ICG-Longbow Senior Secured UK
Property Debt Investments Limited
Interim
Report And
Unaudited
Condensed Interim Financial Statements
For the
six months ended 31 July 2024
ICG-Longbow Senior Secured UK
Property Debt Investments Limited ("the Company") is pleased to
announce the released of its Interim Financial Statements for the
six months ended 31 July 2024 which will shortly be available on
the Company's website at (ww.lbow.co.uk) where further information
on the Company can also be found. The interim financial statements
are also available for viewing on the National Storage Mechanism
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
All capitalised terms are defined in
the Glossary of Capitalised Defined Terms unless separately
defined.
Financial
Highlights
Key
Developments
· The Company is continuing to progress an orderly realisation
of its assets. As at the date of this report, the assets
securing all three of the remaining Investments have been marketed
for sale. One is under offer; due diligence is ongoing on a
second; and a bidding process is underway on the third.
· All remaining loans are, or have been, subject to formal
enforcement processes. The RoyaleLife ownership and operations have
been restructured and the Investment Manager and lenders are
supporting the new operator, who continues to pursue an organic
business plan to drive income and to enhance the value of the
underlying portfolio assets.
· As a consequence of recent bidding evidence on the properties
securing the Company's loans, and the expected time frames for
realisation, the Company has made further adjustments to the ECL
provisions across the portfolio, which has reduced NAV per share by
1.55 pence.
· Total loans outstanding at amortised cost plus interest
receivable, excluding ECL adjustments, amount to £67.46 million as
at 31 July 2024.
Performance
· NAV of £34.35 million as at 31 July 2024 after ECL adjustments of £(35.54
million) (31 January 2024: £36.22 million
after ECL adjustments of £(32.48 million)), (31 July 2023: £55.37
million after ECL adjustments of £(21.32 million)).
· NAV per share as at 31 July 2024 of 28.32 pence (31 January
2024: 29.86 pence), (31 July 2023: 45.64 pence).
· Loss after tax of £1.87 million for
the six months ended 31 July 2024 (31 July 2023:
£14.71 million).
· Loss per share for the period of 1.55 pence (31 July 2023:
12.13 pence).
Dividend
· In line with the Board's recent guidance, no dividends were
declared or paid in the six months to 31 July 2024 (six months to
31 July 2023: 0.50 pence per share).
Investment Portfolio
· As at 31 July 2024, the Company's investment portfolio
comprised three loans with an aggregate principal balance of £57.75
million, and a carrying value after provision for ECL of £31.91
million (31 January 2024: three loans with an aggregate principal
balance of £58.01 million, and a carrying value of £33.64
million).
· The Company is realising the remaining investments, largely
through enforcement processes controlled by administrators or
receivers. The Investment Manager continues to progress asset
management initiatives alongside these parties while working
towards sales and realisations.
*Unless stated otherwise, loan
balances are stated gross of ECL provisions for impairment.
A comparison to the carrying value of the
loans is set out in Note 4 to the accounts.
Corporate
Summary
Investment Objective
In line with the revised Investment Objective
and Policy approved by shareholders at the Extraordinary
General
Meeting in January 2021, the Company
is undertaking an orderly realisation of its
investments.
Structure
The Company is a non-cellular company limited
by shares incorporated in Guernsey on 29 November 2012
under
the Companies Law. The Company's registration
number is 55917, and it has been registered with the GFSC
as
a registered closed-ended collective
investment scheme. The Company's ordinary shares were admitted to
the
premium segment of the FCA's Official List and
to trading on the Main Market of the London Stock Exchange
as
part of its IPO which completed on 5 February
2013. The issued capital comprises the Company's ordinary
shares
denominated in Pounds Sterling. Following the
dissolution of ICG Longbow Senior Debt S.A. on 18 January 2022, the
Company assumed the assets and liabilities of its former
subsidiary.
Investment Manager
The Company has appointed ICG
Alternative Investment Limited as external discretionary investment
manager, under the Alternative Investment Fund Managers Directive
(AIFMD), within a remit set by the Board.
Chairman's
Statement
Introduction
On behalf of the Board, I present
the Unaudited Interim Financial Statements for the Company for the
six months ended 31 July 2024.
In prior reports over the last two
years, I have highlighted the consistently difficult market
conditions for exiting investments, driven by some of the lowest
levels of transaction volumes seen since the financial
crisis. During the reporting period the situation has not
materially improved, as the Investment Manager reports below,
albeit a reduction in benchmark interest rates and a new Government
in the UK seems to have provided the foundations for some emerging
liquidity and improving sentiment in the second half of the
financial year. Many of you will have seen evidence of this
in the listed REIT sector, where there has been a significant
volume of corporate activity in recent weeks.
The Company's three remaining
investments with a total principal balance outstanding of £57.75
million (before impairment), are largely being managed and realised
through enforcement processes. At the time of writing the Southport
asset is under offer for sale. Detailed due diligence is
continuing with respect to a potential sale of the RoyaleLife
portfolio, whilst an offer has been received and more are expected
in respect of the Affinity asset.
As the Company's remaining
investments are impaired, the only plausible exit route is through
sale of the underlying assets or the loans themselves, rather than
a refinancing. This means the Company is entirely reliant on a
liquid investment market in order to exit with, regrettably, the
potential for protracted realisation processes, or the risk of
further impairment if conditions deteriorate.
Despite this difficult backdrop, the
Investment Manager has made some progress towards exits during the
period. The Southport hotel asset has been subject to
competitive bidding and, at the time of writing, is under offer to
a credible counterparty at a level in excess of the carrying value
of the loan.
The portfolio securing the
RoyaleLife investment remains subject to a bid from an
institutional buyer, albeit the due diligence process has been
protracted. As a result, the Investment Manager's operating partner
continues actively to manage the portfolio under a new platform and
relaunched brand, as set out further below. Supporting the build
out of this platform has formed a key part of the Investment
Manager's efforts during the period and is considered critical in
preventing further value erosion of the investment and laying the
foundations for future growth.
The asset securing the Affinity loan
was relaunched for sale during the reporting period, with an
initial bid received and further bids expected shortly. The
Investment Manager continues to pursue low-cost asset management
initiatives around leasing, planning and refurbishment with a view
to enhancing the attractiveness of the investment to potential
buyers.
While the Board has been encouraged
by some of this progress, we are acutely aware that no sales were
completed in the period, and that many shareholders remain
impatient to see capital returned and the Company wound up.
Shareholders should be assured that the Board is firmly aligned to
this, and continues to apply close scrutiny of the Investment
Manager's progress. Members of the Board now regularly join as
observers in meetings with selling agents and other
professionals. Shareholders will also recall that the
reduction in the Investment Manager's fee rate became effective
during the period, which has resulted in significant cost
savings.
Speed of realisation nonetheless
needs to be balanced against the need to secure appropriate value
from the remaining assets, as many of you have made clear to me in
our discussions over recent months.
Valuation and Impairment
As set out in our annual report and
accounts issued in May, the Board and Investment Manager carefully
considered the expected realisable value of its remaining
investments, balancing the range of expected proceeds and also the
target timeframe for returning capital to investors.
The Board has revised its
expectations of realisable value and transaction timing in light of
the most recent market evidence and taking into account the
prevailing market conditions, and has revised its ECL provisions
accordingly. The Board has also considered the sensitivity to both
price movements and timings as set out in note 4 to the
accounts.
Emerging bidding evidence on the
assets securing the portfolio loans and the requirement under
accounting standards to provide against unpaid interest has led to
the following adjustments to the ECL (Expected Credit Loss)
provisions on the remaining investments, as
follows:
· RoyaleLife - an additional ECL provision of £1.02 million,
driven solely by a change to the projected time frame for full
realisation.
· Southport - a reduction in the ECL provision of £0.28 million,
driven by an improved bid for the asset and adjustment to the
anticipated time frame for completion.
· Affinity - an additional ECL provision of £2.32 million,
reflecting market demand for regional offices, initial bidding
interest for the property and an adjustment to the income profile
and projected time frame for realisation.
In aggregate, therefore, ECL
provisions totalling net £3.07 million have been charged in the
reporting period - £1.48 million related to loan principal and
£1.59 million in respect of accrued default interest. The net
impact on NAV being £1.48 million.
The net impact of trading and all
adjustments to ECLs during this six month period equates to a
diminution of NAV of 1.55p per share.
Revenue and Profitability
Accrued income from the loan
portfolio for the period totalled £1.59 million (31 July 2023:
£3.11 million), however this is largely offset by a provision for
ECL in relation to such interest. After accounting for
impairments, the Company realised a loss for the period of £1.87
million (31 July 2023: loss of £14.71 million).
Losses per share for the period were
1.55 pence (31 July 2023: loss of 12.13 pence), reflecting
further provisions of expected credit losses recognised
against the remaining portfolio loans. Details of the ECL
provisions are set out in the notes to the condensed
accounts.
Dividend and Return of Capital
As previously reported to
shareholders, the Company will only look to declare dividends when
cashflow and profits prudently allow. No dividends were paid in the
period and the Board does not envisage the declaration of any
dividends henceforth.
No capital distribution was made
during the period and the level and pace of capital returns will be
dictated by the realisation of the remaining
loans.
NAV
and Share Price Performance
The Company's NAV decreased to
£34.35 million as at 31 July 2024 (31 January 2024: £36.22
million), largely as a result of the increase in ECL provisions
detailed above.
The Company's share price ended the
period at 19.65 pence per share, down from 21.30 pence as at 31
January 2024. The share price reflected, at period end, a 30.61%
discount to the Company's NAV.
Outlook
The UK Property market has
experienced an extremely challenging period with very limited
liquidity in many sectors and significant bid-ask spreads. While
consequent transaction volumes have been low, there are now some
signs that a correction in values, combined with an emerging sense
that the worst might be over, has led to tentative optimism in
previously moribund parts of the market.
The Company has seen some signs of
this in its own remaining portfolio. After a lengthy
marketing campaign, the Southport asset has been subject to
competing bids; initial interest has also been received in the
Affinity office asset and further bids are expected shortly. The
RoyaleLife portfolio has gone through an extremely challenging
period in administration, and following a sale and debt restructure
the recent relaunch of sales under new branding should help improve
trading and, in time, make the portfolio more attractive to a wider
range of purchasers.
I must be clear with shareholders
that exiting the remaining assets will continue to be challenging.
Any improvement in market conditions is unlikely, in the near term,
to lead to material changes to asset valuations and increased
recoveries, but may result in an acceleration of realisation time
frames and greater execution certainty as more buyers emerge.
The Board recognises that shareholders do not expect the loans to
be held for the long term in the hope of pricing recovery but is
equally mindful of the need to avoid being a forced
seller.
I would like to thank shareholders
for their ongoing patience which I hope will bear fruit in the
coming period. The Board remains focused on protecting and
enhancing shareholder value and delivering returns of capital in
the best manner possible.
Jack
Perry
Chairman
03 October 2024
Investment Manager's
Report
Summary
As at 31 July 2024 the Company had
three investments remaining, which are largely being managed and
realised through enforcement processes. This report provides a
summary update on the realisation process for each investment, and
steps being taken by ICG Real Estate to secure those
outcomes.
Portfolio
Portfolio statistics
|
31 July
2024
|
31 January
2024
|
31 July
2023
|
Number of loan investments
|
3
|
3
|
4
|
Aggregate principal advanced
|
£57,754,806
|
£58,007,806
|
£57,967,370
|
Aggregate carrying value after ECL
|
£31,913,445
|
£33,639,051
|
£44,612,344
|
Cash held
|
£2,791,562
|
£2,945,897
|
£11,348,746
|
Investment Update
Southport - Hotel
The hotel securing the Company's
Southport loan continues to be run by the administrator, through a
specialist hotel operating partner and local management
team.
As previously reported the asset has
been on the market for sale for an extended period, with a
previously agreed purchase aborting in 2023 which necessitated
remarketing in 2024.
While the sales process has been
protracted, during H1 2024 the level of interest increased and as a
consequence the asset has seen an element of competitive bidding,
at pricing levels in excess of the carrying value of the
loan. In September the administrator placed the property
under offer and entered into a period of exclusivity with a
north-west based property company, with no onerous conditions
attached to the bid. While there is no assurance this transaction
will complete, this represents positive progress toward a potential
exit of this investment.
During the reporting period, and
following a request from the administrator, the Company determined
to provide a further £0.3 million of funding to support working
capital and allow for continued investment in the asset during the
sales process.
RoyaleLife - Bungalow Parks
In January we concluded, through the
administrator, the sale of the sites into a new structure with a
new operator, as reported to shareholders in our Annual Report and
Accounts. The existing loan has thus been restructured and
fully cross-collateralised with another security portfolio,
previously financed by the Company's co-lenders, being private
funds advised by the Investment Manager. This has provided
shareholders with a more diversified portfolio, and the business
has now been relaunched under the 'Regency Living' brand, with the
operator in the early stages of implementing a comprehensive
organic plan to rebuild the business and enhance the
portfolio.
During the reporting period we have
had consistent interest in the portfolio from an institutional
buyer which initially submitted a fully approved, all-cash bid for
29 of the 35 sites. This party subsequently submitted a follow-on
bid for the remaining six sites.
In recent weeks the due diligence
process for the acquisition has become protracted and, while we
have been responsive to enquiries, the Investment Manager is not
prepared to continue with this process indefinitely. As a
consequence, on behalf of the Company and its co-lenders, we are
now accelerating our work with the operators to enhance the
business, platform and portfolio for the longer term.
Affinity - Office
As shareholders will be aware a Law
of Property Act (LPA) Receiver was appointed over this Bristol
office property in H2 2023, and the Investment Manager has worked
closely with them on the management and marketing strategy during
the course of H1.
While transactional activity for
regional offices has remained subdued, we launched the asset to
market in early July 2024. Initial interest has been
reasonably robust with multiple viewings, albeit many prospective
bidders are considering the asset for future alternative uses
rather than as a long-term office investment, and as such there is
a high level of scrutiny on the appetite of the Council (who are
the freeholder) to support a change of use.
The selling agents have received one
initial bid for the asset, with further bids expected
shortly. There is, however, no assurance that any final bids
will be at levels acceptable to the Company, or that a sale will
conclude. Nonetheless, in light of the emerging bidding
evidence, along with agency guidance and a change to the expected
timeframe for realisation, the Company has determined to make a
further ECL provision of £2.32 million on the
investment.
The receiver continues actively to
market the remaining vacant space within the property and, where
possible, seek lease renewals or regears with in-place
tenants. A key lease renewal was completed during the period,
albeit another major tenant downsized their space within the
building. The Company received distributions from the asset
totalling £0.6 million during the reporting period, which have been
applied in reduction of the principal balance of the loan, with the
balance of rental income being retained by the LPA Receiver for
working capital purposes. A further £0.4 million
distribution was received after period end.
Reconciliation of Changes in Book Value
|
|
31 July
2024
|
31 January
2024
|
31 July
2023
|
Project
|
Balance
outstanding (£m)(1)
|
Book Value
after ECL (£m)
|
Book Value
per share (p)
|
Book Value
after ECL (£m)
|
Book Value
per share (p)
|
Book Value
after ECL (£m)
|
Book Value
per share (p)
|
Affinity
|
16.57
|
8.92
|
7.4
|
11.34
|
9.3
|
15.99
|
13.2
|
Southport
|
15.80
|
8.80
|
7.3
|
7.91
|
6.5
|
9.38
|
7.7
|
RoyaleLife
|
25.38
|
14.19
|
11.7
|
14.39
|
11.9
|
18.72
|
15.4
|
Northlands
|
-
|
-
|
-
|
-
|
-
|
0.52
|
0.4
|
Total
|
57.75
|
31.91
|
26.4
|
33.64
|
27.7
|
44.61
|
36.7
|
Economy and Financial Market Update
Long awaited normalisation of
inflation materialised in H1 2024, finally reaching the target 2.0%
level in May. Whilst this offered relief to consumers, the picture
underneath the headline rate showed a number of continuing
challenges, such as stubborn services inflation. Much commentator
discussion in H1 2024 centred around timing expectations of a first
interest rate cut. Whilst hopes of early cuts were dashed by
inflation, the continued (headline) downward trend did lay the
foundations for a modest initial cut of 0.25% in August, although
only by a slim Monetary Policy Committee majority of 5-4.
Expectations for continued cuts in H2 remain uncertain on the basis
of finely balanced economic data.
After 2023's frequent public sector
strikes, the incoming Labour government added c. £10bn to the
budget for public sector pay, agreeing above-inflation pay
increases of 5-6%. Private sector pay continued to rise at just
above inflationary levels, causing some to question the
sustainability of low inflation numbers. This was underpinned by
continued low and declining unemployment, lastly at 4.2% in Q2
2024.
H1 2024 also brought with it GDP
growth, albeit modest (0.6% and 0.7% for Q1 and Q2
respectively) and the UK economy looked to be well positioned,
growing at twice the rate of the Eurozone. After snap elections in
early July, positive economic bulletins eased the first weeks in
office for the UK's new government, however a tough budget is
anticipated which may cause continued market upheaval in the months
ahead.
Occupational Demand/Supply
The office market stood steady at c.
8 million sq ft of take up and 60 million sq ft of availability in
H1 2024. Behind these figures, demand for the best quality office
space within well located, high specification, and sustainable
buildings remains strong. By contrast, second hand supply
stands above its historic average. In total, 9.1 million sq ft of
office developments are expected to complete in 2024, an above
average level of completions, albeit 40% of this space is already
pre-let or under offer. Acquisitions of offices for change of use
are increasing, with over £400 million acquired for this purpose in
Central London alone over H1 2024.
Within the industrial market, sector
wide vacancy stood at 5.75% at end H1 2024, approximately 150 bps
higher than in June 2023, and mainly comprised of second-hand
space. Prime rental growth also halved on a trailing twelve-month
basis, to 7.8%, however this remains robust, and most regions are
still showing growth. Completions slowed with space under
construction down 45% against last year, with an expectation that
vacancy at year end will remain below the long-term average,
allowing the sector to retain its positive supply/demand
dynamics.
Improving consumer confidence in H1
2024 contributed to a stabilising retail market, and all-retail
vacancy holding at 11.7%. Best in class assets on retail parks and
key London streets have seen vacancy compress further, creating
competition and driving rents. Distress appears limited to a few
high-profile names (e.g. Ted Baker), and e-commerce share of the
market remained stable.
In the hotel sector, London's
occupancy has now returned to pre-Covid-19 levels, whilst in the
regions, it is only slightly below. According to HotStats, UK wide
TRevPAR (total revenue per available room) was 10% higher in the
year to March 2024 than the prior period, albeit food + beverage
revenues were largely flat and conference and banqueting revenues
down. Occupancy has largely been lower in the major regional
markets (down 10% in Manchester and Glasgow) but average room rate
growth has helped the top line. Profit margins improved over
H1 2024, with a fall in utilities expenses and increased
efficiencies through higher occupancy trickling down, but cost
pressures remain, particularly in wages.
Property Investment Market
After a subdued 2023, the UK
investment market in H1 2024 brought some relief in the form of
transaction volume growth, albeit from a very low base. A total of
£22.1bn transacted, a 35% increase on a trailing 12-month basis,
however the picture at asset class level differed
vastly.
The bifurcation of office assets and
markets between prime and secondary stock remained firmly in place,
with no movement in prime yields over the last half year, but
outward pressure remaining in provincial markets, particularly for
secondary stock. Market liquidity has focused on smaller lot
sizes.
H1 2024 industrial investment volume
totalled £2.6bn, with expectations of full year volumes on par with
2023. After moving out to 5.25% at end 2023, an improving market in
H1 2024 generated sufficient downward pressure to push prime yields
back to 5.0%. Multi-let transactions dominated, and the South East
accounted for both the highest transaction volumes on a trailing 12
month and Q2 2024 basis. Given prime industrial yields remain in
line with the Bank of England base rate, no significant change in
pricing is expected until interest rates and debt costs
reduce.
Both retail warehousing and food
stores remained attractive from an investment perspective, with
prime yields sharpening 50 bps over the last six months to 5.50%
and expected to further benefit from interest rate cuts. Total
investment volumes remain low, with a lack of available stock
hampering transactions, however trailing 12-month volume of £1.5bn,
in line with offices (£1.6bn) or hotels (£1.5bn) shows growing
confidence in the sector.
The first half of 2024 brought an
unusual hotel investment market. Headline investment volumes stood
at their highest since 2018, however these numbers were bolstered
by a handful of large portfolios trading into private equity hands
- Village Hotels to Blackstone, the Edwardian Collection to
Starwood, and Landsec's portfolio to Ares. Under the headline
figures, very few single assets transacted, with market
participants still seeking evidence for prevailing valuation
levels.
Finance Markets
Net bank lending to commercial
property rose at its fastest pace since 2021 in June 2024, with a
net increase of £1.3bn, rounding out three consecutive rises in the
quarter. July's result remained positive at a £540 million
increase; however the focus remains almost entirely on standing
assets after a sluggish start to the year. It is likely that a
significant uptick in development finance may be required to meet
the new government's ambitious housing targets going
forward.
The increase in lending was
reflected in the Bank of England's Q2 Credit Conditions Survey. The
results showed a sharp upswing in availability of commercial real
estate credit throughout H1 and going forward, pointing to market
stabilisation. The key factor cited was a change in sector specific
risks, which may point to an expectation that the UK CRE market has
now rebased. For prime yields, latest yield tables show at least
half of all sectors have stabilised, with interest rate cuts and
cheaper financing being the only anticipated impetus for
change.
In a sign of markets facing up to
reality, the first losses on AAA CMBS bonds since the Global
Financial Crisis were felt in June of this year on the Elizabeth
Finance 2018 issuance. Seen more positively, this at least
indicated a bid in the market for the underlying retail assets,
being three regional UK shopping centres. One new CMBS deal priced
in May 2024, backed by Blackstone UK logistics assets, showing
continued dominance of the industrial sector and the resulting
financing appetite for the sector and the Blackstone brand as
sponsor.
Portfolio Outlook
In recent weeks there have been
clear signs of liquidity emerging in parts of the property
market. The proposed takeovers of Capital & Regional,
Tritax Eurobox and Balanced Commercial Property Trust, by NewRiver
Retail, SEGRO and Starwood respectively, have made headlines in the
listed sector, but private markets activity also appears to be
improving, albeit in sectors such as offices many buyers remain
opportunistic.
The assets securing the Company's
remaining loans are not in those sectors experiencing the highest
levels of investor demand, however the emerging bidding activity
has been encouraging after an extremely challenging period in the
markets. We are hopeful that this will finally lead to
realisations in the second half of this year.
The RoyaleLife investment remains
the most challenging to manage, but also the one which will be most
impactful upon shareholders if a positive outcome can be delivered
from what has latterly been a difficult investment. As a
result, the Investment Manager has not lost sight of the importance
to drive income and value from this portfolio, and enhance its
attractiveness to the market, while also pursuing the ongoing
bidding interest.
ICG
Alternative Investment Limited
03 October 2024
Directors' Responsibilities
Statement
The Directors are responsible for
preparing this Interim Financial Report in accordance with
applicable law and regulations. The Directors confirm that to the
best of their knowledge:
• The Unaudited
Condensed Interim Financial Statements have been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted by
the EU; and
• The Chairman's
Statement and Investment Manager's Report include a fair review of
the information required by:
(i) DTR 4.2.7R of the
Disclosure Guidance and Transparency Rules, being an indication of
important events that have occurred during the first six months of
the financial year and their impact on the Unaudited Condensed
Interim Financial Statements; and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
(ii) DTR 4.2.8R of the
Disclosure Guidance and Transparency Rules, being related party
transactions that have taken place in the first six months of the
financial year and that have materially affected the financial
position and performance of the entity during that period; and any
changes in the related party transactions described in the last
Annual Report and Financial Statements that could do so.
On behalf of the Board
Jack Perry
Chairman
03 October 2024
Principal Risks and
Uncertainties
The Company invests primarily in UK
commercial real estate loans of a fixed rate nature; as such, it is
exposed to the performance of the borrower and the underlying
property on which its loans are secured.
The principal risks and uncertainties
of the Company were identified in detail in the Annual Report and
Financial Statements for the year ended 31 January 2024.
In addition to regular risk reviews,
emerging risks are considered as they arise, to assess any
potential impact on the Company and to determine whether any
actions are required.
As a result of such risks emerging,
the Audit and Risk Committee regularly reviews its assessment of
the key risks faced by the Company, which are currently identified
as the following:
· The
inability to secure the sale or refinancing of an underlying
property will frustrate the timely repayment of capital;
· Imprecision of valuations will impact the Company's ability to
accurately determine collateral values and to appropriately
consider the potential impairment of any particular
investment;
· A
further deterioration in property market conditions or liquidity
could likely result in a further reduction in shareholder
value;
· Portfolio diversification: the effect on the Company of
challenges experienced on the smaller number of remaining
investments is magnified and could lead to increased volatility in
cash flows or net asset values;
· Some
of the Company's costs are fixed and will therefore consume a
greater proportion of the Company's revenues as the Company
shrinks, which will impact the amount of funds available for
distribution to shareholders;
· Complications with the liquidation process could affect timing
of the final distribution to shareholders.
Condensed Statement of
Comprehensive Income
FOR THE
SIX-MONTH PERIOD TO 31 JULY 2024
|
|
1 February 2024
to
|
1 February 2023
to
|
1 February 2023
to
|
|
|
31 July
2024
|
31 July
2023
|
31 January
2024
|
|
|
£
|
£
|
£
|
|
Note
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
Income
|
|
|
|
|
Income from loans
|
|
1,593,940
|
3,112,193
|
4,896,000
|
Other fee income from
loans
|
|
-
|
-
|
5,168
|
Income from cash and cash
equivalents
|
|
34,641
|
29,280
|
53,518
|
Total income
|
|
1,628,581
|
3,141,473
|
4,954,686
|
Expenses
|
|
|
|
|
Investment Management fees
|
9
|
139,965
|
369,261
|
551,167
|
Directors' remuneration
|
9
|
80,000
|
80,000
|
160,000
|
Audit fees for the Company
|
|
40,250
|
40,438
|
63,013
|
ECL provision on financial
assets
|
4
|
3,066,547
|
17,091,599
|
28,507,897
|
Other expenses
|
10
|
176,748
|
270,128
|
548,860
|
Total expenses
|
|
3,503,510
|
17,851,426
|
29,830,937
|
Loss
for the period/year before tax
|
|
(1,874,929)
|
(14,709,953)
|
(24,876,251)
|
Taxation
|
|
-
|
-
|
-
|
Loss
for the period/year after tax
|
|
(1,874,929)
|
(14,709,953)
|
(24,876,251)
|
Total comprehensive expense for the
period/year
|
|
(1,874,929)
|
(14,709,953)
|
(24,876,251)
|
Basic and diluted Loss per Share (pence)
|
5
|
(1.55)
|
(12.13)
|
(20.51)
|
All items within the above statement
have been derived from discontinuing activities on the basis of the
orderly realisation of the Company's assets.
The Company has no recognised gains
or losses for either period other than those included in the
results above, therefore no separate statement of other
comprehensive income has been prepared.
The accompanying notes form an
integral part of these Interim Financial Statements.
Condensed Statement of
Financial Position
As at 31
July 2024
|
|
31 July
2024
|
31 January
2024
|
31 July
2023
|
|
|
£
|
£
|
£
|
|
Note
|
(Unaudited)
|
(Audited)
|
(Unaudited)
|
Assets
|
|
|
|
|
Loans advanced at amortised
cost
|
4
|
31,913,445
|
33,639,051
|
44,612,344
|
Cash and cash equivalents
|
|
2,791,562
|
2,945,829
|
11,348,746
|
Trade and other
receivables
|
|
17,378
|
30,718
|
13,193
|
Total assets
|
|
34,722,385
|
36,615,598
|
55,974,283
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Trade and other payables
|
|
373,186
|
391,470
|
607,452
|
Total liabilities
|
|
373,186
|
391,470
|
607,452
|
Net
assets
|
|
34,349,199
|
36,224,128
|
55,366,831
|
|
|
|
|
|
Equity
|
|
|
|
|
Share
capital
|
6
|
64,650,361
|
64,650,361
|
73,626,766
|
Retained loss
|
|
(30,301,162)
|
(28,426,233)
|
(18,259,935)
|
Total equity attributable to the owners of the
Company
|
|
34,349,199
|
36,224,128
|
55,366,831
|
Number of ordinary shares in issue at period/year
end
|
6
|
121,302,779
|
121,302,779
|
121,302,779
|
Net
Asset Value per ordinary share (pence)
|
5
|
28.32
|
29.86
|
45.64
|
The Interim Financial Statements
were approved by the Board of Directors on 03 October 2024 and signed on their
behalf by:
Jack
Perry
|
Fiona Le Poidevin
|
Chairman
|
Director
|
|
|
The accompanying notes form an
integral part of these Interim Financial Statements.
Condensed Statement of
Changes in Equity
For the
SIX-MONTH period to 31 July 2024
|
|
Number
|
Ordinary
Share
|
B Share
|
Retained
|
|
|
Note
|
of shares
|
capital
|
capital
|
(loss)
|
Total
|
|
|
|
£
|
£
|
£
|
£
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
As
at 1 February 2024
|
|
121,302,779
|
64,650,361
|
-
|
(28,426,233)
|
36,224,128
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
(1,874,929)
|
(1,874,929)
|
As
at 31 July 2024
|
|
121,302,779
|
64,650,361
|
-
|
(30,301,162)
|
34,349,199
|
For the
SIX-MONTH period to 31 July 2023
|
|
Number
|
Ordinary
Share
|
B Share
|
Retained
|
|
|
Note
|
of shares
|
capital
|
capital
|
(loss)
|
Total
|
|
|
|
£
|
£
|
£
|
£
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
As
at 1 February 2023
|
|
121,302,779
|
80,298,419
|
-
|
(2,943,468)
|
77,354,951
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
(14,709,953)
|
(14,709,953)
|
Dividends paid
|
7
|
-
|
-
|
-
|
(606,514)
|
(606,514)
|
B Shares issued February
2023
|
6
|
121,302,779
|
(6,671,653)
|
6,671,653
|
-
|
-
|
B Shares redeemed & cancelled
February 2023
|
6
|
(121,302,779)
|
-
|
(6,671,653)
|
-
|
(6,671,653)
|
As
at 31 July 2023
|
|
121,302,779
|
73,626,766
|
-
|
(18,259,935)
|
55,366,831
|
The accompanying notes form an
integral part of these Interim Financial Statements.
Condensed Statement of Cash
Flows
For the
SIX-MONTH period to 31 July 2024
|
|
1 February 2024
to
|
1 February 2023
to
|
1 February 2023
to
|
|
|
31 July
2024
|
31 July
2023
|
31 January
2024
|
|
|
£
|
£
|
£
|
|
Note
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
Cash
flows generated from operating activities
|
|
|
|
|
Loss for the period/year
|
|
(1,874,929)
|
(14,709,953)
|
(24,876,251)
|
Adjustments for non-cash items and
working
capital movements:
|
|
|
|
Movement in other
receivables
|
|
13,340
|
30,242
|
12,718
|
Movement in other payables and
accrued expenses
|
|
(18,285)
|
(254,201)
|
(296,009)
|
Loan amortisation and ECL
provision
|
|
1,472,607
|
14,875,644
|
25,889,373
|
|
|
(407,267)
|
(58,268)
|
729,831
|
|
|
|
|
|
Loans advanced
|
|
(300,000)
|
(8,400)
|
(308,400)
|
Loans repaid
|
4
|
553,000
|
9,484,087
|
9,569,476
|
Net loans repaid less arrangement
fees
|
|
253,000
|
9,475,687
|
9,261,076
|
Net
cash (used in)/generated from operating
activities
|
|
(154,267)
|
9,417,419
|
9,990,907
|
|
|
|
|
|
Cash
flows used in financing activities
|
|
|
|
|
Dividends paid
|
7
|
-
|
(606,514)
|
(606,514)
|
Return of Capital paid
|
6
|
-
|
(6,671,653)
|
(15,648,058)
|
Net
cash used in financing activities
|
|
-
|
(7,278,167)
|
(16,254,572)
|
Net movement in cash and cash
equivalents
|
|
(154,267)
|
2,139,252
|
(6,263,665)
|
Cash and cash equivalents at the
start of the period/year
|
|
2,945,829
|
9,209,494
|
9,209,494
|
Cash
and cash equivalents at the end of the
period/year
|
|
2,791,562
|
11,348,746
|
2,945,829
|
The accompanying notes form an
integral part of these Interim Financial Statements.
1.
General information
ICG-Longbow Senior Secured UK
Property Debt Investments Limited is a non-cellular company limited
by shares and was incorporated in Guernsey under the Companies Law
on 29 November 2012 with registered number 55917 as a closed-ended
investment company. The registered office address is Floor 2,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1
4LY.
The Company's shares were admitted
to the Premium Segment of the Official List and to trading on the
Main Market of the London Stock Exchange on 5 February
2013.
The unaudited condensed financial
statements comprise the financial statements of the Company as at
31 July 2024.
In line with the revised Investment
Objective and Policy approved by shareholders in the Extraordinary
General Meeting in January 2021, the Company is undertaking an
orderly realisation of its investments. As sufficient funds become
available the Board returns capital to shareholders, taking account
of the Company's working capital requirements and funding
commitments.
ICG Alternative Investment Limited
is the external discretionary investment manager.
2.
Accounting policies
a)
Basis of preparation
The Interim Financial Statements
included in this Interim Report, have been prepared in accordance
with IAS 34 'Interim Financial Reporting', as adopted by the EU,
and the Disclosure, Guidance and Transparency Rules of the
FCA.
The Interim Financial Statements
have not been audited or reviewed by the Company's
Auditor.
The Interim Financial Statements do
not include all the information and disclosures required in the
Annual Report and Financial Statements and should be read in
conjunction with the Company's Annual Report and Financial
Statements for the year ended 31 January 2024, which are available
on the Company's website (www.lbow.co.uk). The Annual Report and
Financial Statements have been prepared in accordance with IFRS as
adopted by the EU.
Other than as set out above, the
same accounting policies and methods of computation have been
followed in the preparation of these Interim Financial Statements
as in the Annual Report and Financial Statements for the year ended
31 January 2024. In particular the Company has adopted the same
approach to valuation of financial instruments including critical
accounting judgements and estimation of uncertainties as set out in
detail in the notes to the Annual Report and Financial Statements
for the year ended 31 January 2024.
There were no new standards or
interpretations effective for the first
time for periods beginning on or after 1
January 2024 that had a significant effect
on the Company's financial statements. Furthermore, none of
the amendments to standards
that are effective from 1
January 2024, had a significant
effect on the Company's interim condensed
financial statements. It is not anticipated that any standard which
is not yet effective, will have a material impact on the Company's
financial position or on the performance of the Company's
statements.
b)
Going concern
The Directors, at the time of
approving the Financial Statements, are required to satisfy
themselves that they have a reasonable expectation that the Company
has adequate resources to continue in operational existence for the
foreseeable future and whether there is any threat to the going
concern status of the Company. At the EGM of the Company on 14
January 2021, following a recommendation from the Board published
in a circular on 16 December 2020, shareholders voted by the
requisite majority in favour of a change to the Company's
Objectives and Investment Policy which would lead to an orderly
realisation of the Company's assets and a return of capital to
shareholders.
It is intended that, following the
appointment of receivers or administrators in respect of the last
remaining loans, the investments will be realised as and when the
underlying property assets, or loans upon which they are secured,
can be sold in an orderly manner. The Company may take actions with
the consequence of accelerating or delaying realisation in order to
optimise shareholders' returns in the context of the Company's
size.
Whilst the Directors are satisfied
that the Company has adequate resources to continue in operation
throughout the realisation period and to meet all liabilities as
they fall due, given the Company is now in a managed wind down, the
Directors consider it appropriate to adopt a basis other than going
concern in preparing the financial statements.
In the absence of a ready secondary
market in real estate loans by which to assess market value, the
basis of valuation for investments is amortised cost net of
impairment, recognising the anticipated realisable value of each
property in the orderly wind down of the Company. In accordance
with the Company's IFRS 9 Policy the staging of each loan has been
reviewed and all loans are considered to be at Stage 3.
Consequently, valuations reflect the ECL assuming a twelve month
realisation period, as detailed on Note 4. No material adjustments
have arisen solely as a result of ceasing to apply the going
concern basis.
c)
Segmental reporting
Operating segments are reported in a
manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who
is responsible for allocating resources and assessing performance
of the operating segments, has been identified as the Board of
Directors as a whole. The key measure of performance used by the
Board to assess the Company's performance and to allocate resources
is the total return on the Company's Net Asset Value, as calculated
under IFRS, and therefore no reconciliation is required between the
measure of profit or loss used by the Board and that contained in
the Financial Statements.
For management purposes, the Company
is organised into one main operating segment, being the provision
of a diversified portfolio of UK commercial property backed senior
debt investments.
The majority of the Company's income
is derived from loans secured on commercial and residential
property in the United Kingdom.
Due to the Company's nature, it has
no employees.
The Company's results do not vary
significantly during reporting periods as a result of seasonal
activity.
3. Critical accounting judgements and estimates in
applying the Company's accounting policies
The preparation of the Financial
Statements under IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are based on
historical experience and other factors that are believed to be
reasonable under the circumstances, including the Company's
timeframe for orderly realisation of investments in order to return
capital to shareholders. These factors help form the basis of
making judgements about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results
may differ from these estimates.
Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if
the revision affects only that period or in the period of the
revision and future periods if the revision affects both current
and future periods.
Critical accounting
judgements
In assessing the ECL, the Board has
made critical judgements in relation to the staging of the loans
and assessments which impact the loss given default. In assessing
whether the loans have incurred a significant increase in credit
risk the Investment Manager, on behalf of the Board, assesses the
credit risk attaching to each of the loans and the realisable value
of the underlying property on which the loans are
secured.
The Company has adopted the
Investment Manager's Internal credit rating methodology and has
used its loss experience to benchmark investment performance and
potential impairment for Stage 1, Stage 2 and Stage 3 loans under
IFRS 9 considering both probability of default and loss given
default. It is noted that the Company's remaining loans are past
due and that receivers or administrators have been appointed over
the Company's security.
The Investment Manager and the Board
will also take into consideration the likely repayment term of
loans that have become past due and the actions to be taken by the
appointed receiver or administrator to repay such loans.
Consequently, a loan which is past due, but otherwise performing,
may continue to be assessed as Stage 1 where there is an active
repayment plan in place, or supporting evidence that the loan can
be repaid in full and the Company has given a period of forbearance
whilst reserving its rights to, or charging, default
interest.
Against the backdrop of higher
interest rates and liquidity issues, as discussed in the
Investment Manager's Report, the Investment Manager and Board agree
that all remaining investments have a heightened credit risk. At
the reporting date all three loans are subject to enforcement
action and, in the absence of an active and liquid property market,
are considered as Stage 3 assets with a material risk of credit
loss.
Key sources of estimation
uncertainty
The measurement of both the initial
and ongoing ECL allowance for loan receivables measured at
amortised cost is an area that has required the use of significant
assumptions about credit behaviour such as likelihood of borrowers
continuing to support their properties through interest payments
and equity injections, or defaulting and the resulting
losses.
In line with the Company's
investment strategy at the time, most loans benefited from
significant LTV headroom at origination, with business plans
designed to deliver further value increases over time. This
combined with tight covenants generally enabled the Investment
Manager to manage risk over the term of the loans. However,
following the change in Investment Strategy to one of orderly wind
down and the reduction of the portfolio to just three remaining
assets, the Investment Manager and the Board have placed greater
emphasis on the source and delivery of repayment of each loan when
assessing valuation and the risk of capital loss.
As discussed above, a material
reduction in transactional evidence and higher funding costs have
led to a fall in property values generally, but with those sectors
subject to structural change (e.g. offices) and higher interest
rates (e.g. residential housing for sale) being particularly
impacted. As a result all remaining loans have evidence of
heightened credit risk with the equity buffer having been eroded by
falls in property values and the likelihood of further sponsor
support being considered remote, and as such have been assessed as
Stage 3 loans.
The Board's valuation of Stage 3
assets (those loans considered to have a material risk of credit
loss), is first informed by third party property valuations and
supporting comparative transactional evidence, including marketing
processes being undertaken. The Investment Manager and the Board
will then overlay property level cashflows, expected sales costs
and other factors considered necessary to achieve exits within the
target timeframes for returning capital to shareholders.
All of the Company's Stage 3 assets
are subject to enforcement action in the form of administration or
receivership at the reporting date. As a result, the Company has
considered the likelihood of achieving sales at the most recent
third-party valuation or at discounts to reflect the current lack
of liquidity in the relevant property sector and the Company's
target timeframes and the probability of such outcomes. These
probabilities and discounts are further informed by prospective
purchasers' offers or expressions of interest where properties have
been marketed.
In arriving at the investment
valuations, the Investment Manager has overlayed the expected costs
of sale and exit timeframes to determine a weighted average
valuation of each loan under the expected interest rate method and,
thereby, the expected credit loss for each loan that may
result.
Revenue recognition is considered a
significant accounting judgement and estimate that the Directors
make in the process of applying the Company's accounting policies.
In respect of the Company's Stage 3 loans, interest income will be
recognised through in the Statement of Comprehensive Income net of
ECL allowance. In view of the trading conditions of the Southport
hotel and liquidity challenges facing the RoyaleLife loan, the
Directors consider it unlikely that interest payments will be
received in the near term. The Affinity property remains well
occupied and able to produce sufficient net cashflow to meet its
standard interest liabilities. However, the receiver has reserved
cashflow for working capital purposes in order to progress the
property sale, releasing surpluses when they feel prudent to do
so. Any cash withheld by the receiver will form part of the
final settlement.
4. Loans advanced
(i)
Loans advanced
|
1 February 2024 to 31 July
2024
|
1 February 2023 to 31 January
2024
|
|
£
|
£
|
Loans gross carrying value
|
67,457,768
|
66,116,828
|
Less: Expected Credit
Losses
|
(35,544,323)
|
(32,477,777)
|
|
31,913,445
|
33,639,051
|
|
31 July
2024
|
31 July
2024
|
31 January
2024
|
31 January
2024
|
|
Principal
advanced
|
Carrying
value before ECL allowance
|
Principal
advanced
|
Carrying
value before ECL allowance
|
|
£
|
£
|
£
|
£
|
Affinity(1)
|
16,572,789
|
17,936,433
|
17,125,789
|
18,033,451
|
Southport(2)
|
15,800,000
|
17,126,387
|
15,500,000
|
16,511,470
|
RoyaleLife
|
25,382,017
|
32,394,948
|
25,382,017
|
31,571,907
|
|
57,754,806
|
67,457,768
|
58,007,806
|
66,116,828
|
(1) Capital debt repayment of
£553,000 during the period.
(2) There was a £300,000
increase to the Southport loan principal during the
period.
(ii) Valuation considerations
As noted above, the Company is now
in the process of an orderly wind down. It had been the intention
of the Investment Manager and Directors to hold loans through to
their repayment date, and seek a borrower led repayment in order to
maximise value for the shareholders. Economic and property
market conditions have not enabled this, with commercial property
transactions in some sectors at their lowest levels for 15
years.
The carrying value amounts of the
loans, recorded at amortised cost in the Financial Statements have
been adjusted for expected credit losses. For further information
regarding the status of each loan and the associated risks see the
Investment Manager's Report.
As loans have fallen past due and
enforcement actions have been taken, the Directors have also
reassessed the likelihood and timing of receipt of any interest and
exit fees associated with the loans in the context of the current
underlying property value and weak market conditions.
Each property on which investments
are secured was subject to an independent, third-party valuation at
the time the investment was entered into and updated valuations are
obtained as deemed appropriate. All investments are made on a hold
to maturity basis. Each investment is being closely monitored
including a review of the performance of the underlying property
security.
Third party property valuations are
typically based on the specific particulars of the property (rent,
Weighted Average Unexpired Lease Term (WAULT), vacancy, condition
and location) and assume a normal marketing period and sales
process. Valuers benchmark against comparative evidence from recent
transactions in similar properties in similar locations.
All the remaining Investments are
considered to be Stage 3 assets and are subject to enforcement
action. The carrying value of each Stage 3 investment has been
calculated to reflect the net present value of the expected net
proceeds from, and timing of, exit under a range of scenarios
reflecting the latest indicators of realisable value, the cost of
disposal (including enforcement action taken), and potential
discount to valuation that a willing buyer may offer in the current
market for a purchase out of administration/ receivership in an
accelerated process with limited vendor warranties and
indemnities.
(iii) IFRS 9 - Impairment of Financial
Assets
As discussed above, during 2023 and
the first half of 2024, the UK commercial property market has
experienced a period of historically low transaction volumes, as
buyers adjust their pricing in order to generate target returns in
a higher interest rate environment with uncertain occupational
demand in many sectors. Conversely, unless forced, sellers are
inclined to hold properties where they can in the expectation of
improved liquidity as the economic outlook stabilises and
medium-term interest rates fall. In this context, valuation and,
therefore, the ECL of each investment has been recalculated based
on the underlying property performance and valuations together with
any sales/marketing experience to date and is discussed further
below.
The internal credit rating of each
loan as at 31 July 2024 has been reviewed. All three loans which
were identified as Stage 3 assets at 31 January 2024, have remained
Stage 3 assets, with an ECL provision of £35,544,323 (31 January
2024: £32,477,777).
As
at 31 July 2024
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
Principal advanced
|
-
|
-
|
57,754,806
|
57,754,806
|
Gross carrying value
|
-
|
-
|
67,457,768
|
67,457,768
|
Less ECL allowance
|
-
|
-
|
(35,544,323)
|
(35,544,323)
|
|
-
|
-
|
31,913,445
|
31,913,445
|
As
at 31 January 2024
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
Principal advanced
|
-
|
-
|
58,007,806
|
58,007,806
|
Gross carrying value
|
-
|
-
|
66,116,828
|
66,116,828
|
Less ECL allowance
|
-
|
-
|
(32,477,777)
|
(32,477,777)
|
|
-
|
-
|
33,639,051
|
33,639,051
|
The Southport hotel was identified
as a Stage 3 asset at 31 January 2023. Following an aborted sales
process and a remarketing exercise the hotel, which continues to
generate positive EBITDA, and is subject to a bid in excess of book
value. In assessing the ECL as at 31 July 2024, the Investment
Manager and the Board have, consistent with prior periods,
considered a range of potential outcomes based on the current
bid, other bids received and market advice and have adopted a
probability weighted approach, discounting the resultant cashflows
to the expected completion.
The Investment Manager, on behalf of
the Company, appointed a receiver over the property attached to the
Affinity loan in September 2023, with the Affinity loan being
identified as a stage 3 asset at 31 January 2024. Whilst the
majority of the property remains occupied, leasing is challenging
and there are rolling lease events over the coming twelve
months. Investor demand for regional offices is at a low due to
uncertainties surrounding occupational demand and capital
expenditure requirements in a post Covid-19, remote working,
environment.
These uncertainties combining with a
higher interest rate environment have materially impacted the
valuation of the property, as agency advice suggests, is down by
approximately 40% from over £20 million in April 2023, in line with
the wider market where there are very few if any bidders for
regional office assets. The Investment Manager and the Board have
considered the agency and receiver advice to determine the likely
net realisable value of the property and timeframe in which it
might be achieved. As with the other the Stage 3 loans, a range of
outcomes have been considered and probabilities applied to each in
determining the ECL of the loan as at 31 July 2024.
As previously reported, the
companies holding the sites securing the RoyaleLife loan were
placed into administration during 2023 to protect the assets from
other creditor claims. The sites were sold into a new holding
company structure at the end of the last financial year and the
Company's debt, together with that of its co-lenders was
restructured to facilitate the transaction. Consequently the
Company now participates in a fully cross collateralised loan to
the new operating structure whilst retaining a claim against any
proceeds arising from the ongoing administration of the old
operating structure. The administrator ran a sales process
prior to the restructure from which an institutionally backed offer
for the entire platform has come forward, and heads of terms were
agreed. Whilst the sales process continues, the Company's
(and its co-lenders') timetable has not been adhered to and
consequently the Investment Manager is supporting the new operator
to rebrand and relaunch the sale of individual bungalow homes in
order to retain optionality and maximise value for the
lenders. The prospective purchaser continues with its due
diligence in the meantime. The Investment Manager continues
to work with the administrator to explore all avenues for recovery
of losses against the original borrower platform.
The Board and Investment Manager
consider there to be a material risk of loss and the loan was
categorised as Stage 3 in July 2023, with the restructured loan
remaining at Stage 3. In determining the ECL as at 31 July 2024 the
Board and the Investment Manager have considered an offer from an
institutional buyer which has been received and adopted the same
probability weighted approach and considered a range of outcomes
linked to sale of the properties (where negotiations continue), and
to the relaunch of the underlying business with an exit over time.
The Company together with its co-lenders retain the rights, under
the original loan, to any recoveries linked to the administration
process and the bankruptcy proceedings against the previous
beneficial owner, albeit no value has been attached to such
claims.
A reconciliation of the ECL
allowance is presented as follows:
|
Expected Credit Loss
Allowances
|
|
At 31 January
2024
|
Movement in ECL Allowance
during period
|
At 31 July
2024
|
|
£
|
£
|
£
|
Affinity
|
(6,697,311)
|
(2,323,556)
|
(9,020,867)
|
Southport
|
(8,597,121)
|
275,592
|
(8,321,529)
|
RoyaleLife
|
(17,183,345)
|
(1,018,582)
|
(18,201,927)
|
|
(32,477,777)
|
(3,066,546)
|
(35,544,323)
|
(iv) IFRS 9 Impairment - Stress Analysis
The carrying values of the remaining
investments above contemplate sales in a difficult market and have
been adjusted for expected credit losses, making allowance for the
potential impact of sales out of receivership/administration on the
properties' underlying liquidity and attractiveness to buyers, as
well as the timeframe in which the Company is seeking to realise
its investments.
The remaining loans are, or have
been, subject to enforcement processes, which may be an additional
factor in the liquidity of and buyer pools for the subject assets.
Two of the loans (Southport and RoyaleLife) are secured against
operating assets which brings additional complexity for buyers when
compared to, say, single tenant investment properties and, in the
case of RoyaleLife, operates in a new and emerging
sector.
The Investment Manager and the Board
have considered the impact of a further 10%, 20% and 30% reduction
in the underlying property values, broadly reflecting a one, two
and three stage credit deterioration as previously presented, and
recalculated its probability weighted valuations on this basis. The
potential negative impact of these further declines in property
values on the portfolio as a whole is set out below.
Stress test impact on
Expected Credit Loss at 31 July 2024
|
31
July 2024
|
31
January 2024
|
31
July 2023
|
10% reduction in property
value
|
£2,764,000
|
£3,279,000
|
£3,685,000
|
|
|
|
20% reduction in property
value
|
£5,209,000
|
£6,558,000
|
£8,124,000
|
|
|
|
30% reduction in property
value
|
£8,069,000
|
£9,837,000
|
£12,562,000
|
|
|
|
All efforts continue to be made by
the Investment Manager and the Board to crystalise the value in the
remaining investments in a reasonable time frame in order to return
capital to shareholders and proceed to the liquidation of the
Company. However, as discussed above, in the current market many
properties for sale are not receiving any bids, even where they are
considered distressed, and the limited number of buyers active in
the market are seeking out the maximum distress in order achieve
best relative value and maximise their potential returns.
Accordingly, the timing of the final realisation of the Company's
remaining assets cannot be predicted with certainty. The Board and
Investment Manager have considered the impact of a delay in the
realisation of the remaining loans. A 3 month delay would, at 31
July 2024, reduce the net present value of the cashflows arising by
2.3% (£745,000), whilst a 6 month delay would result in a 4.6%
(£1,468,000) reduction in the net present value of the cashflows
arising.
5.
Earnings per share and Net Asset Value per share
Earnings/(Loss) per share
|
1 February
2024
|
|
1 February
2023
|
|
to 31 July
2024
|
|
to 31 July
2023
|
Loss for the period after tax
(£)
|
(1,874,929)
|
|
(14,709,953)
|
Weighted average number of ordinary
shares in issue
|
121,302,779
|
|
121,302,779
|
Basic and diluted loss per share
(pence)
|
(1.55)
|
|
(12.13)
|
The calculation of basic and diluted
loss per share is based on the loss for the period and on the
weighted average number of ordinary shares in issue during the
period.
There are no dilutive shares at 31
July 2024 (31 January 2024: none).
Net
Asset Value per share
|
31 July
2024
|
|
31 January
2024
|
NAV (£)
|
34,349,199
|
|
36,224,128
|
Number of ordinary shares in
issue
|
121,302,779
|
|
121,302,779
|
NAV per share (pence)
|
28.32
|
|
29.86
|
The calculation of NAV per share is
based on Net Asset Value and the number of ordinary shares in issue
at the period/year end.
6.
Share Capital
The authorised share capital of the
Company is represented by an unlimited number of ordinary shares
with or without a par value which, upon issue, the Directors may
designate as (a) ordinary shares; (b) B shares; and (c) C shares,
in each case of such classes and denominated in such currencies as
the Directors may determine.
|
31 July
2024
|
|
31 January
2024
|
|
Number of shares
|
|
Number of
shares
|
Authorised
|
|
|
|
Ordinary Shares of no par
value
|
Unlimited
|
|
Unlimited
|
B Shares of no par value
|
Unlimited
|
|
Unlimited
|
|
Total No
|
|
Total No
|
Issued Ordinary Shares
|
121,302,779
|
|
121,302,779
|
B
Shares
|
|
|
|
B Shares issued February
2023
|
-
|
|
121,302,779
|
B Shares redeemed and cancelled
February 2023
|
-
|
|
(121,302,779)
|
B Shares issued August
2023
|
-
|
|
121,302,779
|
B Shares redeemed and cancelled
August 2023
|
-
|
|
(121,302,779)
|
|
-
|
|
-
|
|
|
|
|
|
£
|
|
£
|
Share capital brought
forward
|
64,650,361
|
|
80,298,419
|
Repaid in the period/year
|
-
|
|
(15,648,058)
|
Share capital carried forward
|
64,650,361
|
|
64,650,361
|
Return of Capital
Return of Capital is recognised by
the Company in the quarterly NAV calculation following the
declaration date.
In line with the Board's recent
guidance, there was no return of capital
made during the period ended 31 July 2024.
7.
Dividends
Dividends are recognised by the
Company in the quarterly NAV calculation following the declaration
date. A summary of the dividends declared and paid during the year
to 31 January 2024 is set out below. No dividends were
declared or paid in respect of the period 1
February 2024 to 31 July 2024:
|
Dividend per
share
|
|
Total
dividend
|
1
February 2023 to 31 January 2024
|
Pence
|
|
£
|
Interim dividend in respect of
quarter ended 31 January 2023
|
0.50
|
|
606,514
|
|
0.50
|
|
606,514
|
Following shareholder approval of
proposed changes to the Company's Investment Objectives and
Investment Policy which allows an orderly realisation of the
Company's assets and return of capital to shareholders, the Board
has made it clear that payment of quarterly dividends would
continue only whilst it remained prudent to do so.
Due to the enforcement actions in
place over all three remaining assets, trading levels have been
reduced and accordingly levels of operating cashflow are projected
to be significantly reduced.
The Company has a predictable cost
base and the ability to hold capital to meet costs and preserve
working capital. However, it is no longer considered appropriate to
distribute a regular dividend.
The Company has a single class of
ordinary shares which are not entitled to a fixed dividend. At any
General Meeting of the Company each ordinary shareholder is
entitled to have one vote for each share held. The ordinary shares
also have the right to receive all income attributable to those
shares and participate in distributions made and such income shall
be divided pari passu among the holders of ordinary shares in proportion to the
number of ordinary shares held by them.
The Company's Articles include a B
Share mechanism for returning capital to shareholders and following
shareholder approval on 14 January 2021, the Company has and will
continue to utilise this mechanism in future. When the Board
determines to return capital to shareholders, the Company has
issued B Shares, paid up out of the Company's assets, to existing
shareholders pro rata to their holding of ordinary shares at the
time of such issue. The amount paid up on the B Shares will be
equal to the cash distribution to be made to shareholders via the B
Share mechanism. The B Shares shall be redeemable at the option of
the Company following issue and the redemption proceeds (being
equal to the amount paid up on such B Shares) paid to the holders
of such B Shares on such terms and in such manner as the Directors
may from time to time determine. It is, therefore, expected that
the B Shares will only ever be in issue for a short period of time
and will be redeemed for cash shortly after their issue in order to
make the return of capital to shareholders.
It is intended that following each
return of capital the Company will publish a revised estimated Net
Asset Value and Net Asset Value per Ordinary Share based on the
prevailing published amounts adjusted to take into account the
return of capital. The number of ordinary shares in issue will
remain unchanged.
8.
Financial Risk Management
The Company through its investment
in senior loans is exposed to a variety of financial risks. The
main risks arising from the Company's financial instruments are:
market risk (including currency risk and interest rate risk),
credit risk and liquidity risk and are fully disclosed on pages 53
to 56 of the Annual
Report and Financial Statements for the year ended 31 January 2024
in addition to the principal risks as set out on in this Interim
Report.
The Company's principal risk factors
were also discussed in the Company's Prospectus, available on the
Company's website (www.lbow.co.uk) and should be reviewed by
shareholders.
9.
Related party transactions and Directors'
remuneration
Parties are considered to be related
if one party has the ability to control the other party or exercise
significant influence over the party in making financial or
operational decisions.
In the opinion of the Directors, on
the basis of shareholdings advised to them, the Company has no
immediate or ultimate controlling party.
Directors
The Company Directors' fees for the
period amounted to £80,000
(31 July 2023: £80,000) with outstanding fees at
31 July 2024 of £31,250 due to the Directors (31 January 2024: £31,250).
Investment Manager
Investment management fees for the
period amounted to £139,965
(31 July 2023: £369,261). Fees to the value
of £188,681 were
outstanding at the period/year end (31 January 2024:
£236,597).
10.
Other expenses
The other expenses shown in the
Statement of Comprehensive Income are made up as shown
below.
|
|
1 February 2024
to
|
1 February 2023
to
|
1 February 2023
to
|
|
|
31 July
2024
|
31 July
2023
|
31 January
2024
|
|
|
£
|
£
|
£
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
Broker fees
|
|
25,000
|
25,825
|
50,000
|
Administration fees
|
|
79,583
|
107,307
|
239,806
|
Regulatory fees
|
|
9,183
|
8,246
|
17,872
|
Listing fees
|
|
5,365
|
5,175
|
13,230
|
Legal & professional
fees
|
|
8,345
|
73,148
|
118,645
|
Other expenses
|
|
49,272
|
50,427
|
109,307
|
Total expenses
|
|
176,748
|
270,128
|
548,860
|
11.
Subsequent events
On 26 September 2024, the Company
received a £400,000 distribution related to the Affinity loan,
which was reflected in the ECL calculations. There were no other
material subsequent events noted after the reporting
date.
glossary of capitalised
defined terms
"Administrator" means Ocorian
Administration (Guernsey) Limited;
"Affinity" means
Impact Spectrum Limited;
"AIFMD" means the Alternative Investment
Fund Managers Directive;
"Annual Report" or "Annual Report and Financial Statements"
means the annual publication of the Company provided to the
shareholders to describe their operations and financial conditions,
together with their Financial Statements;
"Board" or "Directors" or "Board of Directors" means the directors
of the Company from time to time;
"B
shares" means a redeemable Ordinary
Share of no par value in the capital of the Company issued and
designated as a B Share of such class, and denominated in such
currency, as may be determined by the Directors at the time of
issue. Issued for the purpose of returning capital in
accordance with Article 8;
"CMBS" means commercial mortgage-backed
security;
"Companies Law" means the Companies
(Guernsey) Law, 2008, (as amended);
"Company" means ICG-Longbow Senior
Secured UK Property Debt Investments Limited;
"Covid-19" means the global
coronavirus pandemic;
"ECL" means expected credit
losses;
"EPS" or "Earnings per share" means Earnings per
Ordinary Share of the Company and is expressed in Pounds
Sterling;
"EU" means the European
Union;
"Euro" or "€" means Euro;
"FCA" means the UK Financial Conduct
Authority (or its successor bodies);
"Financial Statements" means the audited
financial statements of the Company, including the Statement of
Comprehensive Income, the Statement of Financial Position, the
Statement of Changes in Equity, the Statement of Cash Flows and
associated notes;
"GDP" means gross domestic
product;
"GFSC" means the Guernsey Financial
Services Commission;
"GIIN" means Global Intermediary
Identification Number;
"GFSC Code" means the GFSC Finance
Sector Code of Corporate Governance;
"IAS" means international accounting
standards as issued by the Board of the International Accounting
Standards Committee;
"ICG" means Intermediate Capital Group
PLC;
"IFRS" means the International Financial
Reporting Standards, being the principles-based accounting
standards, interpretations and the framework by that name issued by
the International Accounting Standards Board;
"Interim Report" means the Company's
interim report and unaudited interim condensed financial statements
for the period ended 31 July;
"Investment Manager" or "ICG-Longbow" or "ICG Real Estate" means ICG Alternative
Investment Limited or its associates;
"IPO" means the Company's initial public
offering of shares to the public which
completed on 5 February 2013;
"ISIN" means an International Securities
Identification Number;
"London Stock Exchange" or "LSE" means London Stock Exchange
plc;
"LTV" means Loan to Value
ratio;
"Main Market" means the main securities
market of the London Stock Exchange;
"NAV per share" means
the Net Asset Value per Ordinary Share divided by
the number of Shares in issue (other than shares held in treasury);
"Net Asset Value" or "NAV" means the value of the assets of
the Company less its liabilities, calculated in accordance with the
valuation guidelines laid down by the Board, further details of
which are set out in the 2017 Prospectus;
"Northlands" means London &
Guildford Properties Limited, London & Weybridge Properties
Limited, Lamborfore Limited, Northlands Holdings Limited, Peeble
Stone Limited, Auldana Limited, Felixstow Limited, Richmond Lodge
Construction Limited, Piperton Finance Limited and Alton &
Farnham Properties Limited;
"Official List" is the Premium Segment
of the FCA's Official List;
"Registrar" means Link Asset Services
(Guernsey) Limited;
"RoyaleLife" means the Time GB
Properties LendCo Limited;
"Southport" means the
Waterfront Southport Properties Limited and Waterfront Hotels
(Southport) Limited - now in administration;
"Sq
ft" means square feet;
"UK" or "United Kingdom" means the United
Kingdom of Great Britain and Northern Ireland; and
"£" or "Pounds Sterling" means British pound
sterling and "p" or
"pence" means British
pence.
directors and general information
Board of Directors
Jack Perry (Chair)
Stuart
Beevor
Paul Meader
Fiona Le Poidevin
Audit and Risk Committee
Fiona Le Poidevin (Chair)
Stuart Beevor
Paul Meader
Management Engagement Committee
Jack Perry
(Chair)
Paul Meader
Fiona Le Poidevin
Stuart Beevor
Nomination Committee
Jack Perry
(Chair)
Stuart Beevor
Paul Meader
Fiona Le Poidevin
Remuneration Committee
Paul Meader (Chair)
Jack Perry
Stuart Beevor
Fiona Le Poidevin
Investment Manager
ICG Alternative Investment
Limited
Procession House
55 Ludgate Hill
London
United Kingdom
EC4M 7JW
Registered office
Floor 2
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 4LY
|
Independent Auditor
Deloitte LLP
PO Box 137
Regency Court
Glategny Esplanade
St. Peter Port
Guernsey
GY1 3HW
Guernsey Administrator and Company Secretary
Ocorian Administration (Guernsey)
Limited
P.O. Box 286
Floor 2
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 4LY
Depositary
Ocorian Depositary (UK)
Limited
5th Floor
20 Fenchurch Street
London
England
EC3M 3BY
Registrar
Link Asset Services (Guernsey)
Limited
Mont Crevelt House
Bulwer Avenue
St Sampsons
Guernsey
GY2 4LH
Corporate Broker and Financial Adviser
Cavendish Securities plc
6-8 Tokenhouse Yard
London
United Kingdom
EC2R 7AS
Identifiers
GIIN: 6IG8VS.99999.SL.831
ISIN: GG00B8C23S81
Sedol: B8C23S8
Ticker: LBOW
Website: www.lbow.co.uk
|
English Solicitors to the Company
Gowling WLG (UK) LLP
4 More London Riverside
London
United Kingdom
SE1 2AU
Guernsey Advocates to the Company
Carey Olsen
Carey House
PO Box 98
Les Banques
St Peter Port
Guernsey
GY1 4BZ
Bankers
Butterfield Bank (Guernsey)
Limited
PO Box 25
Regency Court
Glategny Esplanade
St Peter Port
Guernsey
GY1 3AP
Barclays Bank plc
6-8 High Street
St Peter Port
Guernsey
GY1 3BE
Lloyds Bank International
Limited
PO Box 136
Sarnia House
Le Truchot
St Peter Port
Guernsey
GY1 4EN
The Royal Bank of Scotland
International Limited
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey
GY1 4BQ
|
cautionary
statement
The Chairman's Statement and the
Investment Manager's Report have been prepared solely to provide
additional information for shareholders to assess the Company's
strategies and the potential for those strategies to succeed. These
should not be relied on by any other party or for any other
purpose.
The Chairman's Statement and
Investment Manager's Report may include statements that are, or may
be deemed to be, "forward-looking statements". These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology.
These forward-looking statements
include all matters that are not historical facts. They appear in a
number of places throughout this document and include statements
regarding the intentions, beliefs or current expectations of the
Directors and the Investment Manager, concerning, amongst other
things, the investment objectives and investment policy, financing
strategies, investment performance, results of operations,
financial condition, liquidity, prospects, and distribution policy
of the Company and the markets in which it invests.
By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance.
The Company's actual investment
performance, results of operations, financial condition, liquidity,
distribution policy and the development of its financing strategies
may differ materially from the impression created by the
forward-looking statements contained in this document.
Subject to their legal and
regulatory obligations, the Directors and the Investment Manager
expressly disclaim any obligations to update or revise any
forward-looking statement contained herein to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is
based.
ICG-Longbow Senior Secured UK Property Debt Investments
Limited
Floor 2, Trafalgar Court
Les Banques, St Peter Port,
Guernsey
GY1 4LY, Channel Islands.
T +44 (0) 1481 742742
F +44 (0) 1481 742698
Further information available
online:
www.lbow.co.uk