reduced sterling returns significantly. This equated in local currency terms to 12.26%, in the middle of our 10-15% target range.

 

CLO Portfolio

As we stated in our last annual report, it has been the intention to look to transition gradually assets away from the CLO portfolio to origination over time. During the six month period ended 30 June 2014, the Company disposed of its remaining direct CLO investments through sales in the market and the IPO of FOIF. On 12 June 2014, the Company transferred its remaining CLO investments to FOIF in consideration for a cash element of approximately USD20.4 million and the issue of 34,298,425 shares in FOIF at a price of USD1.00 per share. The cash received from the transaction has now been fully invested into GLIF's underlying SME finance assets and the remaining holding in FOIF was valued, as at 30 June 2014, at GBP19.8m.

 

Financials

As at 30 June 2014, the Company had net assets of GBP68.4m, or 48.53p per share, compared to net assets of GBP70.1m, or 49.99p per share at 31 December 2013. The reason for the 2.99% decrease in NAV per share was the Company's sterling assets rising by 2.41p per share and its US dollar assets falling by 3.87p per share. This fall was partially offset by an increase of 1.5% in the value of the Company's equity shareholding in FOIF since its IPO on 12 June 2014 and an increase in the value of Raiseworks, the Company's US platform.

 

The comparative Group numbers show net assets attributable to equity holders decreasing from GBP74.1m as at 31 December 2013 to GBP62.0m as at 30 June 2014. The difference in the net assets at a Group and Company level represents the difference in accounting treatment of our subsidiaries and associates in the Group accounts versus fair value treatment of assets held in the Company's financial statements. The Board continues to believe that the performance of the net asset value at the Company level, as opposed to the Group consolidated level, is the more appropriate in assessing the performance of the underlying business.

 

For the period ended 30 June 2014, GLIF received interest income, dividends and other income totalling GBP5.6m, compared to GBP6.2m for the comparable period in 2013. In the Chief Financial Officer's Report there is a reanalysed Company Statement of Comprehensive Income which provides a detailed breakdown which hopefully makes the numbers more understandable. Total operating expenses (including finance costs) increased slightly from GBP2.0m for the six months ended 30 June 2013 to GBP2.2m for the same period in 2014. Part of the reason for the increase in the current period was that for the first time the Company carried out an independent valuation of our SME portfolio. As our portfolio increases in this sector the Board wishes to ensure that the valuations reported reflect a true and fair view of current fair values.

 

As the Company is an investing company under AIM Rules, we are required to have an investing policy which is included at the end of the document after the financial statements.

 

Market Commentary

There continue to be issues within the provision of SME finance globally. The banks are constrained by a number of factors. Firstly there is the risk averse nature of their approach at present, driven partly internally and partly externally as a reaction to the excesses of the past; secondly there is the move towards a more purely quantitative approach to credit underwriting that inevitably makes many businesses unbankable, and finally there is the approach towards capital that now requires the banks to provide more capital against certain types of business, making that business less profitable for the banks than historically was the case. The first of these three can be seen as a cyclical phenomenon, and there are already signs that the banks are tentatively beginning to push back against the regulators' more cautious approach. However, the other two factors will inhibit the banks' ability and desire to compete in many areas of SME finance for many years to come.

 

GLI Finance Limited

For the period ended 30 June 2014

CHAIRMAN'S STATEMENT (continued)

 

Market Commentary (continued)

At the same time there is increasing acceptance of new, principally online, SME finance providers that are providing funding that is not available through the banks. As these new providers of finance grow, so interest amongst institutions to invest in the loan assets originated is growing. Many new platforms are moving towards a more institutional provision of capital to fill their loans, rather than a broader based P2P model. We expect this to continue and for there to be a realisation that access to loan origination capability has an inherent value in itself in time. Given that GLIF has a unique range of SME finance platforms, reaching across asset classes and geographies, the market conditions would seem to be extremely favourable.

 

Executive Team

In the 31 December 2013 annual report it was stated that Emma Stubbs joined the Company as Chief Financial Officer ("CFO") as part of the Executive Team, joining Geoff Miller our Chief Executive Officer ("CEO"). I am also delighted to say that Emma was appointed to the Board on 16 September 2014.

 

As the Company continues to expand and make further investments in SME finance companies, a third member will join the Executive Team and I am pleased to announce that Marc Krombach will be joining the Company as Managing Director in October 2014. Marc's role will be to support Geoff Miller in helping our range of platforms grow to their full potential.

 

Corporate Strategy

Our objective has always been, since the Company was founded nine years ago, to provide a 10-15% return from the provision of SME finance and that remains the case. To achieve this the corporate strategy has evolved over time, from an externally managed investment into third party originated loans, then to an internally managed finance company with the appointment of Geoff Miller as an Executive Director in April 2011 and now to a leading player in the alternative finance sector, managing a unique range of financing solutions for SMEs globally.

 

Outlook

The Company now has investments in thirteen platforms and this number will shortly increase to sixteen. We have a diversity of platforms which should provide some very substantial potential with an acceptable level of risk.

 

After a three and a half year period, from the acquisition of Asset Management Investment Company PLC to the completion of a range of transactions this period, GLIF has moved to a unique position. The Company is now beginning to resemble the coherent family of businesses that we have been seeking to achieve. The next twelve months and beyond will be a period in which we begin the process of building each of these businesses to operate on a significantly larger scale. The future looks extremely promising; although there are bound to be challenges along the way, the potential is considerable.

 

I would like to thank shareholders for their continued support and enthusiasm for the changes we have made over the past few years. As the Company has progressed, so the liquidity of our shares has increased, by 50% over the past six months following a 100% increase over the previous twelve months. We endeavour to run our Company in a manner which embraces shareholders of all sizes, and I am always grateful for any feedback that anyone wishes to provide.

 

 

 

Patrick Firth

Non-Executive Chairman

Date: 22 September 2014

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF EXECUTIVE OFFICER'S REVIEW

 

In our last annual report I stated that we expected the coming twelve months to continue the reshaping of our business, with the goal of becoming a leading alternative provider of SME finance. This continued reshaping has certainly been the case thus far this year, and we now sit as a unique business, working with a range of the world's best alternative finance platforms. Our challenge now is to convert our unique position, strategy, skill sets and experience into returns for investors.

 

We are building a range of partnerships with online and offline finance platforms that we believe have a sustainable competitive advantage, strong and experienced management teams, are complementary in approach to the traditional finance industry and have a strong qualitative and quantitative approach towards their business. We invest in and through these platforms to optimise returns to our shareholders.

 

However, it is not our goal to achieve simply a strategic position in the emerging alternative finance market without maintaining the financial returns that investors have come to expect from GLIF and we have two ways in which we are focused on ensuring that we generate cashflow through the business.

 

Firstly there is our approach of not only investing in the platforms but also in the underlying loans originated by the platforms. This achieves two things; firstly we generate attractive cash returns to support the dividend but secondly we can ensure that, whatever the market conditions, our platforms can fill the loans that they originate. This may seem an academic point in the current market conditions, when investors are seeking loan assets, but if there are any platforms that fail, it is inevitable that many investors will hold back from further investment for a time. Our platforms will not suffer in such an environment, indeed it may offer the opportunity to make progress against the competition, as others may need to rein in their growth for a period.

 

Secondly we are focused on ensuring that our platforms are run with an aim of building a profitable business, not just simply a large business. This runs contrary to many of the maxims of many investors in this space, because they have come from a technology background and believe that size is all that matters initially, profitability will follow and not learnt the lessons of the past that big companies as well as small ones in finance can become insolvent.

 

Our Chief Financial Officer's Report that follows this report covers the progress made in the first half of 2014 and therefore I will not dwell on the operational results. From a strategic standpoint, the first six months 2014 saw five additional platforms brought into our family of businesses and our position cemented as a leading provider of SME finance to alternative platforms in the UK, with some exposure to Europe and to the US. By the end of the period we had ten platforms and these could be grouped into broad categories as shown in the table below.

 

Category

UK

Europe

US

Term Lending:

BMS Finance

Raiseworks

FundingKnight

Finpoint

Proplend

Sancus

Short Term/

Receivables Finance:

 

Platform Black

European Receivables Exchange

Trade Finance:

TradeRiver

Multi Asset/Other Assets:

CrowdShed

 

Since the period end we have agreed a number of transactions that will significantly enhance our international business, broaden our range of businesses in which we have a stake, increase the range of activities in the US and Europe, diversify the asset classes served in the UK and introduce for the first time a business outside of the UK, US and Europe. To this end, the following strategic partnerships have been agreed:

 

Finexkap

GLIF economic interest 36.6% (expected to reduce to 26.44%) ordinary shares

GLIF invested EUR3m in Finexkap, a French web-based platform providing a revolutionary solution to working capital financing on 22 July 2014. The platform brings together SMEs and professional investors and provides a unique approach to receivables financing in a fast, user-friendly and highly secure environment.

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF EXECUTIVE OFFICER'S REVIEW (continued)

 

LiftForward

GLIF economic interest 20.9% ordinary shares

On 28 August 2014, GLIF acquired a 20.9% interest in LiftForward, Inc., a SaaS company which operates P2P and marketplace financing platforms for organisations with a large number of small business customers or members. LiftForward's technology enables organisations to connect customers or members with various forms of capital. Services also include portal development, underwriting, servicing and reporting. The platform and services can be customised to meet the specific needs of each client organisation and the small businesses they serve.  The company has announced a significant deal with Microsoft to provide small business loans through the 100 Microsoft Stores in the US and through the Microsoft Store website.

 

The Credit Junction

GLIF economic interest 23.1% ordinary shares

In September 2014, GLIF made a USD1.5M investment in The Credit Junction, an online marketplace lending platform focused on providing working capital and supply chain financing solutions to industrial and manufacturing SMEs.

 

The Credit Junction focuses on SMEs seeking loans of USD200K to USD2M within the aerospace and defence, oil and gas, automotive, power, transportation, agricultural services, construction and manufacturing sectors.

 

The platform will transform how SMEs finance supply chain working capital by creating working capital flexibility, alleviating cash flow problems due to changing payment terms, facilitating and simplifying access to capital and decreasing time to borrow and overall funding costs.

 

TradeRiver USA

In September 2014, GLIF agreed to make an investment in TradeRiver USA a non-bank online funding solution, which finances trade, both cross-border and in the US. Companies registering with TradeRiver USA gain access to a one-stop purchasing system that removes complexity from the supply chain and provides much needed working capital, enabling them to transact with the confidence of a cash buyer. It works by providing the buyer, at any point in the supply chain, with a pre-approved revolving facility that can be used to finance trade with multiple suppliers. Payments and administration are paperless and transparent via a secure on-line platform.

 

An affiliate of the UK based company and another platform of GLIF's, TradeRiver Finance, TradeRiver USA is ready to serve a fast-growing community of forward-thinking businesses looking for an alternative to traditional trade finance. Buyers and sellers in any supply chain can benefit from a level of flexibility, responsiveness and agility that simply isn't available from traditional bank-based finance.

 

UK Bond Network

GLIF has agreed to make an investment into UK Bond Network, a Peer-to-Peer Bond Platform which uses its syndicate of experienced investors to provide fast, flexible finance to businesses seeking debt funding. Its unique approach of structuring finance, combined with the Company's network of exclusively experienced investors, allows each bond to be specifically tailored to the issuing company.

 

Ovamba

GLIF has agreed to make an investment in Ovamba Solutions Inc, a peer-to-business investment platform that was created to address two issues: solve the problem of restricted access to affordable credit for the small and medium enterprise sector of Africa; and connect institutional investors and the diaspora to their home countries by offering safe, viable investment opportunities with good returns.

 

Ovamba has used the latest technology to connect the members of the more than 40 million strong African diaspora to investment opportunities in their home countries. African entrepreneurs now have reliable partners to help them build their home economies. They offer investors a transparent, secure platform where they can invest in loans that could potentially outperform other investment opportunities.

 

Finpoint Europe

GLIF is working with Finpoint Germany on a joint venture deal to create Finpoint Europe. Finpoint is an internet based matchmaking platform which is now well established in Germany, Austria and the UK. It offers SMEs access to finance, bringing together corporate borrowers, advisors and lenders. In order to meet SMEs lack of diversity of finance, we are planning to offer this service as soon as possible across 10 European countries. This Pan- European platform (styled SME Eurohub) will provide a "one-stop" window for companies requiring funding, including development loans and grants. The infrastructure will be a single, uniform database offering cross-border financing from banks, specialist lenders (leasing, factoring, trade finance), alternative lenders (peer-to-peer platforms, crowdfunders, pension funds, family offices) and public lending and investing entities. Since inception in 2011, the Finpoint group has completed Euro 0.5 billion in lending transactions and has 5,000 registered SME's seeking finance and 250 lenders offering their services.

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF EXECUTIVE OFFICER'S REVIEW (continued)

 

The range of activities within the GLIF family post the transactions that are now in the pipeline will provide a broadly based, multi-asset group of complementary businesses that can add significant value to one another through working with each other.

 

Category

UK

Europe

US

Rest of the World

Term Lending:

BMS Finance

Finpoint Europe

Raiseworks

FundingKnight

LiftForward

Finpoint

Proplend

Sancus

Short Term/

Receivables Finance:

 

 

Platform Black

European Receivables Exchange

 

 

The Credit Junction

 

 

Ovamba

Finexkap

Trade Finance:

TradeRiver

TradeRiver USA

Multi-Asset/Other Assets:

CrowdShed

UK Bond Network

 

Having, for the past eighteen months, been working to build a global network of leading SME finance businesses we now feel that we have a comprehensive group of relationships. Whilst we would not rule out relationships with further parts of the value chain in delivering SME finance, it is unlikely that the overall shape and extent of the family of relationships that we have will alter materially in future.

 

The Future

The mix of business within the Company will be a function of the relative growth rates of the various businesses, but I think it is reasonable to expect that the single largest geographical exposure for the business will be the US, as it always has been, with the UK and Europe smaller but significant exposures. This balance of revenue streams should ensure that the Company has a broadly based currency exposure. Rather than hedge our exposures back into sterling the Company has for the past five years taken the view that diversification is a more efficient and less costly way to manage exposures than hedging.

 

The largest movement in the Company's portfolio during the period was our exiting direct investment in CLO investments for the first time since 2007. It had been an excellent asset class for the Company over the period of our investment but given that the returns on CLO equity had come down to a similar level to that which can be obtained from unleveraged specialist lending assets, such as those originated through our platforms, it is logical for us to seek a staged exit to the CLO business altogether. During the period, Fair Oaks Income Fund Limited ("FOIF") was listed and our remaining CLO positions were exchanged for shares in the resultant vehicle and cash. We received USD20.4m in cash and 34,298,425 shares in FOIF. The cash available was put to work within and through our finance platforms.

 

Our broad range of platforms brings with it opportunities to add value across the family of businesses, which we are just beginning to explore and to exploit. We have had a range of examples of transactions being referred amongst platforms within a particular jurisdiction and we have had our first examples of potential transactions being referred across borders, as well as platforms in one jurisdiction providing services to a client of a platform in a different jurisdiction. In order to ensure that this cross-referral and co-operation works, we work hard to ensure that our platforms are complementary with one another and not directly competing.

 

In addition, our service providers now have experience of working with a wide range of platforms and can add value to individual platforms or to the group of platforms as a whole. An example of this is the work GLIF has commissioned on behalf of our non-US platforms in respect of the Foreign Account Tax Compliance Act under US Federal Law ("FATCA"). As detailed in the Chief Financial Officer's Review, this is an important area for smaller financial institutions and requires action by almost all non-US platforms. It would be costly for an individual platform to obtain the necessary advice, but in our case we were able to absorb the cost within the work being done on GLIFs behalf to ensure that we are FATCA compliant.

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF EXECUTIVE OFFICER'S REVIEW (continued)

 

The Future (continued)

As flagged in our last annual report issued March 2014, this year has seen an increasing institutionalisation of the P2P or Marketplace Lending sector. This reflects both the scale of the businesses and the diversity. There is currently a virtuous circle whereby the larger a platform's origination capability, the easier it is for that pipeline of business to be funded. We expect this to continue to be the case for the foreseeable future, as the weight of potential institutional money available to this asset class is considerable.

 

We have seen the first handful of securitisations in the US of marketplace lending, and we would expect Europe to follow in the latter part of this year or early next year. With this development the extent of potential institutional funding will multiply, as a range of institutional risk appetites can then be met from alternative finance assets. There will of course be a constraint to growth at some point, but the size of the potential market is currently a large multiple of the opportunities being funded by alternative finance platforms and therefore the current exponential growth has some way to go.

 

As the alternative finance platforms grow, so the increased attention has naturally brought in other potential investors wishing to participate in the equity of the platforms themselves. This is putting some upward pressure on the valuation of platform equity. We have maintained a firm line on how we believe these platforms should be valued, and refused to bid up to participate in fund raisings. We can continue to execute deals at below the price that others may be prepared to pay since we bring a wealth of experience of the sector, plus the ability to both fund the equity of the platform and the underlying loans, unlike most prospective investors in the sector.

 

In conclusion, our goal three and a half years ago when we started the reshaping of the business was to build within GLIF a unique SME finance business that could originate loan assets diversified by geography, industry, size of lending and type of lending. We now have the range of platforms required to deliver on the objective we set ourselves and the short and medium term goal will now be to drive value through the growth in these businesses.

 

This year has been a year of momentous change within GLIF, and we are now positioned to take advantage of the opportunities and address the challenges that doubtless will present themselves as our business and the alternative finance industry matures.

 

 

 

 

 

Geoffrey Miller

Chief Executive Officer

Date: 22 September 2014

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW

 

As commented on in the 31 December 2013 annual report, we have started to see a shift in the make up of the Company's income compared to prior years, which predominantly saw income arising from CLO assets being replaced by income earned from the increased investment in SME lending, which we believe offers sustainable high risk-adjusted returns.

 

The first six months of 2014 was a busy period of change for GLIF. The Company made five new investments in SME finance companies and also by the end of June 2014, and as covered in the Chief Executive Officers report; the entire CLO portfolio has been disposed of.

 

Portfolio Update

As at the 30 June 2014, at a Company level the portfolio was valued at GBP62.4m, made up of SME Platforms GBP16.7m, Loans GBP24.7m, Other GBP21.0m and net cash of GBP6m bringing the total Net Asset Value ("NAV") to GBP68.4m. This was in comparison to a NAV of GBP70.1m at 31 December 2013, comprising of a portfolio valuation of GBP68.9m, made up of CLO Portfolio GBP43.1m, SME Platforms GBP8.9m, Loans GBP15.5m, Other GBP1.4m and GBP1.2m net cash.

 

A breakdown of each category is noted below but the main points to note are that as previously discussed, all of the CLO portfolio was disposed of during the period and an investment in FOIF was made. The FOIF investment is included in 'Other' in the table below. The Company also completed investments in five new platforms, Finpoint UK, TradeRiver Finance, European Receivables Exchange, CrowdShed and Proplend during the period, causing this asset class to increase by 87% from 31 December 2013. The loans balance includes loans made though the platforms and to the platforms as well as other loans made in the period. This category increased by 60% from 31 December 2013. The net current assets of GBP6m at the end of June 2014 comprised mostly of cash following the disposal of the CLO investments, all of which was allocated to new acquisitions planned shortly after the period end.

 

Some statistics on the Company portfolio are set out in the tables below:

 

Asset Class

30 June 2014

31 December 2013

30 June 2013

GBPm

%

GBPm

%

GBPm

%

CLO Portfolio

-

0%

43.1

61%

42.8

61%

SME Platforms

16.7

24%

8.9

13%

1.4

2%

Loans

24.7

36%

15.5

22%

13.4

19%

Other

21.0

31%

1.4

2%

2.0

3%

Net Cash

6.0

9%

1.2

2%

10.0

15%

Total

68.4

100%

70.1

100%

69.7

100%

Geographical Split

 

30 June 2014

 

31 December 2013

 

30 June 2013

GBPm

%

GBPm

%

GBPm

%

Europe

1.6

2%

5.7

8%

1.1

1%

UK

56.7

83%

22.0

31%

13.0

19%

US

4.1

6%

41.2

59%

45.6

65%

Total investments

62.4

91%

68.9

98%

59.7

85%

Net current assets

6.0

9%

1.2

2%

10.0

15%

Total

68.4

100%

70.1

100%

69.7

100%

 

CLO Portfolio

The balance at the end of June 2014 was nil following the disposal of all of the CLO Portfolio in the period.

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

SME Platforms

The total value held in SME Platforms increased during the period by 87% from GBP8.9m at 31 December 2013 to GBP16.7m at 30 June 2014, following the five new investments in Finpoint UK, TradeRiver Finance, European Receivables Exchange, CrowdShed and Proplend.

 

An independent valuation on the SME Platforms was carried out in the period for the first time. The Board considered this report and reviewed the fair value of the platforms and where applicable adjusted the valuation of the platforms.

 

BMS

The Company has a 66.7% equity stake in GBHL which at 30 June 2014 had an equity value of GBP1.2m (31 December 2013 GBP1.5m)

 

GBHL comprises of a 100% interest in BMS Finance AB Ltd ("BMS") the UK operating business, a 100% interest in Noble Venture II Nominees Ltd ("NV2N") and a 95% interest in NVF Tech Ltd (previously named HiWave UK) ("NVF").

 

The company finances high growth SMEs, predominantly in the UK. Typically these businesses have up to GBP25m of revenue, but do not require a three year track record of profits. The loans are two to three year senior secured amortising loans of GBP500k-GBP4.5m and in addition to the loan itself, BMS typically obtains a warrant or exit fee. The focus of the portfolio is business services and technology companies.

 

Towards the end of 2013 BMS agreed a GBP15m matched funding facility with the British Business Bank Investment Programme and it is expected that this money will start to be put to work in the second half of 2014. The GBP15m from the British Business Bank Investment Programme will be matched by GBP7.5m from GLIF and GBP7.6m from BMS Finance.

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

1.2

1.5

GLIF Preference Shares

-

-

Loan Book

17.1

12.6

GLIF Economic Interest

18.3

14.1

 

FundingKnight

The Company has a 20% equity stake in FundingKnight Holdings Limited with an original investment in July 2013 of GBP1.5m for a combination of ordinary and preference shares. The Board reviewed the fair value of the holding at 30 June 2014 and this was increased to GBP3.0m.

 

FundingKnight provides SME finance through crowd funding from a broad base of investors. The maximum loan size is GBP150k and the maximum term is five years. An experienced in-house team of SME bankers, using both quantitative and qualitative analysis, underwrites the loans. The loan book has grown rapidly since our initial investment in July 2013 and we expect this to continue.

 

The business provides traditional small business banking delivered through modern architecture, in a way that is no longer possible through the "computer says yes/computer says no" approach of the larger banks. GLIF invested GBP1.5m in the ordinary shares and preference shares of FundingKnight for at least 20% of the business. The fair value of the investment in FundingKnight has increased to GBP3m (GBP2m of ordinary shares and GBP1m of preference shares) as at 30 June 2014, reflecting the progress of the business. GLIF also had a loan book originated through FundingKnight of GBP3.080m (GBP1.291m at 31 December 2013) by the end of June 2014. This is a broadly based book of UK SME loans.

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

2.0

0.5

GLIF Preference Shares

1.0

1.0

Loan Book

3.1

1.3

GLIF Economic Interest

6.1

2.8

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Platform Black

The Company invested GBP2.0m for a combination of ordinary and preference shares in September 2013. The Board increased the valuation to GBP3.0m at the end of the period.

 

Platform Black is a UK based peer-to-peer invoice trading and supply chain finance business. Its investor base is exclusively sophisticated investors, funds or corporate entities and these investors bid for tranches of invoices from 5% of the principal upwards through Platform Black's proprietary platform.

 

The Directors' assessment of the fair value of GLIF's investment in Platform Black increased in the period from the purchase price of GBP2m to GBP3m (GBP2m of ordinary shares and GBP1m of preference shares).

 

Platform Black launched in June 2012 and by the end of June 2014 has financed invoices of over GBP67.3m, advancing over GBP59.2m in 1,392 auctions for periods of 30, 60 or 90 days. At the end of June 2014, GLIF had GBP1.1m invested through the platform (GBP163k at 31 December 2013).

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

2.0

1.0

GLIF Preference Shares

1.0

1.0

Loan Book

1.1

0.2

GLIF Economic Interest

4.1

2.2

 

Raiseworks

On the 19 December 2013, the GLIF invested USD1.5m in the US peer-to-peer SME lending business, Raiseworks, LLC ("Raiseworks") for an initial 50% holding which is expected to decrease to a 20% to 30% holding over time. The Raiseworks business began in 2011, to improve small business access to credit and to increase investment opportunities in small businesses. The Raiseworks team has spent the past two years building the platform, developing the credit underwriting model, establishing partnerships, and securing a broker dealer license.

 

The Raiseworks platform automates the private capital formation process by bringing increased efficiency and transparency to businesses and investors. It utilises one of the largest private company databases in the United States and a suite of proprietary, predictive algorithms in an effort to provide community members with an information advantage. The first two loans totalling USD0.4m were funded in May 2014.

 

The Directors' valuation of the GLIF equity stake in Raiseworks was increased from USD1.5m at 31 December 2013 to USD3.75m at 30 June 2014. This reflects both progress in building the business and a significant commitment to provision of loan capacity across the platform provided by an institutional investor. In addition, during the period GLIF made a USD2m loan to the Company for working capital purposes.

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

2.2

0.9

GLIF Preference Shares

-

-

Loan Book

1.2

-

GLIF Economic Interest

3.4

0.9

 

Sancus

On 6 December 2013, the Company acquired a 7.4% equity stake in Sancus and the option of acquiring up to GBP2.725m preference shares. During the period the GBP2.725m preference shares were fully paid up. The Board has considered the fair value of the equity holding at 30 June 2014, and taking into account the strong progress of the company, increased the valuation from GBP0.3m at 31 December 2013 to GBP0.74m at 30 June 2014.

 

Its target market is entrepreneurs, SMEs, HNWIs and professionals and it offers attractive returns to clients who wish to participate in co-investment lending opportunities. Sancus takes a holistic approach when reviewing complex borrowing opportunities and takes into consideration a potential borrower's total asset base, while making decisions quickly and providing certainty to potential borrowers. Sancus will also co-invest in all deals, providing comfort to fellow lenders, making its model somewhat similar to GLIF itself, albeit focused on offshore jurisdictions.

 

The loan book is growing rapidly, since the company opened for business in January 2014. As at 30 June 2014, the Company has now written GBP11.95m of loans (GBP6.0m in Q2 2014), average size GBP1.1m and 22 months average duration.

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Sancus (continued)

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

0.7

0.3

GLIF Preference Shares

2.7

2.7

Loan Book

-

-

GLIF Economic Interest

3.4

3.0

 

Finpoint UK

Finpoint UK is a joint venture between CRX (the German company that owns Finpoint) and GLIF. The platform provides financial institutions with the opportunity to acquire loans direct from SMEs; a similar model to P2P, but with larger loan sizes and a solely institutional focus.

 

After a successful three years in Germany, Finpoint approached GLIF, as it wished to enter the UK market but wanted a local partner to help shape the strategy. On 24 January 2014, a new Company was created called Finpoint Ltd whereby GLIF purchased a 75% equity stake in the UK business for GBP0.75m and CRX subscribed for the remaining 25% for GBP0.25m. GLIF also subscribed to GBP0.5m of preference shares. The Company has been granted an exclusive perpetual license from CRX to use the Finpoint platform in the UK. The Company has made two small initial loans recently whilst the platform has been tested and now has an impressive loan pipeline due to go live in the coming month.

 

The Board has reviewed the fair value of the holding in Finpoint UK and has increased the carrying fair valuation of the equity held from GBP0.75m from the purchase price on 24 January 2014 to GBP1.0m at 30 June 2014. In addition, GLIF holds GBP0.5m of preference shares.

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

1.0

-

GLIF Preference Shares

0.5

-

Loan Book

-

-

GLIF Economic Interest

1.5

-

 

TradeRiver Finance

TradeRiver Finance is a non-bank online funding solution which finances trade, both cross-border and in the UK. The company provides businesses with finance to purchase goods and services through a convenient online platform. The average loan term is approximately 100 days and loan sizes average approximately GBP80,000. The Company has shown impressive growth rates in the last six months from financing GBP16.6m in a six month period compared to GBP14.8m in the full twelve months of 2013.

 

GLIF has provided TradeRiver with a GBP2m subordinated loan facility, and acquired a 10% stake in the equity of the business for GBP0.8m on 11 February 2014. As at 30 June 2014, GBP0.125m of the subordinated loan facility had been drawn down.

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

0.8

-

GLIF Preference Shares

-

-

Loan Book

0.1

-

GLIF Economic Interest

0.9

-

 

European Receivables Exchange (Dansk Faktura Børs)

On 13 February 2014, the Company acquired a 5% equity stake in European Receivables Exchange for DKK4.5m (GBP0.5m). At 30 June 2014 the valuation was GBP0.5m.

 

The company is an invoice discounting business, currently operating principally in Denmark but has the potential to broaden its reach across Europe. It is different from Platform Black not only geographically but also in the fact that there is no fractional bidding and the individual bids for the entire invoices are quoted as a percentage of the invoice face value, rather than the return per month.

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

European Receivables Exchange (Dansk Faktura Børs) (continued)

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

0.5

-

GLIF Preference Shares

-

-

Loan Book

-

-

GLIF Economic Interest

0.5

-

 

CrowdShed

CrowdShed is creating a new multi-faceted approach to crowd funding, bringing together rewards and donations with equity and commercial debt opportunities. GLIF acquired a 46.8% equity stake in (expected to reduce to 26% over time) Crowdshed for GBP0.6m on 21 February 2014, giving GLIF exposure to the fast growing financial crowd funding industry. CrowdShed will also provide opportunities for GLIF to participate in a variety of assets as different products and funding campaigns are launched on the platform.The valuation at 30 June 2014 was GBP0.6m.

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

0.6

-

GLIF Preference Shares

-

-

Loan Book

-

-

GLIF Economic Interest

0.6

-

 

Proplend

On 7 March 2014, the Company acquired a 22.5% equity stake in Propend for GBP0.5m ordinary shares and the option of acquiring up to GBP0.5m preference shares. The valuation at 30 June 2014 was GBP0.5m.

 

Proplend is a secured P2P lender run by an experienced property team with a differentiated product. The company focuses on the UK commercial property market and loan sizes of typically between GBP100k and GBP5m. It is fully launched online and GLIF has invested GBP0.31m on the platform in August 2014.

 

30 June 2014(GBPm)

31 December 2013(GBPm)

GLIF Ordinary Shares

0.5

-

GLIF Preference Shares

-

-

Loan Book

-

-

GLIF Economic Interest

0.5

-

 

Subsequent to the period end, a further three investments in SME platforms were made, which has been referred to earlier in the CEO Report.

 

Loans

As at 30 June 2014, the Company's loan balance had increased from GBP15.5m at 31 December 2013 to GBP24.7m. The loan balance has increased by 60% in the period as funds received from the disposal of the CLO portfolio was utilised.

 

Platform Loans

Of the GBP24.7m loan balance, GBP22.6m of this related to loans on our platforms. The loan with GBHL which was GBP12.6m at 31 December 2013 increased to GBP17.1m in the period. The coupon rate of the loan is 8%. The loan amount invested through the FundingKnight platform increased from GBP1.3m at 31 December 2013 to GBP3.1m at the end of the period, typically with gross returns in excess of 11%. The Company also provides funding through the platform of Platform Black. At the 31 December 2013 this balance was GBP0.2m, which increased to GBP1.1m at the end of June 2014. The average IRR on Platform Black was greater than 13%. In addition, loans were made to two of the new platforms acquired since the December 2013 year-end. A USD2m bridging loan facility was made to Raiseworks at an interest rate of 12% and GBP0.13m with TradeRiver Finance whereby we have a GBP2m subordinated loan facility at an interest rate of 20%.

 

Other Loans

A deal was accepted in the period for ten cents in the dollar plus a warrant for the sale of the loan with Koosharem (Select Remedy) which had a loan value of GBP0.7m at the 31 December 2013. GBP0.7m was received in cash in May 2014.

 

The loan with Lombardia Capital Partners ("LCP") remains in place with a carrying value of GBP0.7m (31 December 2013: GBP0.7m).

 

A further GBP1.4m was placed on loans with non-platform owned businesses at a rate of 12% to 12.5% during the period.

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Other

Other balances held by the Company at the period end were GBP21.0m (31 December 2013: GBP1.4m).

 

As noted above the main reason for the increase in this balance is FOIF, which at 30 June 2014 was valued at GBP19.8m.

 

The balance also includes IFDC, a Japanese long-only equity manager. As at 30 June 2014, the value was GBP1.1m (31 December 2013: GBP1.1m).

 

The equity of Stratus Technologies Inc was disposed of during the period (Valuation at 31 December 2013 GBP0.4m).

 

Company Statement of Comprehensive Income - Reanalysed

The below table reanalyses the Company's Statement of Comprehensive Income to separate out the realised and unrealised gains and losses and gains and losses on currency transactions and show a like for like comparison of income earned.

 

30 June 2014

31 December 2013

30 June 2013

 

GBP

GBP

GBP

 

CLO investment income

4,693,695

11,309,643

5,643,993

 

BMS interest income

505,333

930,135

459,832

 

Interest on Platform Loans (non-BMS)

Interest on Other Loans

163,488

25,770

-

54,905

-

127,260

IFDC

-

169,430

-

 

Interest income and other fee income

Preference Share Income

9,558

181,646

10,649

-

5,635

-

 

 

Total income

 

5,579,490

 

12,474,762

 

6,236,720

 

 

Expenses

(2,184,236)

(4,085,439)

(2,025,750)

 

 

Profit for the period/year (reanalysed)

3,395,254

8,389,323

4,210,970

 

 

Reconciliation to Company Statement of Comprehensive Income:

 

Realised loss on financial asset

(8,346,678)

(11,941,112)

-

 

Unrealised gain on financial asset

6,656,199

11,162,100

3,974,042

 

(Loss)/gain on foreign currency transactions

(262,495)

345,655

514,378

 

 

Profit for the period/year

1,442,280

7,955,966

8,699,390

 

 

Dividends paid in the period/year

3,512,312

6,556,713

3,277,400

 

 

In the reanalysed numbers, total income for the period of GBP5.6m was 10.5% down on the same period last year with interest from the CLO investment income being 16.8% down as the CLO portfolio was disposed of partway through the period and the CLO portfolio returns declined. This was compensated by an increase in the interest earned on the BMS loan, which had increased in the period from GBP12.6m to GBP17.1m along with interest earned on loans invested through the platforms which have previously been nil.

 

Expenses were 7.8% up on the same period last year from GBP2m to GBP2.2m. Although we saw the T2 management fees in the period decrease as they are linked to the valuation of the CLO portfolio, we also incurred in the period additional costs for the independent valuation on the portfolio which was carried out for the first time this period as well an accrual for the executive teams bonus pool which was nil in the previous period comparisons.

 

In the reanalysed Company Statement of Comprehensive Income which excludes realised and unrealised gains and losses on financial assets and foreign currency transactions, the profit for the six months ended 30 June 2014 was GBP3.4m, compared to a profit of GBP4.2m for the same period in June 2013. This was a decrease of 19.4% or GBP0.8m. During the period GBP3.5m was paid in the way of dividends to shareholders with GBP3.3m paid out in the similar period last year.

 

Change in Net Asset Value

During the period, the NAV has decreased slightly from GBP70.1m to GBP68.4m, representing a 2.4% decrease. This comprises of net proceeds from the issue of new shares from the take up of scrip dividends of GBP0.3m, profits of GBP1.4m and dividends paid out of GBP3.5m.

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Change in Net Asset Value (continued)

During the period the number of shares in issue increased by 0.5% and the NAV per share went from 49.99p at the end of 2013, to 48.53p at the end of the period, being a decrease of 2.9%.

 

GBP

Balance at 31 December 2013

70,112,635

Net Proceeds from Ordinary Shares issued

346,714

Profit for the period

1,442,280

Dividends Paid

(3,512,312)

Balance at 30 June 2014

68,389,317

Number of Shares in issue at 31 December 2013

140,266,411

Number of Shares in issue at 30 June 2014

140,918,264

NAV per Share at 31 December 2013

49.99p

NAV per Share at 30 June 2014

48.53p

 

FX Rates

The company has transactions in numerous currencies. The table below lists out the rates used for the periods/year ended 30 June 2014, 31 December 2013, and 30 June 2013:

 

Rates of exchange v's GBP1

Currency

30 June 2014

31 December 2013

30 June 2013

USD

1.7106

1.6557

1.5213

EUR

1.2493

1.2041

1.1693

HKD

13.2576

12.8394

11.7994

DKK

9.3142

8.9852

8.7192

 

Principal Risks and Uncertainties

There are a number of risks and uncertainties that can impact the performance of the Company. Some of these are beyond the control of the Company and its Board. However the Board and Executive Team do closely monitor market trends and risks on an on-going basis and a review of risks forms part of the quarterly board meetings. The main risks identified by the Board that could affect the Company's performance are as follows:

 

Business risk:

The Company faces risks in a change in economic conditions as well as changes to lending rates and increased competition. The Executive Team monitor current economic information, trends and forecasts on a regular basis. The Board and Executive team also monitor data from the advisors and investee companies. To mitigate this risk, the portfolio is diversified in fixed and floating rate assets as well as robust underwriting by original platforms.

 

Portfolio Management risk:

There is a risk of underperformance of the underlying investments. There is Company representation on the portfolio company boards with the Chief Executive Officer being involved with portfolio companies' management. The Company closely monitors developments within portfolio companies. The Company also has a currency risk in that it has transactions in non-GBP. The financial statements are prepared in GBP. The Board monitors the foreign exchange fluctuations and considers using a hedging programme to mitigate loss against foreign exchange.

 

Operational risk:

The Company performs on-going internal monitoring of operational processes and controls and receives regular reports from the administrators of the Company on operational breaches and errors, adherence to policies and procedures and compliance reporting to reduce risk of fraud and bribery. The Board is aware of the UK Bribery Act 2010 and has adopted an anti-bribery policy relevant to the nature of the Company and its business activities. The Board has also adopted a succession plan to mitigate the risk of disruption from the loss of key individuals.

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Principal Risks and Uncertainties (continued)

 

Default Risk:

The Company is exposed to default risk from the loans made on the underlying platforms. The Executive Team closely monitor the loans made and are confident in the management skills in accessing risk, origination and recovery. The CEO is on the board of these platforms and is kept informed of procedures around risk and is also alerted to any possible defaults early on. To date the Company has a zero default rate in the loans it has invested in.

 

Compliance/Regulatory risk:

As a Guernsey Investment Company listed on the AIM market, the Company is required to comply with the AIM Rules. In conjunction with the Nomad, the Company Secretary monitors statutory requirements to ensure compliance with the AIM Rules. As a Guernsey incorporated company under the AIM Rules for Companies, the Company is not required to comply with the UK Corporate Governance Code issued by the Financial Reporting Council (formerly the Combined Code on Corporate Governance) and applicable for accounting periods beginning on or after 1 October 2012 (the "UK Code"). However, the Directors place a high importance on ensuring that high standards of corporate governance are maintained and have considered the principles and recommendations of the UK Code. The compliance monitoring policies and procedures operated by the administrator and adopted by the Company provides compliance oversight and regular reporting of the Company's adherence with the Law, applicable legislation issued by the GFSC and provides the Company with reporting channels under anti-money laundering legislation.

 

During the period under review, the Company and the relevant financial entities within the Group completed registration with the IRS in order to receive their Global Intermediary Identification Numbers. Management will continue to monitor developments to ensure that the Group remains FATCA compliant for the year ended 31 December 2014.

 

Conflicts risk:

The Company now invests in a number of platforms and whilst no platform is in direct competition with any other, this is a consideration when looking at potential new platforms and one which the Company looks to avoid. The Chief Executive Officer is a board member on all the platforms in which the Company invests. There are service agreements in place to confirm that any information acquired as a result of being a Director of each platform remains confidential to that platform. No information is shared without the knowledge and consent of the relevant platform.

 

 

 

 

 

Emma Stubbs

Chief Financial Officer

Date: 22 September 2014

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

GLI Finance Limited

 

We have audited the condensed consolidated and Company financial statements (the "financial statements") of GLI Finance Limited (the "Company") for the six months ended 30 June 2014 which comprise Condensed Consolidated and Condensed Company Statements of Comprehensive Income, Condensed Consolidated and Condensed Company Statements of Financial Position, Condensed Consolidated and Condensed Company Statements of Changes in Equity, Condensed Consolidated and Condensed Company Statements of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Accounting Standard ("IAS") 34, "Interim Financial Reporting" as adopted by the European Union.

 

This report is made solely to the Company's members, as a body, in accordance with Section 262 of The Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Respective responsibilities of Directors and Auditors

The Directors are responsible for the preparation of the financial statements which give a true and fair view.

 

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable legal and regulatory requirements and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Interim Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Opinion on the financial statements

 

In our opinion the financial statements:

• give a true and fair view of the state of the Company's and Group's affairs as at 30 June 2014 and of the Company's profit and Group's loss for the period then ended;

• are in accordance with IAS 34 as adopted by the European Union; and

• comply with The Companies (Guernsey) Law, 2008.

 

Matters on which we are required to report by exception

 

We have nothing to report in respect of the following:

 

Under The Companies (Guernsey) Law, 2008 we are required to report to you, if in our opinion:

• proper accounting records have not been kept by the Company; or

• the financial statements are not in agreement with the accounting records; or

• we have not obtained all the information and explanations, which to the best of our knowledge and belief, are necessary for the purposes of our audit.

 

 

 

 

Grant Thornton Limited

Chartered Accountants

St Peter Port, Guernsey, Channel Islands

 

Date: 22 September 2014

GLI Finance Limited

For the six month period ended 30 June 2014

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Notes

Audited

Audited

Unaudited

Period to

Year to

Period to

30 June 2014

31 December 2013

30 June 2013

Revenue

GBP

GBP

GBP

Interest income

4,500,107

13,110,495

7,013,231

Dividend revenue

627,857

1,944,179

968,172

5,127,964

15,054,674

7,981,403

Investment income

Net (loss)/gain on financial assets and liabilities at fair value through profit or loss

- Realised losses

4 & 8

(4,776,853)

(11,295,684)

(7,344,076)

- Net movement in unrealised gains

8

5,033,284

4,544,547

6,021,646

- Loss on disposal of subsidiary

8

(10,056,443)

-

-

(9,800,012)

(6,751,137)

(1,322,430)

Other income

6

1,243,812

1,534,570

865,132

(Loss)/gain on foreign currency transactions

(231,913)

399,541

589,954

Total (loss)/income

(3,660,149)

10,237,648

8,114,059

Expenses

Management fees

851,992

2,090,615

1,087,418

Administration and secretarial fees

144,688

206,072

142,970

Custodian fees

21,660

77,395

39,576

Legal and professional fees

531,223

629,825

414,888

Directors' remuneration

72,490

105,000

52,750

Directors' and officers' insurance

11,015

28,891

16,306

Audit fees

39,649

107,058

66,308

Independent valuation fees

150,500

-

-

Executive Team remuneration

338,748

161,783

75,000

Other expenses

5

2,247,226

2,660,715

972,695

Operating expenses before finance costs

4,409,191

6,067,354

2,867,911

Net (loss)/profit from operations before finance costs

(8,069,340)

4,170,294

5,246,148

- Finance costs

(428,704)

(2,284,840)

(1,106,243)

(Loss)/profit for the period/year after finance costs

(8,498,044)

1,885,454

4,139,905

Net losses on Associates

8

(949,992)

(118,716)

-

Reclassification of foreign exchange reserve on sale of subsidary

 

(1,892,799)

-

-

(Loss)/profit for the period/year

(11,340,835)

1,766,738

4,139,905

Other comprehensive income

Reclassification of foreign exchange reserve on sale of subsidiary

 

1,892,799

-

-

Foreign exchange on consolidation

(848)

(226,457)

405,796

Total comprehensive income for the period/ year

(9,448,884)

1,540,281

4,545,701

(Loss)/profit attributable to:

Equity holders of the Company

(10,766,716)

1,116,837

3,666,872

Non-controlling interest

(574,119)

649,901

473,033

(11,340,835)

1,766,738

4,139,905

Total comprehensive income attributable to:

Equity holders of the Company

(8,874,765)

890,380

4,072,668

Non-controlling interest

(574,119)

649,901

473,033

(9,448,884)

1,540,281

4,545,701

Basic & diluted (loss)/earnings per Ordinary Share

7

(7.66)p

0.84p

2.84p

 

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

GLI Finance Limited

For the six month period ended 30 June 2014

CONDENSED COMPANY STATEMENT OF COMPREHENSIVE INCOME

 

Notes

Audited

Audited

Unaudited

Period to

Year to

Period to

30 June 2014

31 December 2013

30 June 2013

GBP

GBP

GBP

Revenue

Interest income

4,874,785

10,574,839

5,262,914

Dividend revenue

627,857

1,889,274

968,171

5,502,642

12,464,113

6,231,085

Investment income

Net loss on financial assets and liabilities at fair value through profit or loss

- Realised losses

8

(8,346,678)

(11,941,112)

-

- Net movement in unrealised gains

8

6,656,199

11,162,100

3,974,042

(1,690,479)

(779,012)

3,974,042

Other income

6

76,848

10,649

5,635

(Loss)/gain on foreign currency transactions

(262,495)

345,655

514,378

Total income

3,626,516

12,041,405

10,725,140

Expenses

Management fees

851,992

2,090,615

1,087,418

Administration and secretarial fees

99,027

153,540

70,798

Custodian fees

7,500

15,572

8,024

Legal and professional fees

309,880

446,093

285,649

Directors' remuneration

52,490

105,000

52,750

Directors' and officers' insurance

11,015

28,891

16,306

Audit fees

58,919

44,100

21,869

Executive Team remuneration

338,748

161,783

75,000

Independent valuation fees

150,500

-

-

Other expenses

5

298,176

539,808

207,139

Operating expenses before finance costs

2,178,247

3,585,402

1,824,953

Net profit from operations before finance costs

1,448,269

8,456,003

8,900,187

- Finance costs

(5,989)

(500,037)

(200,797)

Profit for the period/year after finance costs

1,442,280

7,955,966

8,699,390

Total comprehensive income for the period/year

1,442,280

7,955,966

8,699,390

Basic & diluted earnings per Ordinary Share

7

1.03p

6.01p

6.73p

 

 

All of the profits for the current and prior periods/year are attributable to the equity holders of the parent.

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

GLI Finance Limited

As at 30 June 2014

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

Notes

Audited

Audited

Unaudited

30 June 2014

31 December 2013

30 June 2013

ASSETS

GBP

GBP

GBP

Non-current assets

Fixed assets - tangible

20,404

376

53,963

Fixed assets - intangible intellectual property

3,828,270

1,466,397

457,963

Fixed assets - intangible goodwill

275,885

-

633,341

Financial assets available for sale

8

791,126

791,126

-

Financial assets at fair value through profit or loss

8

34,161,598

198,734,550

216,330,912

Associates held at equity method accounting

8

23,838,071

5,001,161

-

62,915,354

205,993,610

217,476,179

Current assets

Financial assets at fair value through profit or loss

8

3,205,702

-

-

Trade and other receivables

10

6,377,042

3,295,679

2,202,363

Cash and cash equivalents

12,638,772

18,106,171

19,630,640

Assets held for sale

-

-

314,515

22,221,516

21,401,850

22,147,518

Total assets

85,136,870

227,395,460

239,623,697

EQUITY

Share premium

12

39,997,773

39,651,059

35,174,495

Distributable reserve

34,802,740

34,802,740

34,802,740

Foreign exchange reserve

(848)

(1,892,799)

(1,260,546)

Retained earnings

(12,771,407)

1,507,621

7,044,471

Capital and reserves attributable to equity holders of the Company

62,028,258

74,068,621

 

75,761,160

Non-controlling interest

1,000,810

992,344

1,107,974

Total equity

63,029,068

75,060,965

76,869,134

LIABILITIES

Non-current liabilities

Loan notes at fair value through profit or loss

11

-

137,767,085

157,082,117

Trade and other payables

11

18,414,799

8,971,204

-

18,414,799

146,738,289

157,082,117

Current liabilities

Trade and other payables

11

3,693,003

5,596,206

5,614,641

Liabilities held for sale

-

-

57,805

Total liabilities

22,107,802

152,334,495

162,754,563

Total equity and liabilities

85,136,870

227,395,460

239,623,697

Net Asset Value per Ordinary Share

13

44.02p

52.81p

57.78p

 

The financial statements were approved by the Board of Directors on 22 September 2014 and were signed on its behalf by:

 

Patrick Firth James Carthew

Director Director

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

GLI Finance Limited

As at 30 June 2014

CONDENSED COMPANY STATEMENT OF FINANCIAL POSITION

 

Notes

Audited

Audited

Unaudited

30 June 2014

31 December 2013

30 June 2013

GBP

GBP

GBP

ASSETS

Non-current assets

Other financial assets held at fair value through profit or loss

 

8

 

24,918,686

28,776,739

 

22,024,303

Subsidiaries held at fair value through profit or loss

8

4,399,221

34,285,809

37,629,045

Associates held at fair value through profit or loss

8

26,938,010

4,405,948

-

56,255,917

67,468,496

59,653,348

Current assets

Financial assets at fair value through profit or loss

8

1,919,180

-

-

Trade and other receivables

10

5,051,296

1,664,543

405,760

Cash and cash equivalents

5,886,452

4,040,663

10,249,132

12,856,928

5,705,206

10,654,892

Total assets

69,112,845

73,173,702

70,308,240

EQUITY

Share premium

12

39,997,773

39,651,059

35,174,495

Distributable reserve

34,802,740

34,802,740

34,802,740

Retained earnings

(6,411,196)

(4,341,164)

(318,427)

Total equity

68,389,317

70,112,635

69,658,808

LIABILITIES

Current liabilities

Trade and other payables

11

723,528

3,061,067

649,432

Total liabilities

723,528

3,061,067

649,432

Total equity and liabilities

69,112,845

73,173,702

70,308,240

Net Asset Value per Ordinary Share

13

48.53p

49.99p

53.12p

 

 

The financial statements were approved by the Board of Directors on 22 September 2014 and were signed on its behalf by:

 

 

 

Patrick Firth James Carthew

Director Director

 

 

 

 

 

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

 

GLI Finance Limited

For the period ended 30 June 2014

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

Share Capital

Share Premium

Distributable Reserve

Foreign Exchange Reserve

Retained Earnings

Capital and reserves attributable to equity holders of the Company

Non-controlling Interest

Total Equity

GBP

GBP

GBP

GBP

GBP

GBP

GBP

GBP

Balance at 31 December 2012 Audited

-

29,437,520

34,802,740

(1,666,342)

6,654,999

69,228,917

634,941

69,863,858

 

Net proceeds from Ordinary Shares issued (note 12)

-

5,736,975

-

-

-

 

5,736,975

 

-

 

5,736,975

Dividends paid*

-

-

-

-

(3,277,400)

(3,277,400)

-

(3,277,400)

Transactions with owners

-

5,736,975

-

-

(3,277,400)

2,459,575

-

2,459,575

 

Profit for the period

-

-

-

-

3,666,872

3,666,872

473,033

4,139,905

Other comprehensive income:

 

Foreign exchange on consolidation

-

-

-

405,796

-

405,796

-

405,796

Total comprehensive income for the period

-

-

-

405,796

3,666,872

4,072,668

473,033

4,545,701

 

Balance at 30 June 2013 Unaudited

-

35,174,495

34,802,740

(1,260,546)

7,044,471

75,761,160

1,107,974

76,869,134

 

Net proceeds from Ordinary Shares issued (note 12)

-

4,476,564

-

-

-

 

4,476,564

 

-

4,476,564

Dividends paid**

-

-

-

-

(3,279,313)

(3,279,313)

-

(3,279,313)

Dividends paid to non-controlling interest

-

-

-

-

292,498

292,498

(292,498)

-

Transactions with owners

-

4,476,564

-

-

(2,986,815)

1,489,749

(292,498)

1,197,251

 

(Loss)/profit for the year

-

-

-

-

(2,550,035)

(2,550,035)

176,868

(2,373,167)

Other comprehensive income:

 

Foreign exchange on consolidation

-

-

-

(632,253)

-

(632,253)

-

(632,253)

Total comprehensive income for the year

-

-

-

(632,253)

(2,550,035)

 

(3,182,288)

 

176,868

(3,005,420)

 

Balance at 31 December 2013 Audited

-

39,651,059

34,802,740

(1,892,799)

1,507,621

74,068,621

992,344

75,060,965

 

*During the period ended 30 June 2013, the Company made two dividend payments, totalling 2.5 pence per Ordinary Share.

**During the year ended 31 December 2013, the Company made four dividend payments, totalling 5.0 pence per Ordinary Share.

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

 

GLI Finance Limited

For the period ended 30 June 2014

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (continued)

 

Share Capital

Share Premium

Distributable Reserve

Foreign Exchange Reserve

Retained Earnings

Capital and reserves attributable to equity holders of the Company

Non-controlling Interest

Total Equity

GBP

GBP

GBP

GBP

GBP

GBP

GBP

GBP

Balance at 31 December 2013 Audited

-

39,651,059

34,802,740

(1,892,799)

1,507,621

74,068,621

992,344

75,060,965

 

Acquisition of non-controlling interest

-

-

-

-

-

-

808,797

808,797

Disposal of non-controlling interest

-

-

-

-

-

-

(226,212)

(226,212)

Net proceeds from Ordinary Shares issued (note 12)

-

346,714

-

-

-

 

346,714

 

-

 

346,714

Dividends paid***

-

-

-

-

(3,512,312)

(3,512,312)

-

(3,512,312)

Transactions with owners

-

346,714

-

-

(3,512,312)

(3,165,598)

582,585

(2,583,013)

 

Loss for the period

-

-

-

-

(10,766,716)

(10,766,716)

(574,119)

(11,340,835)

Other comprehensive income:

 

Foreign exchange transfer on disposal of subsidiary

1,892,799

-

 

1,892,799

 

-

1,892,799

Foreign exchange on consolidation

-

-

-

(848)

-

(848)

-

(848)

Total comprehensive income for the period

-

-

-

1,891,951

(10,766,716)

(8,874,765)

(574,119)

(9,448,884)

 

Balance at 30 June 2014 Audited

-

39,997,773

34,802,740

(848)

(12,771,407)

62,028,258

1,000,810

63,029,068

 

 

***During the period ended 30 June 2014, the Company made two dividend payments, totalling 2.5 pence per Ordinary Share.

 

 

 

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

 

GLI Finance Limited

For the period ended 30 June 2014

CONDENSED COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

Share Capital

Share Premium

Distributable Reserve

Retained Earnings

Total Equity

GBP

GBP

GBP

GBP

GBP

Balance at 31 December 2012 Audited

-

29,437,520

34,802,740

(5,740,417)

58,499,843

Net proceeds from Ordinary Shares issued (note 12)

-

5,736,975

-

-

5,736,975

Dividends paid*

-

-

-

(3,277,400)

(3,277,400)

Transactions with owners

-

5,736,975

-

(3,277,400)

2,459,575

Profit for the period

-

-

-

8,699,390

8,699,390

Total comprehensive income for the period

-

-

-

8,699,390

8,699,390

Balance at 30 June 2013 Unaudited

-

35,174,495

34,802,740

(318,427)

69,658,808

Net proceeds from Ordinary Shares issued (note 12)

-

4,476,564

-

-

4,476,564

Dividends paid**

-

-

-

(3,279,313)

(3,279,313)

Transactions with owners

-

4,476,564

-

(3,279,313)

1,197,251

Loss for the period

-

-

-

(743,424)

(743,424)

Total comprehensive income for the period

-

-

-

(743,424)

(743,424)

Balance at 31 December 2013 Audited

-

39,651,059

34,802,740

(4,341,164)

70,112,635

Net proceeds from Ordinary Shares issued (note 12)

-

346,714

-

-

346,714

Dividends paid***

-

-

-

(3,512,312)

(3,512,312)

Transactions with owners

-

346,714

-

(3,512,312)

(3,165,598)

Profit for the period

-

-

-

1,442,280

1,442,280

Total comprehensive income for the period

-

-

-

1,442,280

1,442,280

Balance at 30 June 2014 Audited

-

39,997,773

34,802,740

(6,411,196)

68,389,317

 

 

*During the period ended 30 June 2013, the Company made two dividend payments, totalling 2.5 pence per Ordinary Share.

**During the year ended 31 December 2013, the Company made four dividend payments, totalling 5.0 pence per Ordinary Share.

***During the period ended 30 June 2014, the Company made two dividend payments, totalling 2.5 pence per Ordinary Share.

 

 

 

 

 

 

 

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

GLI Finance Limited

For the period ended 30 June 2014

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

Notes

Audited

Audited

Unaudited

30 June 2014

31 December 2013

30 June 2013

GBP

GBP

GBP

Cash flows from/(used in) operating activities

Cash generated from operations

14

9,043,174

14,061,389

6,803,978

Purchase of investments

(17,618,526)

(117,309,344)

(84,339,221)

Sale of investments

14,663,990

5,658,879

2,792,234

Principal received

45,911,093

94,647,752

65,113,092

Net cash inflow/(outflow) from/ (used in) operating activities

51,999,731

(2,941,324)

(9,629,917)

Cash flows (used in)/from investing activities

Business combination (acquisition of Subsidiaries)

(171,576)

(60,658)

(100,000)

Business combination (disposal of Subsidiary)

(25,187,441)

-

-

Fixed assets acquired - tangible

(20,027)

(11,129)

(7,656)

Fixed assets disposed - tangible

-

63,018

-

Fixed assets acquired - intangible

(1,853,677)

(927,837)

(468,908)

Net cash outflow used in investing activities

(27,232,721)

(936,606)

(576,564)

Cash flows (used in)/from financing activities

Cash paid on repurchase of loan notes

(26,841,752)

(8,418,018)

-

Ordinary Shares issued proceeds received

-

10,126,560

5,720,160

Non-controlling interest acquired

(226,212)

-

-

Dividends paid

(3,165,597)

(6,469,734)

(3,260,585)

Net cash (outflow)/inflow (used in)/from financing activities

(30,233,561)

(4,761,192)

2,459,575

Net decrease in cash and cash equivalents

(5,466,551)

(8,639,122)

(7,746,906)

Cash and cash equivalents at beginning of period/year

18,106,171

26,971,750

26,971,750

Effect of foreign exchange rate changes during the period/year

(848)

(226,457)

405,796

Cash and cash equivalents at end of period/year

12,638,772

18,106,171

19,630,640

 

 

 

 

 

 

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

 

 

GLI Finance Limited

For the period ended 30 June 2014

CONDENSED COMPANY STATEMENT OF CASH FLOWS

 

Notes

Audited

Audited

Unaudited

30 June 2014

31 December 2013

30 June 2013

 

GBP

GBP

GBP

Cash flows from/(used in) operating activities

Cash generated from operations

14

89,417

6,193,688

3,756,205

Purchase of investments

(12,289,600)

(12,647,207)

(2,013,898)

Sale of investments

10,342,358

504,237

-

Principal received

-

285,869

-

Net cash (used in)/from operating activities

(1,857,825)

(5,663,413)

1,742,307

Cash flows(used in)/ from investing activities

Business combination (acquisition of Subsidiary)

(776,588)

-

-

Business combination (disposal of Subsidiary)

7,645,800

-

-

Net cash inflow from investing activities

6,869,212

-

-

Cash flows (used in)/from financing activities

Ordinary Shares issued proceeds received

-

10,126,560

5,720,160

Dividends paid

(3,165,598)

(6,469,734)

(3,260,585)

Net cash (outflow)/inflow (used in)/from financing activities

(3,165,598)

3,656,826

2,459,575

Net increase/(decrease) in cash and cash equivalents

1,845,789

(2,006,587)

4,201,882

Cash and cash equivalents at beginning of period/year

4,040,663

6,047,250

6,047,250

Cash and cash equivalents at end of period/year

5,886,452

4,040,663

 

10,249,132

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS

For the period ended 30 June 2014

 

1. GENERAL INFORMATION

GLI Finance Limited (the "Company") was incorporated and domiciled in Guernsey, Channel Islands, as a company limited by shares and with limited liability on 9 June 2005 in accordance with The Companies (Guernsey) Law, 1994 (since superseded by The Companies (Guernsey) Law, 2008). The Company is a Guernsey Authorised Closed-ended Investment Scheme and is subject to the Authorised Closed-ended Investment Scheme Rules 2008. The Company was admitted to the AIM market of the London Stock Exchange on 5 August 2005. The Company does not have a fixed life and the Articles do not contain any trigger events for a voluntary liquidation of the Company.

 

The Company is an investing company for the purpose of the AIM rules. The Executive Team is responsible for the management of the Company.

 

As at 30 June 2014, the Group comprises the Company and its subsidiaries (please refer to note 15 for full details of the Company's subsidiaries).

 

2. PRINCIPAL ACCOUNTING POLICIES

 

(i) Basis of preparation

These condensed financial statements ("financial statements") have been prepared in accordance with International Accounting Standard (IAS) 34 'Interim Financial Reporting', as adopted by the European Union. They do not include all the information and disclosures required in annual financial statements and should be read in conjunction with the Company's annual audited financial statements for the year ended 31 December 2013, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union.

 

The same accounting policies and methods of computation are followed in these financial statements as in the last annual financial statements for the year ended 31 December 2013.

 

Certain expense items included in the prior year/period comparatives have been reclassified during the current period.

 

The Company does not operate in an industry where significant or cyclical variations, as a result of seasonal activity, are experienced during the financial period.

 

These financial statements were authorised for issue by the Company's Directors on 22 September 2014.

 

New Accounting Standards, interpretations and amendments adopted

The following new standards, which became effective for the current period, have had no impact on the Company's accounting policies or disclosures:

 

· IAS 27 Separate Financial Statements - amended by Investment Entities, effective for annual periods beginning on or after 1 January 2014.

 

· IAS 28 Investments in Associates - amended by Investment Entities, effective for annual periods beginning on or after 1 January 2014.

 

· IAS 32 Financial Instruments: Presentation - amendments to application guidance on the offsetting of financial assets and financial liabilities effective for annual periods beginning on or after 1 January 2014.

 

· IFRS 10 Consolidated Financial Statements - amended by Investment Entities, effective for annual periods beginning on or after 1 January 2014.

 

· IFRS 11 Joint Arrangements- replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly controlled Entities- Non-monetary Contributions by Venturers effective for annual periods beginning on or after 1 January 2014.

 

Accounting Standards or interpretations, not yet adopted

A number of new standards, amendments to standards and interpretations which have been issued or amended by the IASB, are not yet effective and have not been applied in preparing these financial statements. The following standards will in the future apply to the Company:

 

· IFRS 7 Financial Instruments: Disclosures - amendments requiring disclosures about the initial application of IFRS 9 effective for annual periods beginning on or after 1 January 2015 (or otherwise when IFRS 9 is first applied).

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

2. ACCOUNTING POLICIES (continued)

 

(i) Basis of preparation (continued)

 

Accounting Standards or interpretations, not yet adopted (continued)

 

· IFRS 9 Financial Instruments - accounting for financial liabilities and derecognition effective for annual periods beginning on or after 1 January 2018. (Pending EU endorsement)

 

· IFRS 15 for the recognition of revenue from contracts with customers, effective for periods beginning on or after 1 January 2017. (Pending EU Endorsement)

 

The Directors are considering the above standards, however, at this time they are not expected to have a significant impact on the Company.

 

The Directors believe that the financial statements contains all of the information required to enable Shareholders and potential investors to make an informed appraisal of the investment activities and profits and losses of the Group and Company for the period to which it relates and does not omit any matter or development of significance.

 

(ii) Foreign currency translation

 

Translation differences on non-monetary items are reported as part of the fair value gain or loss reported in the Consolidated Statement of Comprehensive Income. The rates of exchange as at 30 June 2014 are as follows:

 

GBP1: USD1.7106

GBP1: EUR1.2493

GBP1: SEK11.4320

GBP1: CHF1.5170

 

Differences arising are dealt with in the Consolidated and Company Statements of Comprehensive Income.

 

(iii) Critical accounting estimates and judgements in applying accounting policies

The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. These financial statements have been prepared on a going concern basis which the Directors of the Company believe to be appropriate.

 

Fair values of Unlisted Debt Securities and Unlisted Equity Securities designated as financial assets and liabilities at fair value

The Group invests in financial instruments which are not quoted in active markets and may receive such financial instruments as distributions on certain investments. Fair values are determined by using valuation techniques. Where valuation techniques, such as the Market Capitalisation Approach, are used to determine fair values they are carried out by an independent valuation firm specifically engaged by the Group to carry out the valuations. Changes in assumptions could affect the reported fair value of financial instruments. See Note 8 for details of the carrying amounts at the year end.

 

Because the Group's portfolio investments are generally not traded in active markets, fair value determinations are based upon additional information, including internal analysis and projections as well as independent valuation work performed by outside firms, beyond the indicative quotes which are generally also available for portfolio investments. These other analyses rely upon observable data including comparable transactions, interest rates and credit spreads.

 

Going Concern

The Board has assessed the Company's financial position as at 30 June 2014 and the factors that may impact its performance in the forthcoming year and are of the opinion that it is appropriate to prepare these financial statements on a going concern basis.

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

3. FINANCIAL RISK MANAGEMENT

 

Financial risk factors

The Group is exposed to a variety of financial risks: market risk (including price risk, fair value interest rate risk, cash flow interest rate risk and currency risk), credit risk and liquidity risk. These financial statements do not include all financial risk information and disclosures as required in annual financial statements and therefore should be read in conjunction with the last audited annual accounts for the year ended 31 December 2013. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures to minimise operational and legal risks. The risk management policies employed by the Group to manage these risks are the same as those in place during the prior year and were disclosed in the last annual audited financial statements for the year ended 31 December 2013.

 

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Fair value estimation

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.

 

When available, the Group measures the fair value of an instrument using quoted price in an active market for that instrument. A market is regarded as "active" if transactions of the asset or liability take place with sufficient frequency and volume to provide pricing information on an on-going basis. The Group measure financial instruments quoted in an active market at a mid price.

 

If there is no quoted price in an active market, the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

 

The Group recognises transfers between levels of the fair value hierarchy (see below) as at the end of the reporting period during which the change has occurred.

 

Unquoted equity security investments, at fair value through profit or loss, are valued by the independent valuer in accordance with the International Private Equity and Venture Capital valuation guidelines or any other valuation model and techniques which can provide a reasonable estimate of fair value of the investment involved.

 

Factors considered in these independent valuation analyses include discounted cash flows, comparable company and comparable transaction analysis, and credit spread analysis based upon the independent valuation firms' view of the implied credit rating of the investment and the corresponding required spread in the marketplace. The Board considers all the information presented to it, including indicative bids, internal analysis, and independent valuations, in order to reach, in good faith, their fair value determination.

 

If in the case of any investment the Directors at any time consider that the above basis of valuation is inappropriate or that the value determined in accordance with the foregoing principles is unfair, they are entitled to substitute what in their opinion, is a fair value.

 

Where this is the case or where no value is provided by the independent valuers of the underlying investment, then the fair value is estimated with care and in good faith by the Directors in consultation with the Executive Team with a view to establishing the probable realisation value for such shares as at close of business on the relevant valuation day.

 

Gains and losses arising from changes in the fair value of the financial assets at fair value through profit or loss are included in the Consolidated and Company Statements of Comprehensive Income in the period in which they arise.

 

Income from financial instruments at fair value through profit or loss relates to financial assets designated at fair value through profit or loss and includes all realised and unrealised fair value changes, interest (using the effective interest rate method), dividends, finance costs and foreign exchange differences.

 

The fair values of the Group's short-term trade receivables and payables approximate their carrying amounts at the year end date.

 

Subsidiaries

Investments in the directly held subsidiaries are initially recorded at cost by the Company. The Company has designated its investments in directly held subsidiaries as fair value through profit or loss since they are managed and their performance is evaluated on a fair value basis, and information about the Group is provided internally on that basis to the entity's key management personnel including the entity's Board of Directors.

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

4. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

 

Fair value estimation (continued)

 

Investment in Associates

Associates are those entities over which the Group is able to exert significant influence but which are not subsidiaries.

 

Investments in associates and joint ventures are accounted for by the Group using the equity method.

 

Any goodwill or fair value adjustment attributable to the Group's share in the associate is not recognised separately and is included in the amount recognised as investment.

 

The carrying amount of the investment in associates is increased or decreased to recognise the Group's share of the profit or loss and other comprehensive income of the associate, adjusted where necessary to ensure consistency with the accounting policies of the Group.

 

Unrealised gains and losses on transactions between the Group and its associates are eliminated to the extent of the Group's interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment.

 

The Company has designated its investments in associates as fair value through profit or loss.

 

Fair value hierarchy

The fair value of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or broker price quotations. For all other financial instruments, the Group determines fair values using other valuation techniques.

 

For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.

 

The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements.

 

§ Level 1 - inputs that are quoted market prices (unadjusted) in active markets for identical instruments.

 

§ Level 2 - Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.

 

§ Level 3 - Inputs that are, unobservable. This category includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments but for which significant unobservable adjustments or assumptions are required to reflect difference between the instruments.

 

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

4. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

 

Fair value hierarchy (continued)

The financial assets and liabilities measured at fair value in the Consolidated Statement of Financial Position are grouped into the fair value hierarchy as follows:

 

30 June 2014

Audited

31 December 2013

Audited

30 June 2013

Unaudited

Level 3 & Total

Level 3 & Total

Level 3 & Total

Assets

Note

GBP

GBP

GBP

Loans - broadly syndicated

-

162,460,743

194,776,511

Loans

a

28,305,924

20,187,404

10,066,814

Equity securities

b

5,855,674

5,733,763

4,389,743

CLO equity securities

b

-

10,352,640

6,556,301

Warrant securities

c

-

-

541,543

Current asset loans

a

3,205,702

-

-

Total

37,367,300

198,734,550

216,330,912

Liabilities

CLO loan notes

-

137,767,085

157,082,117

Total

-

137,767,085

157,082,117

Net Fair Value

37,367,300

60,967,465

59,248,795

 

Measurement of fair value

The methods and valuation techniques used for the purposes of measuring fair value are unchanged compared to the previous reporting year.

 

The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.

 

(a) Loans - non current and current asset loans

The loans held by the Group are bilateral agreements and thus there are no external valuation metrics available. The fair value is established by considering the financial data provided by the underlying businesses to the Group. If the loan remains within its covenants, continues to meet all of its obligations and management expect this to continue to be the case, the loans are valued at par. If the companies fail to meet their obligations, or management are of the view that it is likely in the future that the company may not meet its obligations in the future, a provision is made against the loan.

 

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

4. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

 

Measurement of fair value (continued)

 

(b) Equity securities

The Group has a number of equity positions, which fall into three categories:

 

1. Investments in finance platforms

2. Investments in equity positions received from loan restructurings

3. Other equity investments

 

The equity securities have significant unobservable inputs, as they trade infrequently and are unlisted. There is a discrete valuation approach to each category of equity investments.

 

Investments in finance platforms (including Subsidiaries and Associates)

At the period end, the Group held investments in ten finance platforms: BMS Finance, Raiseworks LLC, Finpoint Limited, FundingKnight Holdings Limited, Platform Black Limited, Crowshed Limited, Proplend Limited, TradeRiver Finance Limited, Sancus Limited and European Receivables Exchange A/S.

 

At Company Level, the investments in the platforms were initially recognised at fair value, being the acquisition cost of each investment. Subsequently to that, the Board assesses carrying fair value based on independent third-party valuations, the latest available financial information and consideration of any material alterations to the prospects of these investments during the time since the assets were acquired. Any changes in carrying fair value are reflected in the Company Statement of Comprehensive Income.

 

In the case of BMS Finance, Raiseworks LLC and Finpoint Limited, all of which are subsidiaries of the Company, at Group level the fair value is ascertained by reference to the underlying assets and liabilities these subsidiaries, as these companies are consolidated into the Group consolidated financial statements.

 

The Group uses the equity method to account for any investment in a platform is classified as an investment in an Associate. As at 30 June 2014, FundingKnight Holdings Limited, Platform Black Limited, Crowshed Limited, Peratech Limited and Proplend Limited are classified as Associates.

 

The remaining investments in platforms, being TradeRiver Finance Limited, Sancus Limited and European Receivables Exchange A/S, are valued at Group level on the same basis as at Company level described above.

 

Investments in equity positions received from loan restructurings

As observable prices are not available for these equity securities, the Board uses an independent third-party valuer to provide a valuation analysis of the equities in its determining of the fair value. The valuation expert used the Income Approach - Discounted Cash Flow Method and the Market Approach - Guideline Comparable Method and Comparable Transaction Method to estimate the indicated Total Enterprise Value ("TEV") of each company. The TEV is used to ascertain the fair value of the equity securities. Assumptions used by the expert include discount rates, growth rates, EBITDA margins and tax rates. These assumptions are made by the independent valuation firm and the Group has no input to the process.

 

Other equity investments

At present the Group has one other equity investment and that is the holding of IFDC, denominated in Euro. GLIF is the only external investor in this company and thus the Board does not believe that a fair value using comparable more broadly held companies would be appropriate. Instead the Board value the investment in IFDC with reference to the net asset value of the business, as the Board believe that this is the basis against which any realisation of the Group's position will be valued in the future.

 

(c) Warrant security

There are two warrant securities held within GLIF BMS holdings Limited. By nature of the warrant securities being issued by companies that are relatively small and relatively early stage and unlisted, they have unobservable inputs and thus there is a high degree of uncertainty as to the equity value of the businesses and thus whether any value will ever attach to the warrants. For these reasons all of the warrants held by the Company are valued at zero, unless and until cash has been received by the Company in exchange for the warrant.

 

 

 

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

4. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

 

Level 3 fair value measurements

The Group's financial assets classified in Level 3 use valuation techniques based on significant inputs that are not based on observable market data. The financial instruments within this level can be reconciled from beginning to ending balances as follows:

 

 

Period ended 30 June 2014

Loans - Broadly Syndicated

 

Loans*

 

Equity

 

CLO Equity

 

Warrants

 

Total

Audited

GBP

GBP

GBP

GBP

GBP

GBP

Opening fair value

162,460,743

20,187,404

5,733,763

10,352,640

-

198,734,550

Purchases/loans advanced

-

11,978,875

1,303,406

-

13,282,281

Classification transfer in/(out)

(724,617)

724,617

-

-

-

-

Sales

(5,115,053)

-

-

(9,703,304)

(306,916)

(15,125,273)

Transfers out on sale of T2 CLO

(115,224,866)

-

(129,979)

-

-

(115,354,845)

Capital repayments

(44,565,039)

(1,346,054)

-

-

(45,911,093)

Gains and losses recognised in profit and loss:

 - realised

(4,150,854)

(9,463)

-

(923,452)

306,916

(4,776,853)

 - unrealised

5,818,172

(23,753)

126,970

274,116

-

6,195,505

 - net gain on transfer out of assets on sale of T2 CLO (see note 8)

1,501,514

-

(1,178,486)

-

-

323,028

Closing fair value

-

31,511,626

5,855,674

-

-

37,367,300

 

*As at 30 June 2014, GBP3,205,702 of the total loans balance of the Group is due within 12 months and has been classified as current assets on the Condensed Consolidated Statement of Financial position.

 

 

31 December 2013

Loans - Broadly Syndicated

 

Loans

 

Equity

 

CLO Equity

 

Warrants

 

Total

Audited

GBP

GBP

GBP

GBP

GBP

GBP

Opening fair value

169,868,266

8,112,084

3,335,241

4,479,376

410,146

186,205,113

Purchases/loans advanced

89,561,215

16,474,319

3,154,978

6,924,937

116,115,449

Sales/loan notes repaid

(3,607,680)

-

-

-

(1,063,344)

(4,671,024)

Transfers out on consolidation

-

(713,744)

(713,744)

Capital repayments

(91,264,677)

(3,994,235)

-

-

-

(95,258,912)

Gains and losses recognised in profit and loss:

 - realised

(46,132)

(12,000,936)

-

-

751,384

(11,295,684)

 - unrealised

(2,050,249)

12,309,916

(756,456)

(1,051,673)

(98,186)

8,353,352

Closing fair value

162,460,743

20,187,404

5,733,763

10,352,640

-

198,734,550

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

4. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

 

Level 3 fair value measurements (continued)

 

Period ended 30 June 2013

Broadly Syndicated loans

Equity

CLO Equity

Warrants

Total

Unaudited

GBP

GBP

GBP

GBP

GBP

Opening fair value

177,980,350

3,335,241

4,479,376

410,146

186,205,113

Purchases/loans advanced

82,319,114

664,723

2,013,898

-

84,997,735

Sales

(3,142,234)

-

-

-

(3,142,234)

Capital repayments

(65,113,092)

-

-

-

(65,113,092)

Gains and losses recognised in profit and loss:

 - realised

(7,344,076)

-

-

-

(7,344,076)

 - unrealised

20,143,263

389,779

63,027

131,397

20,727,466

Closing fair value

204,843,325

4,389,743

6,556,301

541,543

216,330,912

 

The Group's financial liabilities classified in Level 3 used valuation techniques based on significant inputs that are not based on observable market data. The financial instruments within this level can be reconciled from beginning to ending balances as follows:

 

 

 

CLO Loan Notes

Period ended

30 June 2014

Audited

Year ended

31 December 2013

Audited

Period ended

30 June 2013

Audited

GBP

GBP

GBP

Opening fair value

(137,767,085)

(142,376,297)

(142,376,297)

Transferred out on disposal of T2 CLO

113,975,940

-

-

Repurchases

26,841,752

8,418,017

-

Gains/(losses) recognised in profit and loss (see note 8):

 - realised on transferred out on disposal of T2 CLO

4,882,527

-

-

 - unrealised

(7,933,134)

(3,808,805)

(14,705,820)

Closing fair value

-

(137,767,085)

(157,082,117)

 

Changing inputs to the Level 3 valuations to reasonably possible alternative assumptions would not change significantly amounts recognised in profit or loss, total assets or total liabilities or total equity.

 

There have been no transfers into or out of level 3 in the reporting periods under review.

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

5. EXPENSES

 

Other expenses

The table below details other charges during the period:

 

GROUP

30 June 2014

Audited

31 December 2013

Audited

30 June 2013

Unaudited

Other expenses:

GBP

GBP

GBP

Directors' expenses

73,477

65,863

30,922

Other staff costs

579,410

141,477

297,747

Other office and administration costs

255,623

197,346

68,167

Other investment management fees

-

948,966

256,619

NOMAD fees

-

58,059

34,712

Listing fees

8,927

18,637

9,884

Broker fees

38,057

33,588

7,753

CFO fees

10,417

125,000

62,500

Marketing expenses

181,707

63,020

19,071

AIC fees

-

3,903

3,330

Registrar fees

9,918

36,134

9,918

Investments expenses

142,539

632,860

3,125

Amortisation

95,895

52,767

-

Sundry

851,256

283,095

168,947

2,247,226

2,660,715

972,695

 

COMPANY

30 June 2014

Audited

31 December 2013

Audited

30 June 2013

Unaudited

Other expenses:

GBP

GBP

GBP

Directors' expenses

73,477

65,863

30,922

Management expenses

27,693

-

-

Other office costs

19,310

-

-

NOMAD fees

-

58,059

34,712

Listing fees

8,927

16,967

9,884

Broker fees

38,057

33,588

7,753

CFO fees

10,417

125,000

62,506

Marketing expenses

67,619

63,020

19,071

AIC fees

-

3,903

3,330

Registrar fees

9,918

36,134

9,918

Sundry

42,758

137,274

29,043

298,176

539,808

207,139

 

Non-executive Directors' fees remuneration

As at 30 June 2014, each of the non-executive Directors had entered into an agreement with the Company providing for them to act as a Director of the Company. There have been no changes to the remuneration paid to the non-executive Directors during the current period. Full details of fees paid to non-executive Directors are disclosed in the last annual financial statements, which should read in conjunction with these financial statements.

 

Executive Team's remuneration

There have been no changes to the remuneration structure payable to the Executive Team during the current period. Full details of the remuneration entitlements of the Executive Team are disclosed in the last annual financial statements, which should read in conjunction with these financial statements.

 

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

6. OTHER INCOME

The table below details other income during the period/year:

 

GROUP

30 June 2014

Audited

31 December 2013

Audited

30 June 2013

Unaudited

Other income:

GBP

GBP

GBP

Net sales revenue

-

678,402

78,057

Other income on disposal of subsidiary

67,290

-

-

Assignment arrangement fees

180,716

505,498

249,629

Bank interest

4,527

34,559

22,108

Sundry income

991,279

316,111

515,338

1,243,812

1,534,570

865,132

 

COMPANY

30 June 2014

Audited

31 December 2013

Audited

30 June 2013

Unaudited

Other income:

GBP

GBP

GBP

Other income on sale of business combination

67,290

-

-

Arrangement fees

6,750

-

-

Bank interest

2,808

10,649

5,635

76,848

10,649

5,635

 

7. (LOSS)/EARNINGS PER ORDINARY SHARE

Consolidated (loss)/earnings per Ordinary Share has been calculated by dividing the consolidated (loss)/profit attributable to Ordinary Shareholders of GBP(10,766,716) (year ended 31 December 2013: GBP1,116,837 and period ended 30 June 2013: GBP3,666,872) by the weighted average number of Ordinary Shares outstanding during the period of 140,532,211 (year ended 31 December 2013: 132,471,555 and period ended 30 June 2013: 129,254,766). There was no dilutive effect for potential Ordinary Shares during the current or prior periods/year, therefore fully diluted consolidated earnings/ (loss) per Ordinary Share is calculated in the same way as the undiluted consolidated earnings/(loss) per Ordinary Share described above.

 

Company earnings per Ordinary Share has been calculated by dividing the Company profit attributable to Ordinary Shareholders of GBP1,442,280 (year ended 31 December 2013: GBP7,955,966 and period ended 30 June 2013: GBP8,699,390) by the weighted average number of Ordinary Shares outstanding during the period of 140,532,211 (year ended 31 December 2013: 132,471,555 and period ended 30 June 2013: 129,254,766). There was no dilutive effect for potential Ordinary Shares during the current or prior periods/year, therefore fully diluted Company earnings/(loss) per Ordinary Share is calculated in the same way as the Company's undiluted earnings/(loss) per Ordinary Share described above.

 

Basic & diluted (loss)/earnings per Ordinary Share (continued)

 

GROUP & COMPANY

Date

No. of shares

No. of days

Weighted average no. of shares

01/01/2014

140,266,411

79

61,221,251

20/03/2014

140,718,491

92

71,525,421

20/06/2014

140,918,264

10

7,785,539

30/06/2014 (Audited)

181

140,532,211

01/01/2013

119,179,010

28

9,142,500

28/01/2013

131,096,010

140

50,283,401

17/06/2013

131,127,617

94

33,769,852

19/09/2013

131,217,417

12

4,313,997

01/10/2013

140,217,417

65

24,970,225

05/12/2013

140,266,411

26

9,991,580

31/12/2013 (Audited)

365

132,471,555

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

7. (LOSS)/EARNINGS PER ORDINARY SHARE (continued)

 

Basic & diluted (loss)/earnings per Ordinary Share (continued)

 

GROUP & COMPANY

Date

No. of shares

No. of days

Weighted average no. of shares

01/01/2013

119,179,010

28

18,436,532

28/01/2013

131,096,010

140

101,400,229

17/06/2013

131,127,617

13

9,418,005

30/06/2013 (Unaudited)

181

129,254,766

 

There was no dilutive effect for potential Ordinary Shares during the current or prior periods/year.

 

8. FINANCIAL ASSETS AND LIABILITIES

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

GROUP

GBP

GBP

GBP

Debt securities of listed companies

-

33,483,894

36,121,533

Debt securities of unlisted companies*

31,511,626

149,164,253

168,721,792

Unlisted equity securities

5,855,674

5,733,763

4,389,743

Available for sale unlisted equity securities**

791,126

791,126

-

Unlisted CLO equity securities

-

10,352,640

6,556,301

Unlisted warrant securities

-

-

541,543

Unlisted investments in Associate at equity method accounting

23,838,071

5,001,161

-

61,996,497

204,526,837

216,330,912

 

 

 

Realised gain/(loss) recognised on financial assets and liabilities at fair value through profit or loss:

 

 

 

Realised gain/(loss) on investments at fair value through profit or loss

 

24,314,301

 

(11,295,684)

(7,344,076)

Realised gains on financial liabilities investments at fair value through profit or loss

 

4,882,527

 

-

-

29,196,828

(11,295,684)

(7,344,076)

 

 

 

Unrealised (loss)/gain recognised on financial assets and liabilities at fair value through profit or loss:

 

 

 

Unrealised (loss)/gain on financial assets investments at fair value through profit or loss

 

(22,572,621)

 

8,353,352

20,727,466

Unrealised loss on financial liabilities investments at fair value through profit or loss

 

(7,933,134)

 

(3,808,805)

(14,705,820)

(30,505,755)

4,544,547

6,021,646

 

 

 

Net losses on Associates:

 

 

 

Unrealised loss adjustment - due to loss of significant influence

 

(1,162,221)

 

-

-

Equity method accounting adjustment

(949,992)

(118,716)

-

(2,112,213)

(118,716)

-

 

*As at 30 June 2014, GBP3,205,702 of the total loans balance of the Group is due within 12 months and has been classified as current assets on the Condensed Consolidated Statement of Financial position

 

**During the prior year, the Group acquired an investment in a private company whose shares are not actively traded on a recognised exchange or any other active market and fair value cannot be reliably measured. As such this investment has been designated as available for sale and, as at 30 June 2014, the carrying value was equal to the acquisition cost of the investment plus directly attributable financial cost relating to its acquisition. The Directors have no reason to believe the investments carrying amounts should be impaired as at the period end.

 

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

8. FINANCIAL ASSETS AND LIABILITIES (continued)

 

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

GROUP

GBP

GBP

GBP

Opening cost of investments

177,480,148

172,512,937

172,512,937

Purchases

13,282,281

116,906,576

84,997,735

Transfers out on sale of T2 CLO

(115,360,813)

-

-

Sales

(15,125,273)

(4,671,024)

(3,142,234)

Conversions

-

(713,744)

-

Realised loss of investments

(4,776,853)

(11,295,684)

(7,344,076)

Gain on transfer out of assets on sale of T2 CLO

29,091,154

-

-

Capital repayments

(45,911,093)

(95,258,913)

(65,113,092)

Closing cost of investments at period/year end

38,679,551

177,480,148

181,911,270

Closing unrealised (loss)/gain at period/year end

(521,125)

22,045,528

34,419,642

Closing fair value of investments at period/year end

38,158,426

199,525,676

216,330,912

 

Associates:

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

GROUP

GBP

GBP

GBP

Opening cost of Associates at equity method accounting

5,119,877

-

-

Purchases

21,871,405

4,756,133

-

Transfer out on business combination-classification change to Subsidiary

(922,282)

-

-

Conversions*

-

363,744

-

Closing cost of Associates at equity method accounting

26,069,000

5,119,877

-

Unrealised loss adjustment - due to loss of significant influence

(1,162,221)

-

-

Cumulative share in losses of associates

(1,068,708)

(118,716)

-

Closing value of Associates at equity method accounting

23,838,071

5,001,161

-

 

*On conversion of debt instrument.

 

The table below provides a reconciliation between the Group's total investment gains/(losses), the gains/(losses directly relating to the disposal of T2 CLO and the gains/(losses) attributable to the remainder of the Group's investment Portfolio during the current period:

 

Period ended 30 June 2014:

Total Gains/(losses

Relating to T2 CLO disposal

Total Less T2 CLO

GBP

GBP

GBP

Loss on disposal of T2 CLO equity

(7,328,864)

(7,328,864)

-

(Losses)/gains on financial assets at fair value through profit or loss:

 

 

 

 - unrealised

(23,734,842)

(28,768,126)

5,033,284

 - realised

24,314,301

29,091,154

(4,776,853)

579,459

323,028

256,431

(Losses)/gains on financial liabilities at fair value through profit or loss:

 

 

 

 - unrealised

(7,933,134)

(7,933,134)

-

 - realised

4,882,527

4,882,527

-

(3,050,607)

(3,050,607)

-

 

 

 

Net total (losses)/gains

(9,800,012)

(10,056,443)

256,431

 

The disposal of T2 CLO was for a consideration of GBP27.9m - with the Company receiving part cash (GBP7.6m) and partly an investment in Fair Oaks Income Fund Limited ("FOIF") (GBP20.3m). 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

8. FINANCIAL ASSETS AND LIABILITIES (continued)

 

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

COMPANY

GBP

GBP

GBP

Debt securities of unlisted companies*

20,982,192

13,998,801

13,432,179

Unlisted equity securities

5,855,674

4,425,298

1,494,280

Unlisted CLO equity securities

-

10,352,640

6,556,301

Unlisted warrant securities

-

-

541,543

Other financial assets held at fair value through profit or loss

26,837,866

28,776,739

22,024,303

Subsidiaries held at fair value through profit or loss

4,399,221

34,285,809

37,629,045

Associates held at fair value through profit or loss

26,938,010

4,405,948

-

58,175,097

67,468,496

59,653,348

 

Realised (loss)gain on other financial assets at fair value through profit or loss

(6,324,409)

282,205

-

Realised loss on Subsidiaries at fair value through profit or loss

(2,022,269)

(12,223,317)

-

(8,346,678)

(11,941,112)

-

 

Unrealised gain/(loss) on other financial assets at fair value through profit or loss

6,219,259

(1,306,768)

398,886

Unrealised (loss)/gain on Subsidiaries at fair value through profit or loss

(1,657,230)

12,485,189

3,575,156

Unrealised gain/(loss) on Associates at fair value through profit or loss

2,094,170

(16,321)

-

6,656,199

11,162,100

3,974,042

 

*As at 30 June 2014, GBP1,919,180 of the total loans balance of the Group is due within 12 months and has been classified as current assets on the Condensed Company Statement of Financial position.

 

Other financial assets held at fair value through profit or

30 June 2014

31 December 2013

30 June 2013

loss:

Audited

Audited

Unaudited

COMPANY

GBP

GBP

GBP

Opening cost of other financial assets at fair value through profit or loss

35,361,787

24,889,799

24,889,799

Purchases

8,969,921

10,949,937

2,013,898

Sales

(9,703,304)

(474,285)

-

Realised gain on sales

(6,324,409)

282,205

-

Capital repayments

(1,100,336)

(285,869)

-

Cost of investments at period/year end

27,203,659

35,361,787

26,903,697

Unrealised loss at period/year end

(365,793)

(6,585,048)

(4,879,394)

Closing fair value of other financial assets at fair value through profit or loss at period/year end

26,837,866

28,776,739

22,024,303

 

Subsidiaries:

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

COMPANY

GBP

GBP

GBP

Opening cost of investment in Subsidiaries

30,594,895

42,848,164

42,848,164

Purchases

776,588

-

-

Sales

(27,905,960)

(29,952)

-

Transfer in on business combination classification change to Subsidiary

 

922,282

 

-

-

Realised loss on sales

(2,022,269)

(12,223,317)

-

Closing cost of investment in Subsidiaries at period/year end

2,365,536

30,594,895

42,848,164

Unrealised gain/(loss) at period/year end

2,033,685

3,690,914

(5,219,119)

Closing fair value of investment in Subsidiaries at fair value through profit or loss at period/year end

 

4,399,221

 

34,285,809

37,629,045

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

8. FINANCIAL ASSETS AND LIABILITIES (continued)

 

Associates:

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

COMPANY

GBP

GBP

GBP

Opening cost of investment in Associates

4,422,269

-

-

Purchases

21,360,174

4,422,269

-

Transfer out on business combination-classification change to Subsidiary

 

(922,282)

 

-

-

Closing cost of investment in Associates

24,860,161

4,422,269

-

Unrealised gain/(loss)

2,077,849

(16,321)

-

Closing fair value of investment in Associates at fair value through profit or loss

 

26,938,010

 

4,405,948

-

 

9. SUBSIDIARIES HELD AT FAIR VALUE THROUGH PROFIT OR LOSS

 

The following business combinations were acquired/controlled gained during the period:

 

 

 

 

 

 

Subsidiary

 

 

Acquisition/

Control Established Date

 

 

 

Consideration Transferred

GBP

Fair Value of Net Assets on recognition of business combination

GBP

Non-Controlling Interest at recognition of business combination

GBP

Post Acquisition Losses Recognised During the Current Period

GBP

 

Finpoint Limited

("Finpoint")*

 

 

24 January 2014

 

 

750,000

 

 

1,000,000

 

 

250,000

 

 

(207,029)

Raiseworks LLC**

("Raiseworks") #

 

1 January 2014

 

nil

(1)

1,117,520

 

558,760

 

(678,904)

GLI Investments Sarl*

 

1 April 2014

 

16,588

 

16,588

 

-

 

-

 

*acquisition made upon subsidiaries incorporation, net assets acquire was due to capitalisation only

**control for accounting purpose established on 1 January 2014, no consideration paid in the period

# including Raiseworks' subsidiary Sageworks capital inc

 

GLI Investment Sarl did not commence trading during the current period.

 

(1) - The composition of the net assets of Raiseworks at the point control was gained was:

 

GBP

Fixed assets intangible

905,621

Cash and Cash equivalents

211,559

1,117,520

 

 

 

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

10. TRADE AND OTHER RECEIVABLES

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

GROUP

GBP

GBP

GBP

Balances held by Associates on behalf of the Group*

4,175,904

1,404,986

-

Accrued bank interest

2,703

4,090

5,092

Interest receivable

466,270

767,548

1,059,383

Security sales receivable

461,283

-

170,000

Other trade receivables and prepaid expenses

1,270,882

1,119,055

967,888

6,377,042

3,295,679

2,202,363

 

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

COMPANY

GBP

GBP

GBP

Balances held by Associates on behalf of the Company*

4,175,904

1,404,986

-

Accrued bank interest

2,703

4,090

5,092

Interest receivable

360,800

236,576

231,186

Security sales receivable

461,283

-

-

Prepaid expenses

50,606

18,891

169,482

5,051,296

1,664,543

405,760

 

*Other short term loans held through platforms.

 

11. TRADE AND OTHER PAYABLES

30 June 2014

31 December 2013

30 June 2013

GROUP

Audited

Audited

Unaudited

Current liabilities

GBP

GBP

GBP

Management fees

20,604

60,746

-

Administrator's fees

52,816

48,178

35,169

Custodian's fees

-

3,750

3,750

Audit fees

66,488

18,900

21,869

Independent valuation fees

150,500

-

-

Directors' fees

20,000

-

-

Executive Team's remuneration payable

203,230

821

13,461

Finance costs*

-

310,452

354,855

Deferred income**

1,826,823

1,074,921

2,131,000

Unsettled security investment purchases payable

-

2,725,000

658,514

Other payables

1,352,542

1,353,438

2,396,023

3,693,003

5,596,206

5,614,641

Non current liabilities

 

 

 

Deferred income**

18,414,799

8,971,204

-

CLO loan notes at fair value through profit or loss***

-

137,767,085

157,082,117

18,414,799

146,738,289

157,082,117

 

*Interest on the loan notes was calculated on a weighted average interest rate of LIBOR plus 76 basis points. 

*\* The deferred income represents the non-refundable advance royalty payment received from the licensees. This is amortised on a straight-line basis over 10 years.

***A reconciliation of the movements in CLO loan notes during the year is provided in Note 4.

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

11. TRADE AND OTHER PAYABLES (continued)

The loan notes represent the indebtedness of the CLO. The CLO was disposed of due the current period.

 

30 June 2014

31 December 2013

30 June 2013

COMPANY

Audited

Audited

Unaudited

Current liabilities

GBP

GBP

GBP

Due to Subsidiary

-

67,587

73,558

Management fees

20,604

60,746

-

Administrator's fees

51,062

48,178

35,169

Custodian's fees

-

3,750

3,750

Audit fees

51,269

18,900

21,869

Independent valuation fees

150,500

 

Directors' fees

-

-

-

Executive Team's remuneration payable (see note 5)

203,230

821

13,461

Unsettled security investment purchases payable

-

2,725,000

-

Other payables

246,863

136,085

501,625

723,528

3,061,067

649,432

 

12. SHARE CAPITAL, SHARE PREMIUM & DISTRIBUTABLE RESERVE

The Company has the power to issue an unlimited number of Ordinary Shares of no par value.

 

On 20 June 2014, 199,773 new Ordinary Shares were issued for an aggregate value of GBP117,826 relating to shareholders who elected to take shares in lieu of cash from the Company's 2014 first interim dividend.

 

On 20 March 2014, 452,080 new Ordinary Shares were issued for an aggregate value of GBP228,888 relating to shareholders who elected to take shares in lieu of cash from the Company's 2013 final dividend.

 

On 5 December 2013, 48,994 new Ordinary Shares were issued for an aggregate value of GBP25,623 relating to shareholders who elected to take shares in lieu of cash from the Company's 2013 third interim dividend.

 

On 1 October 2013, the Company announced a placing whereby a further 9,000,000 new Ordinary Shares were issued at a price of 51 pence per Ordinary Share for an aggregate value of GBP4,590,000 less GBP183,600 issue costs paid to the Broker.

 

On 19 September 2013, 89,800 new Ordinary Shares were issued for an aggregate value of GBP44,541 relating to shareholders who elected to take shares in lieu of cash from the Company's 2013 second interim dividend.

 

On 3 June 2013, 31,607 new Ordinary Shares were issued for an aggregate value of GBP16,815 relating to shareholders who elected to take shares in lieu of cash from the Company's 2013 first interim dividend.

 

On 23 January 2013, the Company announced a placing whereby a further 11,917,000 new Ordinary Shares were issued at a price of 50 pence per Ordinary Share for an aggregate value of GBP5,958,500 less GBP238,340 issue costs paid to the Broker.

 

On 12 November 2012, following the acquisition of BMS Group, the Company issued 20,545,400 new Ordinary Shares (2,518,271 Placing Shares at a value of 47.215p per share and 18,027,129 Consideration Shares at a value of 49.7p per share).

 

On 15 June 2007, Court approval was received to reduce the issued share premium of the Company by an amount of GBP0.95 per Ordinary Share. The reduction was credited as a Distributable Reserve.

 

As at 30 June 2014, 31 December 2013 and 30 June 2013, the Distributable Reserve stood at GBP34,802,740.

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

12. SHARE CAPITAL, SHARE PREMIUM & DISTRIBUTABLE RESERVE (continued)

 

Share Capital

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

Ordinary Shares - nil par value

Shares in issue

Shares in issue

Shares in issue

Balance at start of the period/year

140,266,411

119,179,010

119,179,010

Issued during the period/year

651,853

21,087,401

11,948,607

Balance at end of the period/year

140,918,264

140,266,411

131,127,617

 

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

Share Premium

GBP

GBP

GBP

Balance at start of the period/year

39,651,059

29,437,520

29,437,520

Issued during the period/year

346,714

10,213,539

5,736,975

Balance at end of the period/year

39,997,773

39,651,059

35,174,495

 

13. NET ASSET VALUE PER ORDINARY SHARE

 

GROUP

The Group net asset value per Ordinary Share is calculated by dividing the total consolidated net assets attributable to Ordinary Share holders at the period end of GBP62,028,258 (31December 2013: GBP74,068,621 and 30 June 2013: 75,761,160) by the Ordinary Shares in issue at the end of the period being 140,918,264 (31 December 2013: 140,266,411 and 30 June 2013: 131,127,617).

 

COMPANY

The Company net asset value per Ordinary Share is calculated by dividing the total Company net assets attributable to Ordinary Share holders at the year end of GBP68,389,317 (31December 2013: GBP70,112,635 and 30 June 2013: 69,658,808) by the Ordinary Shares in issue at the end of the period being 140,918,264 (31 December 2013: 140,266,411 and 30 June 2013: 131,127,617).

 

14. CASH GENERATED FROM OPERATIONS

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

Group:

GBP

GBP

GBP

(Loss)/profit for the period/ year

(11,340,835)

1,766,738

4,139,905

Adjustments for:

 

 

 

Net losses on financial assets and liabilities at fair value through profit or loss

 

9,800,012

 

6,751,137

1,322,430

Net losses on Associates

949,992

118,716

-

Non-cash income

-

(709,361)

-

Amortisation/depreciation of fixed assets

95,895

100,715

30,982

Reclassification of foreign exchange reserve on sale of business combination

 

1,892,799

 

-

-

Changes in working capital:

 

 

 

Trade and other receivables

(2,620,080)

(1,769,782)

385,125

Trade and other payables

10,265,391

7,803,226

925,536

Cash inflow from operations

9,043,174

14,061,389

6,803,978

 

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

Company:

GBP

GBP

GBP

Profit for the period/year

1,442,280

7,955,966

8,699,390

Adjustments for:

 

 

 

Net losses/(gains) on financial assets and liabilities at fair value through profit or loss

 

1,690,479

779,012

(3,974,042)

Non-cash income

(572,920)

-

-

Changes in working capital:

 

 

 

Trade and other receivables

(2,925,470)

(1,148,773)

110,010

Trade and other payables

455,048

(1,392,517)

(1,079,153)

Cash inflow from operations

89,417

6,193,688

3,756,205

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

15. CONSOLIDATED SUBSIDIARY UNDERTAKINGS

The Directors consider the following entities as wholly and partly owned subsidiaries of the Company and their results and financial positions are included within the consolidated results of the Group.

 

 

Subsidiary entity

Date of

incorporation

Country of

incorporation

Nature of

holding

Percentage holding

GLIF BMS Holdings Limited ("GBHL")

 

5 November 2012

 

United Kingdom

Directly held -

Equity Shares

 

66.67%

Secured Loan Investments Limited ("SLI")

 

27 December 2013

 

Guernsey

Directly held -

Equity Shares

 

100%

BMS Finance AB Limited ("BMS Finance AB")

 

24 November 2006

 

United Kingdom

Indirectly held -

Equity Shares

 

100%*

Noble Venture II Nominees Limited ("NV2N")

 

30 May 2007

 

United Kingdom

Indirectly held -

Equity Shares

 

100.00%*

 

NVF Tech Limited ("NVF Tech")

 

7 December 1995

 

United Kingdom

Indirectly held -

Equity Shares

 

95%**

Subsidiaries acquired during the period

Finpoint Limited

("Finpoint")

 

15 January 2014

 

United Kingdom

Directly held -

Equity Shares

 

75.00%

Raiseworks LLC

("Raiseworks")

 

5 December 2013

 

United States

Directly held -

Equity Shares

 

50.00%

Sageworks Capital Inc

(Sageworks")

 

4 May 2011

 

United States

Indirectly held -

Equity Shares

 

100.00***%

 

GLI Investments Holdings Sarl

 

13 May 2014

 

Luxembourg

Directly held -

Equity Shares

 

100%

Subsidiaries disposed of/liquidated during the period

 

T2 CLO

 

11 October 2006

 

Cayman Islands

Directly held -

Income Notes

100% residual economic interest

 

* Subsidiaries of GBHL, percentage holding represents GBHL's holding in the underlying subsidiaries.

** Subsidiary of NV2N, percentage holding represents NV2N's holding in the underlying subsidiaries.

*** Subsidiary of Raiseworks, percentage holding represents Raiseworks' holding in the underlying subsidiary.

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

16. ASSOCIATED UNDERTAKINGS

The Directors consider the following entities as material associated undertakings of the Group and Company as at 30 June 2014.

 

 

Name of Associate:

 

Nature of holding

Country of incorporation

Percentage holding

Measurement - Group level

Measurement - Company level

FundingKnight Holdings Limited

Directly held - Equity and Preference Shares

United Kingdom

20.00%

Equity Method

Fair Value

Platform Black Limited

Directly held - Equity and Preference Shares

United Kingdom

20.00%

Equity Method

Fair Value

Proplend Limited

Directly held - Equity

United Kingdom

22.50%

Equity Method

Fair Value

Fair Oaks Income Fund Limited

Directly held - Equity

Guernsey

29.96%

Equity Method

Fair Value

Crowdshed Limited

Directly held - Equity

United Kingdom

46.8%

Equity Method

Fair Value

Peratech Limited

Indirectly held - Equity

United Kingdom

25.00%

Equity Method

N/A

 

During the current period, IKIVO's ownership structure changed resulting in the Group no longer having influence over this company and therefore it is no longer considered an associated undertaking of the Group.

 

During the current period, the Group acquired stakes in Proplend Limited, Fair Oaks Income Fund Limited, Crowshed Limited and Peratech Limited. Also during the current period, the Group's stake in Raiseworks LLC increased to a level where control was established, thereby making it a subsidiary of the Company (please refer to note 15).

 

*As at 30 June 2014, Mr Miller held 1,000 shares (31 December 2013: 1,000) (representing 0.1% of share capital) in FundingKnight Holdings Limited.

 

17. SEGMENTAL REPORTING

Operating segments are reported in a manner consistent with the reporting of the executive management to the Board. The Executive Team is responsible for allocating resources and assessing performance of the portfolio, as well as making strategic investment decisions, subject to the oversight of the Board of Directors. The Executive Team is responsible for the entire portfolio, including assets held at the Company level and the companies in the BMS Group subsidiaries, and considers the business to have a single operating segment. Although BMS Group are legally distinct entities, investment allocation decisions are based upon an integrated investment strategy and performance is evaluated on an overall basis and therefore the Group is considered to be a single operating segment.

 

The vast majority of the Group's investment income arises from investments in entities incorporated the UK and Europe. The Group has a diversified portfolio of investments and no single investment accounts for more than 10% of the Group's income.

 

There were no changes in reportable segments during the current period or prior year.

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

18. RELATED PARTY TRANSACTIONS

The following transactions were carried out with related parties in addition to the related party transactions already disclosed in note 5 in the last annual audit financial statements for the year ended 31 December 2013, which should be read in conjunction with these financial statements:

 

Group & Company

30 June 2014

31 December 2013

30 June 2013

Audited

Audited

Unaudited

GBP

GBP

GBP

Amounts incurred during the period year to related parties

Fees to P Conroy as Chief Financial Officer to the Company

10,417

125,000

62,500

Fees to T2 Advisers, LLC

681,633

1,792,467

971,254

Amounts (prepaid)/due to related parties at the period/year end

Fees due to P Conroy as Chief Financial Officer to the Company

-

-

10,417

Fees prepaid T2 Advisers, LLC

-

-

259,635

 

During the current and prior period/year, BMS Finance AB held an assignment advance with BMI Healthcare Ltd. BMI Healthcare Ltd has an outsourcing arrangement with Sunstone Outsourcing LLP, a partnership whose designated members have directors common to those of with BMS Finance AB. As at the period end, the total outstanding assignment advance due was GBP2.32m (31 December 2013: GBP2.36m.

 

The following significant inter-group company transactions took place during the period/year:

 

 

 

Entity

 

 

 

Relationship

 

 

 

Nature of Transaction

 

 

Balance

30 June 2014

 

Amount period ended

30 June 2014

GBP

GBP

T2 CLO 1 Limited

Subsidiary

Receipt of interest from the loan note

-

3,998,547

GLIF BMS Holdings Limited

 

Subsidiary

Loan payable to GLIF (and corresponding interest)

17,096,395

505,333

 

Raiseworks

 

Subsidiary

Loan payable to GLIF (and corresponding interest)

 

1,169,180

 

27,281

 

Funding Knight Holdings Limited

 

 

Associate

Amount held by the entity on behalf of the Company(and corresponding interest and gains from platform investments)

 

3,080,000

 

116,009

Funding Knight Holdings Limited

 

Associate

Preference shares held by GLIF in the platform (and corresponding interest)

 

1,000,114

 

86,558

 

Platform Black Limited

 

 

Associate

Amount held by the entity on behalf of the Company (and corresponding interest from platform investments)

 

1,095,904

 

16,787

Platform Black Limited

 

Associate

Preference shares held by GLIF in the platform (and corresponding interest)

 

999,908

 

75,199

 

Finpoint Limited

 

Associate

Preference shares held by GLIF in the platform (and corresponding interest)

 

500,000

 

19,479

 

 

 

 

Entity

 

 

 

Relationship

 

 

 

Nature of Transaction

 

Balance

31 December 2013

Amount year ended

31 December 2013

GBP

GBP

T2 CLO 1 Limited

Subsidiary

Receipt of interest from the loan note

-

9,589,798

GLIF BMS Holdings Limited

 

Subsidiary

Loan payable to GLIF (and corresponding interest)

12,591,062

930,135

Funding Knight Holdings Limited

 

Associate

Amount held by the entity on behalf of the Company

1,291,000

-

Platform Black Limited

 

Associate

Amount held by the entity on behalf of the Company

163,057

-

 

There is no ultimate controlling party of the Company.

 

GLI Finance Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the period ended 30 June 2014

 

18. RELATED PARTY TRANSACTIONS (continued)

 

Directors' shareholdings in the Company

As at 30 June 2014, the Directors had the following beneficial interests in the Ordinary Shares of the Company:

 

30 June 2014

31 December 2013

No. of Ordinary Shares Held

% of total issued Ordinary Shares

No. of Ordinary Shares Held

% of total issued Ordinary Shares

Patrick Firth (Chairman)

217,374

0.15

134,292

0.10

Geoff Miller

1,627,541

1.15

1,525,223

1.09

Frederick Forni

-

-

-

-

James Carthew

250,000

0.18

200,000

0.14

 

As at 30 June 2014, Mrs Stubbs, who was appointed as a Director of the Company on 16 September 2014, had a beneficial interest in 20,000 (31 December 2013: 20,000) Ordinary Shares in the Company.

 

19. COMMITMENTS AND CONTINGENCIES

There were no commitments or contingencies as at 30 June 2014 (31 December 2013 and 30 June 2014: none).

 

20. POST PERIOD END EVENTS

 

Post period end investment purchases

Please refer to the CEO Report for details of significant investments made since the Company's period end.

 

Directors Interests

At the date of these financial statements, the Directors beneficial interests in the Ordinary Shares of the Company were:

 

No. of Ordinary Shares Held

% of total issued Ordinary Shares

Patrick Firth (Chairman)

221,781

0.16

Geoff Miller

1,643,821

1.17

Frederick Forni

-

-

James Carthew

250,000

0.18

Emma Stubbs

20,000

0.01

 

Director Appointment

On 16 September 2014, Mrs Stubbs was appointed as a Director of the Company.

 

Dividend

On 16 July 2014, the Directors of the Company declared a dividend of 1.25p per Ordinary Share for the second quarter of 2014. The dividend was payable to shareholders on the register on the record date of 1 August 2014.

 

Scrip Dividend Shares - Additional Listing

On 18 September 2014, 105,600 new Ordinary Shares were issued relating to shareholders who elected to take shares in lieu of cash from the Company's 2014 second quarter dividend.

 

There were no other significant post period end events that require disclosure in these financial statements.

 

21. INTERIM REPORT

 

The Interim Report and Audited Condensed Consolidated and Company Financial Statements for the six month period ended 30 June 2014 will be made available on the Company's website www.glifund.com as of today. Printed copies will also be sent to all shareholders on or around 30 September 2014.

 

 

GLI Finance Limited

For the year ended 30 June 2014

 

INVESTMENT OBJECTIVE

The Company's objective is to produce a stable and predictable dividend yield, with long term preservation of net asset value, and the investment policy is to invest primarily in senior secured loans.

 

INVESTING POLICY

The Company seeks to achieve its investing objective primarily through providing finance to SMEs across the world, but with particular focus on the United States and the United Kingdom.

 

Investment will be either direct or indirect. Indirect investment will be effected by investment in entities that will themselves provide finance to SMEs. This may be through investment in finance companies or in structured vehicles such as CLOs that are themselves invested in substantial part in SMEs.

 

Whilst there are no limits to the portfolio make up in terms of industry sector, market capitalisation, credit rating or proportion in listed or unlisted securities, it is intended that the portfolio, when viewed on the basis of the underlying businesses to which the investments provide exposure, is spread across a broad range of geographic, industry and business sectors.

 

Subject to prior Board approval, where it is deemed appropriate and beneficial to do so, the Company may also invest in other investment funds.

 

Any investment in the equity or debt instrument (other than CLOs, finance companies and other business platforms) of a single issuer will be subject to a maximum of 15 per cent of gross assets at the time of investment. Investment in closed-ended investment funds shall be subject to a maximum of 10 per cent of gross assets at the time of investment.

 

The Company's maximum exposure to United States and United Kingdom issuers is 100 per cent of gross assets. Investments outside of the United States and the United Kingdom are limited to a maximum 50 per cent of gross assets in aggregate at the time of investment.

 

The maximum allowable gearing is 500 per cent. of the Net Asset Value of the Company and its subsidiaries on a consolidated basis. Where investment is made into CLOs that are not considered subsidiaries of the Company, the borrowings of such CLOs will not be accounted for in the Company's consolidated balance sheet and such gearing shall not be taken into account in calculating the maximum allowable gearing of the Company. To manage the risk of such additional gearing the Company may only invest a maximum of 50 per cent of the Company's consolidated Net Asset Value at the time of investment in CLOs that are not considered subsidiaries of the Company for accounting purposes.

 

It is expected that the portfolio will be at least 90 per cent invested in most market conditions, although the Company may maintain larger cash weightings from time to time, to protect capital returns or pending identification of appropriate investment opportunities.

 

The Company may enter into derivative transactions for the purpose of efficient portfolio management (for example, hedging interest rate, currency, or market exposure).

 

Any material change to the investing policy requires Shareholder approval in accordance with the AIM Rules. In the event of any breach of the investment restrictions applicable to the Company, Shareholders will be informed of the remedial actions to be taken by the Board by an announcement issued through a regulatory information service.

 

GLIF is currently an "investing company" for AIM rule purposes and therefore has an "investing policy" per above, although the Company intends to run itself as a finance company in the future.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR FMGZLNZDGDZM
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