TIDMLBOW
RNS Number : 4392O
ICG-Longbow Snr Sec UK Prop DebtInv
03 October 2023
This announcement is released by ICG-Longbow Senior Secured UK
Property Debt Investments Limited and contains inside information
for the purposes of the UK version of the Market Abuse Regulation
(EC No. 594/2014).
ICG-Longbow Senior Secured UK Property Debt Investments
Limited
Interim Report And
Unaudited Condensed Interim Financial Statements
For the six months ended 31 July 2023
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 2023 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 pursue an orderly realisation of
its assets, although delays are occurring due to difficult market
conditions. During the period, the Company returned GBP6.67 million
of shareholder capital, equating to 5.50 pence per ordinary
share.
-- After period end, a further GBP9.00 million of shareholder
capital was returned, equating to 7.40 pence per ordinary share. As
at the date of this report, the Company has now returned capital of
44.90 pence per ordinary share to shareholders, equating to
GBP54.46 million in total.
-- Dividends were declared and paid totalling 0.50 pence per
ordinary share for the six-month period to 31 July 2023.
-- The Company is taking decisive action to seek to realise its
remaining investments. As at the date of this report, all remaining
loans other than Northlands are subject to formal enforcement
processes.
-- The Company has increased ECL provisions by GBP17.38 million to GBP21.32 million.
- GBP5.13 million in respect of the Southport loan, increasing
the total provision to GBP7.42 million.
- GBP10.59 million in respect of the RoyaleLife loan, increasing
the total provision to GBP12.22 million.
- GBP1.66 million in respect of the Affinity loan, increasing
the total provision to GBP1.68 million.
-- Total loans outstanding at amortised cost plus interest
receivable, excluding ECL adjustments, amount to GBP65.93 million
as at 31 July 2023.
Performance
-- NAV of GBP 55.37 million as at 31 July 2023 after ECL
adjustments of GBP(21.32 million) (31 January 2023: GBP77.35
million after ECL adjustments of GBP(3.94 million)).
-- NAV per share as at 31 July of 45.64 pence and 38.24 pence
following capital repayment on 1 September 2023.
-- (Loss)/profit after tax of GBP(14.71) million for the six
months ended 31 July 2023 (31 July 2022: GBP 2.73 million).
-- (Loss)/Earnings per share for the period of (12.13) pence (31 July 2022: 2.25 pence).
Dividend
-- Total dividends paid and declared for the period ended 31
July 2023 of 0.50 pence per share (31 July 2022: 2.1 pence per
share), comprising an interim dividend of 0.50 pence per share paid
in respect of quarter ended 31 January 2023.
Investment Portfolio
-- As at 31 July 2023, the Company's investment portfolio
comprised of four loans with an aggregate principal balance of
GBP57.97 million, and a carrying value after provision for ECL of
GBP44.61 million (31 January 2023: five loans with an aggregate
principal balance of GBP67.44 million, and a carrying value of
GBP68.96 million).
-- Weighted average portfolio LTV as at 31 July 2023 was 99.4% (31 January 2023: 80.9%).
*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 5 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 2022 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 2023.
There is no doubt that this half year period has been difficult
for the Company as it seeks to secure timely exits from its
remaining portfolio of investments in what are extremely
challenging market conditions. Through the Investment Manager, the
Company has taken decisive action on all its remaining positions to
seek to accelerate realisations. Shareholders will be aware that
all three of the major remaining investments are now subject to
enforcement processes to assist in procuring appropriate exits.
Following the further deterioration in market conditions during the
period, and in light of the enforcement actions being taken,
significant additional impairment provisions have been made against
these remaining loans. Detailed updates on the loan positions are
provided below and in the Investment Manager's Report.
Current UK economic and property market conditions are not
conducive to quick or easy asset sales. The sustained rise in UK
interest rates, up four percentage points in a little over a year,
has dramatically reduced liquidity in property and finance markets
as well as affecting asset prices in many property sectors. The
value of property transactions in the first half of 2023 was over
50% lower than the same period in the prior year, and 37% below the
10-year average. Hotel sales in the first half were at their lowest
levels for over a decade. More recently, the data has trended
weaker again: Colliers International reports that property
investment transactions in July were less than GBP1bn, the lowest
monthly level since 2008.
An illiquid and distressed market with few buyers is clearly not
helpful for any seller. Compounding the problem are finance
markets, where lenders are struggling with reduced interest
coverage on new or maturing loans, and borrowers are facing all-in
rates that often cannot be accretive to returns.
It is not clear how long it may take for liquidity to improve
but it seems unlikely to be soon. The few buyers that exist are
opportunistic, under no pressure to acquire assets and demand steep
discounts. Accordingly, the environment for the Company to exit its
remaining investments is expected to remain extremely challenging
in the near term.
Portfolio
The Company received partial repayments of the Northlands loan
during the period, totalling over GBP9.0 million in aggregate.
Following further partial repayments after the period end, the
remaining balance is GBP0.1 million, plus a modest amount of
interest and fees, and is expected to be repaid in full in the near
term through further property sales.
We have already notified shareholders of the challenges
experienced in the Company's RoyaleLife investment and, since our
last report, administrators were appointed over all of the
property-holding vehicles securing the Company's loan. The Board is
aware that administrators have also been called in over many other
entities within the wider Royale group, as other secured creditors
have taken action to protect their positions in the same manner as
the Company.
Shareholders will recall that the Company's loan is a part of a
wider structure of lending to Royale. The Investment Manager, on
behalf of the Company and its co-lenders, together with the
administrator, is in discussion with credible parties who have
expressed interest in acquiring the properties, but the complexity
of the structure and various hurdles associated with the prior
sponsor mean that challenges remain. We appreciate that it is
frustrating for shareholders that we are unable to provide more
details at this time due to necessary confidentiality. However, I
wish to assure you that every effort is being made by the Board,
Investment Manager and advisers to effect a good outcome. The
valuation applied in these interim financial statements reflects
the uncertainty.
In order to try to accelerate a repayment, the Investment
Manager appointed a receiver over the asset securing the Affinity
loan in September 2023. From an occupational perspective, the
property's performance continues to be robust with interest covered
in full by rental income. However, despite a lengthy period on the
market for sale there have been no formal bids and it is hoped that
a receivership-led sale will prompt renewed interest from potential
buyers.
The hotel asset securing the Southport loan continues to trade
under the administrator and has been profitable in the year to date
despite the dramatic increases in energy and labour costs faced by
hoteliers. The property was placed under conditional offer for sale
by the administrator. However, after period end, the buyer withdrew
owing to obstacles encountered in discharging some of its specific
conditions for purchase. It is disappointing that the anticipated
transaction failed to complete but this is reflective of current
property market conditions.
To try to generate further interest, a new joint selling agent
has been brought in and both agents are now actively re-marketing
the property, pointing to the potential for the asset to benefit
from the proposed new Marine Lake Events Centre, due for completion
in 2026, which will adjoin the hotel and where works started in
August 2023.
We are acutely aware of the delays to loan redemptions
encountered to date and the desire of shareholders to see capital
returned to them at the earliest opportunity.
Valuation and Impairment
As discussed in more detail in the notes to the accounts, and in
the context of the current property market conditions, we have
reviewed the valuation of the Company's remaining investments based
on the latest property valuations, but also the desired short
timeframe for returning capital to Investors.
The Company has recent valuations on all of the assets securing
the three main loans. Adoption of these valuations, as the Company
has often done in the past, would have reflected a much lower
impairment charge than that now applied and, in the case of
Affinity, a notable equity buffer. However, in recognition of
current property market conditions, we developed alternative,
negative scenarios and probability weighted each. This conclusion,
now adopted in these accounts, might be viewed as "realistically
pessimistic" but reflects considerable uncertainty in terms of
eventual disposal values and timing. Accordingly, readers'
attention is also drawn to the stress analysis discussed in note 4
(iv) to the accounts which illustrates the potential impact of any
further deterioration in the market.
Revenue and Profitability
Income from the loan portfolio for the period totalled GBP0.89
million (31 July 2022: GBP3.61 million) as the Company's loan
portfolio continued to reduce and interest recognition was
suspended on certain of the loans. After accounting for
impairments, the Company realised a loss for the period of
(GBP14.71) million (31 July 2022: profit of GBP2.73 million).
Earnings per share for the period were negative 12.13 pence (31
July 2022: positive 2.25 pence), again reflecting additional
expected credit losses recognised against the remaining portfolio
loans. Details of these additional provisions are set out in the
notes to the condensed accounts.
Dividend and Return of Capital
The Company paid a 0.50 pence per share dividend in May 2023,
covering the three months to 31 January 2023. It did not declare a
dividend for the quarter ended 31 April 2023 and will not declare a
dividend for the quarter ended 31 July 2023.
As previously reported to shareholders, the Company will only
look to declare dividends when cashflow and profits prudently
allow. Currently the Board does not envisage that these conditions
will be met.
The repayment of capital of GBP6.67 million or 5.50 pence per
ordinary share, declared on 26 January 2023, was paid during the
period.
After the period end and following the substantial repayment at
par of the Northlands loan, a further return of capital of
approximately GBP9.00 million or 7.40 pence per ordinary share to
shareholders was made on 1 September 2023.
NAV and Share Price Performance
The Company's NAV reduced to GBP55.37 million as at 31 July 2023
(31 January 2023: GBP77.35 million), as a result of the partial
repayment of the Northlands loan during the period and recognising
the additional ECL provisions in the period.
The Company's share price ended the period at 36.1 pence per
share, down from 52.25 pence as at 31 January 2023, during which
time 5.5 pence per share has been returned to shareholders through
capital repayments. The share price reflected, at period end, a
20.9% discount to the Company's NAV.
Outlook
Property market conditions in the UK remain extremely
challenging with very limited liquidity in many sectors. Where debt
is available, pricing is often simply not accretive to borrower
returns, with the result that bids, where they are made at all, are
often not palatable to sellers. Bid-ask spreads remain wide in many
sectors, and consequently transaction volumes are low.
This presents particular challenges for the Company as it seeks
to realise its final investments. With a very limited number of
active buyers in the market, many open market sale processes are
resulting in no credible bids being forthcoming as buyers seek out
the most distressed seller to maximise their future returns.
Consequently, any suggestion that a sale is forced or
time-sensitive tends to lead to low bid levels for assets, as
buyers test the seller's resolve.
The Board expects to have to make difficult choices in the
coming period. The stated investment objective of the Company is to
conduct an orderly realisation of its assets, and the Board and
Investment Manager continue to actively seek to accelerate
repayments as far as they are able. Decisive action has been taken
on all the three major investments to step in and oversee
management of the assets and control sales processes. The
acceleration of these processes does need to be balanced against
the potential value to be realised.
The Board shares shareholders' frustration with the ongoing
delays in realising loans, combined with the disappointment of
having to recognise further impairment provisions. Regrettably
there is no easy way for the Board, Investment Manager or any other
party to accelerate realisations in a market with such a limited
buyer pool. As a result, the continued focus is on actively
managing the remaining assets to protect and enhance value, to
control costs and to continue to seek the optimal recovery
possible.
Jack Perry
Chairman
2 October 2023
Investment Manager's Report
Summary
As at 31 July 2023 the Company had four investments remaining,
the three largest of which (Affinity, Southport and RoyaleLife) are
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.
Company Performance
During the period, the Company received a series of partial
repayments of the Northlands loan, following sales of certain of
the portfolio properties as the sponsor works towards full
repayment. These payments totalled GBP9.0 million in aggregate.
At the period end, the Company had GBP11.3 million of cash, of
which GBP9.0 million was returned to shareholders in September
2023. The balance is sufficient to cover all the Company's expected
working capital needs while maintaining a prudent liquidity
buffer.
Portfolio
Portfolio statistics 31 July 2023 31 July 2022
Number of loan investments 4 5
-------------- --------------
Aggregate principal advanced (1) GBP57,967,370 GBP74,749,557
-------------- --------------
Aggregate carrying value after ECL GBP44,612,344 GBP77,976,950
-------------- --------------
Cash held GBP11,348,746 GBP3,068,145
-------------- --------------
Investment Update
Southport
The Company's Southport hotel loan continues to be run by the
administrator, while maintaining the same local management team.
Trading at the hotel is seasonal, with revenues strongest from
April to October. Despite the administration, the hotel has
continued to trade profitably albeit it is clear that the
uncertainty around the long term future of the business has been
and may continue to be a drag on results in the near term.
Moreover, given the impact of administration and advisory costs, no
interest payments are expected in the near term.
In the first quarter of 2023 the property was under conditional
offer for sale to a large trade buyer. However, after the period
end the proposed sale fell away as the purchaser was unable to
satisfy themselves that that all conditions could be met in a
reasonable timeframe and, despite significant diligence costs,
withdrew from the process.
As a consequence, and to reinvigorate the sales process, through
the administrator the Investment Manager has appointed a new joint
selling agent for the property. The two in-place agents are now
actively remarketing the asset to interested parties, pointing to
the potential for the asset to benefit from the proposed new Marine
Lake Events Centre, which will adjoin the hotel and where works
started in August 2023. The local council hopes to open the centre
in 2026 and forecasts it will bring over half a million new
visitors to the town each year.
After period end, and following a request from the
administrator, the Company prudently determined to provide a GBP0.3
million working capital facility to allow for continued investment
in the asset during this sales process.
RoyaleLife
The RoyaleLife investment has been challenging. As disclosed in
the Financial Statements as at 31 January 2023 and subsequent RNS
announcements, the sponsor group behind the RoyaleLife loan was
undergoing severe liquidity issues as a result of a slowdown in
sales during, and following, the Covid-19 pandemic. Whilst sales
resumed, the borrower was significantly behind its original
business plan, and no longer able to fully support its
operations.
As a result, and following a winding up petition issued by a
third party creditor against some entities within the structure,
the Company, acting together with its co-lenders, appointed an
administrator over three group companies in May 2023, and over the
remainder of the borrower structure in August 2023. The Company is
aware that administrators have also been appointed by other lenders
and creditors over other parts of the Royale group.
Prior to the appointment of the administrator, the Investment
Manager had been in discussion with the borrower to restructure its
loans and see fresh equity injected into the platform to
re-activate the sales program. Since the appointment a number of
parties have come forward and expressed an interest in acquiring
the business or some, or all, of the sites. These include a number
of highly credible, well-capitalised parties with experience in the
sector and smaller local operators. The Investment Manager and
administrator are continuing discussions with these parties and
seeking a whole business exit as a priority, however the underlying
portfolio and operations are complex, and no certainty can be given
at this stage that these negotiations will lead to a satisfactory
outcome, or when such an outcome might be achieved, and
consequently all options are being pursued.
In parallel with these discussions the Investment Manager, on
behalf of the Company and its co-lenders, continues to work with
the administrator and advisors to stabilise the operations across
the portfolio and has recently completed a partial restructure of
the Investment in order to bring in a new operator and preserve
value in the underlying property security.
Affinity
The office property securing the Affinity loan remains well
occupied and we are aware of several existing tenants seeking to
renew leases as well as active interest for the limited remaining
vacant space at the property. Average rents in the building are in
the region of GBP22 per sq ft with the most recent lettings at over
GBP25 per sq ft and new deals under discussion at still higher
levels. These represent a material discount to prime Bristol office
rents in excess of GBP40 per sq ft. Net income from the asset
continues to cover interest in full, at a 10.5% rate, and
additional default interest is being accrued.
The disconnect between the positive occupational conditions and
the investment market appetite remains stark. The asset was on the
market for sale throughout the reporting period and despite a
number of inspections by potential buyers the ongoing lack of
investor demand for regional offices has hampered the sales effort
and no formal bids have been forthcoming. In terms of market
competition, we are aware that in Q2 2023, there were 16 competing
Bristol office assets being offered to the market as well as
several further buildings available to buy off-market. There is a
similar pattern in other UK regional cities.
Nonetheless, the Investment Manager is seeking to use every tool
to try to accelerate the sales process and in September 2023
appointed a receiver over the asset with the aim of re-invigorating
the marketing and flushing out potential buyers to try and achieve
a realisation.
Northlands
The Northlands loan has been largely repaid through the sale of
newly built residential properties and the break-up of the
commercial portfolio on which it is secured. As at 31 July 2023,
the outstanding loan balance was GBP0.09 million with a further
GBP0.43 million of accrued interest and exit fees outstanding.
Default interest continues to be charged.
Investment Portfolio Summary as at 31 July 2023
Book Book
Balance Value Value Current
outstanding after per share LTV
Project Region Sector (GBPm)(2) ECL (GBPm) (p) (%)
South
Affinity West Office 17.30 15.99 13.2 85.9%
Southport North
(1) West Hotel 15.20 9.38 7.7 121.6%
Northlands London Mixed use 0.09 0.52 0.4 7.1%
RoyaleLife National Residential 25.38 18.72 15.4 95.6%
Total / weighted average 57.97 44.61 36.7 99.4%
------------- ------------ ----------- --------
(1) LTV reflects balance outstanding before adjustment for ECL.
(2) Balance outstanding excludes accrued interest. A comparison
to the carrying value of the loans is set out in Note 5 to the
accounts.
Economy and Financial Market Update
The reporting period brought a constant stream of mixed economic
signals, leaving participants watchful for a clear turning point in
markets. While the September meeting of the Bank of England's
Monetary Policy Committee kept rates stable, previously the UK had
seen 14 successive interest rate rises, with inflation stubbornly
high, and 'core' inflation now at over 6% per annum. Despite a
gradual decline in inflation in recent months, markets remain
nervous of a period of sustained 'higher for longer' interest rates
ahead to control inflation.
The UK is seeing continued wage growth. Private sector nominal
wage growth remained above expectations at 8.1% in July, higher
than in the US or Europe. This contrasts with a gradual increase in
unemployment, standing at 4.3% in July, up from 3.7% in January
2023. After the period end, real wage growth turned positive, as
higher wage settlements took effect in a period of reducing
inflation rates.
Consensus independent GDP forecasts published by the UK Treasury
remain marginally positive for 2023 & 2024 at 0.3% and 0.6%
respectively, and inflation rates are expected to ease to 4.5% at
end of 2023 (albeit still above target levels). Public sector net
borrowing remains elevated at GBP130bn, greater than 2022, however
lower than pandemic year peaks.
Occupational Demand/Supply
While many high profile corporate names advocate for an
increased return to the office, occupational demand across the big
six office markets in H1 2023 was approximately 20% down on the
five year average, measured by take up. The majority of leasing
took place in the capital, though Central London vacancy ticked
upward to 9.2%, driven by speculative completions. The flight to
quality - a trend of occupiers seeking the best buildings -
continues across all of the UK's regional markets, with regional H1
leasing down 13% year-on-year, but Grade A stock accounting for
only 25% of regional stock available.
Industrial take up also dropped in H1, at 12.5m sq ft, being
half of the last three years' average, and the lowest H1 since
2013. A contributing factor was a drop in 'big box logistic' deals,
with the average deal size dropping to 50,000 sq ft. Demand for
second hand space is said to be bouncing back, and agents'
requirements indices suggest H2 will bring greater take up.
UK consumer confidence improved in the reporting period, albeit
remaining negative and losing some of its earlier gains in July as
inflation data showed to be persistently high, leading to
expectations of further interest rate rises. Agency data indicated
retail leases signed were down c. 30% in the first half of 2023,
with retail rents in Q2 also dropping again for the first time
since 2021, potentially due to the side effects of persistent
inflation. Hotel markets reported a more favourable operating
environment, with average daily rates (ADR) 23% ahead of 2019 over
the first six months of the year, and occupancy up year on year and
only slightly lagging 2019 on a trailing 12 month basis. Gross
operating profit per available room (GOPPAR) in H1 2023 had fully
recovered to 2019 levels, although hotels continue to face cost
pressures ranging from energy to staffing.
Property Investment Market
H1 2023 saw investment volumes remaining depressed across the
board. Total commercial property investment volumes at c. GBP15bn
were 55% down on H1 2022, reflecting an overall buyer-seller
pricing mismatch, with no buyers under pressure to trade and a lack
of forced sellers at current pricing. Successive interest rate
rises and debt pricing are further fuelling transaction hesitation.
The MSCI All Property index remained close to neutral over the
reporting period, showing 1.2% growth with increased rental income
offsetting declining capital values.
While the lack of deals makes average prime yields difficult to
ascertain in many sectors or sub-markets, prime London office
yields appeared to hold firm in July 2023, at 4.0% in the West End,
and 5.0% in the City, whilst provincial yields continued to move
slightly out in H1 2023 to c. 6.25%. Q2 2023 London office
investment volumes were 38% below Q1, dipping to only GBP1.44bn,
despite Q1's strong performance at GBP2.3bn.
The industrial investment market showed an inverse trend,
registering a much stronger Q2 2023 at GBP2.1bn, following a weaker
start to the year. Half year volumes more closely reflected
pre-pandemic volumes however, at only 54% of 2022's bumper H1.
Demand was focused on the regions, with 50% of Q2 investment in the
North West, driven by heavyweight Blackstone's acquisition of two
of the region's best-known industrial estates for c. GBP480m. Prime
industrial yields stood at c. 5.0%, far from their peak however
still tight.
Within the retail market, shopping centres continued to
struggle, with retail parks and food stores anchoring the market.
Food stores have been one of the most resilient sectors over the
last 12 months, with prime yields stabilising at 5.00%. H1
transactions were also inflated by a number of supermarket
portfolios, including the Sainsbury's Reversion Portfolio trading
twice in the period (GBP427m combined).
A lack of transactional evidence in the hotel market has also
led to uncertainty about yields, with the H1 total of GBP1.3bn the
lowest since 2012. Three quarters of all sales were in the regions,
69% of hotels transacting had less than 100 keys and 80% were
sub-GBP25m lot sizes. Those assets that are trading appear to be
modest in scale.
Finance Markets
Net UK bank lending to commercial property has been positive for
five consecutive months since March, although there has been a fall
back of development financing this year. This positive position,
contrasted with dropping investment volumes, signals borrowers and
lenders have been working through a backlog of refinancings. The
proportion of total bank debt secured on commercial property
remained stable at 7.1%.
Lower LTVs persist for new lending and, together with market
wide valuation adjustments, have left a significant debt funding
gap for sponsors, i.e. the difference between historic or in-place
debt levels and those available in the market today. This is
estimated at GBP16.3bn for the UK between now and 2026.
Furthermore, in the next four and half years, around 80% of
outstanding commercial real estate debt is due for repayment.
The industry is still grappling with the cost of debt
outstripping valuation yields in many sectors, with the result that
interest coverage levels are low, and, in many cases, debt is no
longer accretive to returns. Lenders do have appetite to lend
however this is at increasingly conservative levels and often
higher credit margins than borrowers may be used to. We are also
aware that many lenders have limited or no appetite for retail and
office properties.
Portfolio Outlook
The data clearly suggests that property market conditions will
remain difficult for sellers for the immediate future with some
relief expected in 2024 as core inflation and interest rates are
forecast to begin to fall, and economic growth begins to
return.
Through the appointment of receivers and administrators, the
Investment Manager and the Company are now better placed to control
the repayment of the Affinity and Southport loans via marketing and
ultimate sale of the underlying properties but will continue to
work with the respective property managers and operators in the
meantime to maximise performance, and protection and enhancement of
income.
Whilst the companies operating the residential parks securing
the RoyaleLife loan are also in administration, the operations are
more complex and the Company will continue to work with its
co-lenders, the administrator and their advisors first to stabilise
operations and protect value, and secondly to secure an exit that
will enable the Company to wind-up.
As discussed in this report, all potential routes to exit are
being explored and progressed, however the complex nature of the
business and niche sector in which it operates may present
additional challenges to realising full value in the near term.
There are likely to be difficult decisions required as the
Company balances the level of recovery with the speed of
realisation and cost of running the Company through to its ultimate
liquidation.
ICG Real Estate
2 October 2023
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
2 October 2023
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 2023.
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 2023
1 February 2023 to 1 February 2022 to 1 February 2022 to
31 July 2023 31 July 2022 31 January 2023
GBP GBP GBP
Notes (Unaudited) (Unaudited) (Audited)
----------------------------------------------- ------ ------------------- ------------------- -------------------
Income
Income from loans 1,060,573 3,611,439 7,136,574
Other fee income from loans - - 133,051
Income from cash and cash equivalents 29,280 - 2,864
Total income 1,089,853 3,611,439 7,272,489
----------------------------------------------- ------ ------------------- ------------------- -------------------
Expenses
Investment Management fees 9 369,261 519,039 761,047
Other expenses 10 310,566 280,736 451,438
Directors' remuneration 9 80,000 80,000 160,000
Finance costs - - -
ECL provision on financial assets 4 15,039,979 - 3,940,181
Total expenses 15,799,806 879,775 5,312,666
----------------------------------------------- ------ ------------------- ------------------- -------------------
(Loss)/Profit for the period/year before tax (14,709,953) 2,731,664 1,959,823
----------------------------------------------- ------ ------------------- ------------------- -------------------
Taxation charge - - -
(Loss)/Profit for the period/year after tax (14,709,953) 2,731,664 1,959,823
----------------------------------------------- ------ ------------------- ------------------- -------------------
Total comprehensive (expense)/income for the
period/year (14,709,953) 2,731,664 1,959,823
----------------------------------------------- ------ ------------------- ------------------- -------------------
Basic and diluted (Loss)/Earnings per Share
(pence) 5 (12.13) 2.25 1.62
----------------------------------------------- ------ ------------------- ------------------- -------------------
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 2023
31 July 2023 31 January 2023 31 July 2022
GBP GBP GBP
Notes ( Unaudited ) ( Audited ) (Unaudited)
-------------------------------------- ------ -------------- -------------------------------------- --------------
Assets
Loans advanced at amortised cost 4 44,612,344 68,963,675 77,976,950
Cash and cash equivalents 11,348,746 43,435 3,068,145
Trade and other receivables 13,193 9,209,494 529,620
-------------------------------------- ------ -------------- -------------------------------------- --------------
Total assets 55,974,283 78,216,604 81,574,715
-------------------------------------- ------ -------------- -------------------------------------- --------------
Liabilities
Trade and other payables 607,452 861,653 1,021,864
-------------------------------------- ------ -------------- -------------------------------------- --------------
Total liabilities 607,452 861,653 1,021,864
-------------------------------------- ------ -------------- -------------------------------------- --------------
Net assets 55,366,831 77,354,951 80,552,851
-------------------------------------- ------ -------------- -------------------------------------- --------------
Equity
Share capital 6 73,626,766 80,298,419 80,298,422
Retained (loss)/earnings (18,259,935) (2,943,468) 254,429
-------------------------------------- ------ -------------- -------------------------------------- --------------
Total equity attributable to the
owners of the Company 55,366,831 77,354,951 80,552,851
-------------------------------------- ------ -------------- -------------------------------------- --------------
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 45.64 63.77 66.41
-------------------------------------- ------ -------------- -------------------------------------- --------------
The Interim Financial Statements were approved by the Board of
Directors on 2 October 2023 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 2023
Number Ordinary Share B Share Retained
Notes of shares capital capital (loss) Total
GBP GBP GBP GBP
(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
=========== ====== =================================== ==================== ========================== ======================= ====================
For the SIX-MONTH period to 31 July 2022
Number Ordinary Share B Share Retained
Notes of shares capital capital earnings Total
GBP GBP GBP GBP
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
As at 1
February
2022 121,302,779 87,576,589 - 191,426 87,768,015
Profit for
the year - - - 2,731,664 2,731,664
Dividends
paid 7 - - - (2,668,661) (2,668,661)
B Shares
issued
May 2022 6 121,302,779 (7,278,167) 7,278,167 - -
B Shares
redeemed
&
cancelled
May 2022 6 (121,302,779) - (7,278,167) - (7,278,167)
As at 31
July 2022 121,302,779 80,298,422 - 254,429 80,552,851
=========== ====== ======================= ==================== ========================== ================== ====================
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 2023
1 February 2023 to 1 February 2022 to 1 February 2022 to
31 July 2023 31 July 2022 31 January 2023
GBP GBP GBP
Notes (Unaudited) (Unaudited) (Audited)
----------------------------------------------- ------ ------------------- ------------------- -------------------
Cash flows generated from operating activities
(Loss)/Profit for the period/year (14,709,953) 2,731,664 1,959,823
Adjustments for non-cash items and working
capital movements:
Movement in other receivables 30,242 (27,135) 459,050
Movement in other payables and accrued
expenses (254,201) 228,641 68,430
Loan amortisation 14,875,644 (513,291) 1,193,484
----------------------------------------------- ------
(58,268) 2,419,879 3,680,787
Loans advanced, less arrangement fees (8,400) (162,434) (487,610)
Arrangement fees received - - 64,740
Loans repaid at par 4 9,484,087 5,956,304 13,523,240
------
Net loans repaid less arrangement fees 9,475,687 5,793,870 13,100,370
----------------------------------------------- ------ ------------------- ------------------- -------------------
Net cash generated from operating activities 9,417,419 8,213,749 16,781,157
----------------------------------------------- ------ ------------------- ------------------- -------------------
Cash flows used in financing activities
Dividends paid 7 (606,514) (2,668,661) (5,094,717)
Return of Capital paid 6 (6,671,653) (7,278,167) (7,278,170)
-------------------
Net cash used in financing activities (7,278,167) (9,946,828) (12,372,887)
----------------------------------------------- ------ ------------------- ------------------- -------------------
Net movement in cash and cash equivalents 2,139,252 (1,733,079) 4,408,270
Cash and cash equivalents at the start of the
period/year 9,209,494 4,801,224 4,801,224
Cash and cash equivalents at the end of the
period/year 11,348,746 3,068,145 9,209,494
----------------------------------------------- ------ ------------------- ------------------- -------------------
The accompanying notes form an integral part of these Interim
Financial Statements.
Notes to the Unaudited Condensed Interim Financial
Statements
For the six-month period to 31 July 2023
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 2023.
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 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 2023, 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 2023.
There were no new standards or interpretations effective for the
first time for periods beginning on or after 1 January 2023 that
had a significant effect on the Company's financial statements.
Furthermore, none of the amendments to standards that are effective
from 1 January 2023, 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 the investments will be realised over time
and the Directors expect that some investments will be held past
the formal maturity date of the last loan, currently due for
repayment by the end of 2023. The Company may take actions with the
consequence of accelerating or delaying repayment in order to
optimise shareholder's returns in the context of the Company's size
and position at that time.
Whilst the Directors are satisfied that the Company has adequate
resources to continue in operation throughout the remaining
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 investment in the orderly wind
down of the Company. In accordance with the Company's IFRS 9 Policy
there has been a change in the carrying value of some investments
following the increase of the lifetime ECL allowances on the stage
three loans, as detailed in 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 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. Realisable value is an
estimate informed by third party valuations, but also taking into
consideration property market liquidity, availability of debt
funding and the timeframes in which the Company is seeking to
return capital to its shareholders.
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 either past due or have a residual contractual
maturity of less than one year.
In the case of past due loans, the Investment Manager and the
Board will also take into consideration the likely repayment term
of such loans and of actions taken 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.
The sustained rise in UK interest rates, up four percentage
points in a little over a year, has dramatically reduced liquidity
in property and finance markets as well as affecting asset prices
in many property sectors. As a result, the number of UK commercial
property transactions in the first half of 2023 was over 50% lower
than the same period in the prior year, and 37% below the 10-year
average. Hotel sales in the first half were at their lowest levels
for over a decade. More recently, the data has trended weaker:
Colliers International reports that investment transactions in July
were less than GBP1bn, the lowest level since 2008.
Against this backdrop the Investment Manager and Board agree
that, other than the Northlands loan, 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.
Critical accounting estimates
The measurement of both the initial and ongoing ECL allowance
for loan receivables measured at amortised cost is an area that
requires the use of significant assumptions about credit behaviour
such as the ability of borrowers to refinance; the likelihood of
them defaulting; the realisable value of the secured properties;
and the resulting losses. In assessing the probability of default
and ECL, the Board has taken note of the experience and loss
history of the Investment Manager which may not be indicative of
future losses in changing market conditions. The default
probabilities are based on a number of factors including rental
income trends, interest cover and LTV headroom and sectoral trends
which the Investment Manager believes to be a good predictor of the
probability of default, in accordance with recent market studies of
European commercial real estate loans.
In line with the Company's investment strategy at the time, all
loans benefited from significant LTV headroom at origination, with
business plans designed to deliver further value increases over
time. This combined with tight covenants had enabled the Investment
Manager to manage risk over the term of the loans. Following the
change in Investment Strategy to one of orderly wind down, the
Investment Manager and the Board have placed greater emphasis on
the source and delivery of repayment over the residual term of each
loan when assessing valuation of the Company's loans and the risk
of capital loss.
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. 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.
Since the Russian invasion of Ukraine in February 2022, UK
inflation has been rising, and UK monetary policy has tightened.
Inflation and therefore interest rate expectations have remained
high driven by rising fuel and food costs and, more recently, wage
settlements. These factors have combined to make the UK's economic
outlook less certain, with GDP growth of less than 1% per annum
forecast for the next two years.
As such, investor confidence in the UK commercial property
markets is low as reflected by market transaction volumes discussed
above. Higher inflation and interest rates are also now beginning
to impact consumer spending patterns and filter through to house
prices.
All of the Company's Stage 3 assets were either past due or
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 as and when it is
received. 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 loan is also a Stage 3 asset, however the
property remains well occupied and the Directors expect interest
will continue to be paid in full and such receipts will be
recognised as and when received.
Following the period end, the remaining companies within the
RoyaleLife loan's security structure were placed into
administration, and a partial restructure of the investment has
taken place. These actions have been taken together with the
Company's co-lenders in order to preserve the value of the
underlying property security, to stabilise operations and to
protect corporate cashflows. The property securing the Affinity
loan was placed into receivership following the period end and is
now being remarketed for sale. The properties and companies
securing the Southport Hotel loan were placed into administration
in September 2022.
4. Loans advanced
(i) Loans advanced
1 February 2023 to 31 July 2023 1 February 2022 to 31 January 2023
GBP GBP
Loans Advanced: 65,932,533 72,903,856
Less: Expected Credit Losses (21,320,189) ( 3,940,181 )
44,612,344 68,963,675
================================ ===================================
31 July 2023 31 July 2023 31 January 2023 31 January 2023
Fair value (at amortised Fair value (at amortised
Principal advanced cost) Principal advanced cost)
GBP GBP GBP GBP
Northlands 85,389 517,935 9,561,076 9,829,286
Affinity 17,299,963 17,667,277 17,299,963 17,774,436
Southport 15,200,000 16,799,773 15,200,000 15,988,651
RoyaleLife 25,382,017 30,947,548 25,382,017 29,311,483
57,967,369 65,932,533 67,443,056 72,903,856
------------------- ------------------------------ ------------------- ------------------------------
(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.
Amortised cost is calculated using the effective interest rate
method which takes into account all contractual terms (including
arrangement and exit fees) that are an integral part of the loan
agreement. As these fees are taken into account when determining
initial net carrying value, their recognition in profit or loss is
effectively spread over the life of the loan.
As loans have fallen past due and enforcement actions have been
taken, the Directors have reassessed the likelihood and timing of
receipt of such exit fees 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.
Other than the Northlands loan, the remaining Investments are
considered to be Stage 3 assets and were at period end, or are now,
subject to enforcement action. Accordingly, the carrying value of
each loan has been reviewed and further provisions for expected
credit loss raised. 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 property valuation, 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.
(iii) IFRS 9 - Impairment of Financial Assets
As discussed above, during 2023 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 2023 has
been reviewed. One loan was identified as a Stage 3 asset at 31
January 2023, and the loan has remained a Stage 3 asset, with an
ECL provision of GBP7,418,760 (31 January 2023: GBP2,288,651). Of
the two loans that were identified as Stage 2 assets at 31 January
2023, RoyaleLife is now identified as a Stage 3 asset, with an ECL
provision of GBP12,224,576 (31 January 2023: GBP1,638,828).
Affinity is also now identified as a Stage 3 asset, with an ECL
provision of GBP1,676,853 (31 January 2023: GBP12,702).
As at 31 July 2023
Stage 1 Stage 2 Stage 3 Total
Principal advanced 85,389 - 57,881,980 57,967,369
-------- -------- ------------- -------------
Gross carrying
value 517,935 - 65,414,598 65,932,533
Less ECL allowance - - (21,320,189) (21,320,189)
-------- -------- ------------- -------------
517,935 - 44,094,409 44,612,344
-------- -------- ------------- -------------
As at 31 January 2023
Stage 1 Stage 2 Stage 3 Total
Principal advanced 9,561,076 42,681,981 15,200,000 67,443,056
------------------------- ------------ ------------ ------------
Gross carrying
value 9,829,286 47,085,919 15,988,651 72,903,856
Less ECL allowance - (1,651,530) (2,288,651) (3,940,181)
------------------------- ------------ ------------ ------------
9,829,286 45,434,389 13,700,000 68,963,675
------------------------- ------------ ------------ ------------
The Northlands loan has been largely repaid through the sale of
newly built residential properties and the break-up of the
commercial portfolio on which it is secured. As at 31 July 2023,
the outstanding loan balance was GBP85,737 with a further
GBP432,198 of accrued interest and exit fees outstanding. Two
further property sales have completed since period end with
proceeds applied against interest, and the loan is expected to be
fully repaid from a series of further property sales which are
currently under offer. As a result, the look-through LTV is below
10% and the loan is expected to repay in full.
The Southport hotel was placed into administration in September
2022, following a failed marketing and refinancing exercise by the
sponsor. The hotel has continued to trade throughout this period
and, following a refreshed marketing process, was placed under
conditional offer in the first quarter of 2023. The purchaser has
not been able to satisfy themselves that all conditions could be
met in a reasonable timeframe and, despite significant diligence
costs, withdrew from the process following period end. The property
was last valued in late March 2023 at GBP12.5 million. The hotel
has been brought back to the market and new bids are being
solicited. The Company has provided a working capital facility to
the administrator. Whilst trading has been profitable, it is
insufficient to meet administrative and advisor costs and no
interest payments are expected. Based on an expected remarketing
period, sales and administration costs and the likelihood of
achieving valuation in the current market environment, a further
ECL of GBP5,130,109 has been recognised in the period.
Occupational demand for the Affinity office property has
remained strong, with discussion underway in respect of the only
remaining vacant space. Interest at 10.5% has been paid in full and
further default interest is being accrued. The borrower engaged an
agent to sell the property in February 2023 but, despite a number
of inspections, no formal offer has been forthcoming. After a
period of forbearance, the Company appointed a receiver over the
property in September 2023 who has re-engaged with the sales agent
to re-launch the property. The property was last valued in April
2023 at GBP20.15 million representing an LTV of 85.8%. The regional
office market remains difficult as investors contemplate the
ongoing occupational demand, with changing working practices
following the Covid-19 pandemic. The Investment Manager and Board
have adopted a probability-based approach to achieving full
valuation and discounts thereto, whilst taking into account the
full costs of receivership and eventual sale. As a result, the
Company has made a provision for ECL of GBP1,676,853 against the
carrying value of the loan.
As disclosed in the Financial Statements as at 31 January 2023
and subsequent RNS announcements, the sponsor group behind the
RoyaleLife loan was undergoing severe liquidity issues as a result
of a slowdown in sales during, and following, the Covid-19
pandemic. Whilst sales resumed, the borrower was circa 2 years
behind its original business plan, and no longer able to fully
support its operations. As a result, and following a winding up
petition issued by a third party creditor against some entities
within the structure, the Company, acting together with its
co-lenders, appointed an administrator over three group companies
in May 2023, and over the remainder of the borrower structure in
August 2023.
The Investment Manager on behalf of the lenders continues to
work with the administrator and advisors to stabilise the park
operations and has recently completed a partial restructure in
order to bring in a new operator and preserve value in the
underlying property security.
The Investment Manager is in discussion with a number of parties
who have expressed an interest in acquiring the borrower group and
these discussions are continuing. The property valuations have been
updated since period end and following the appointment of the
administrator. Based upon this, the Company's current exposure is
at 95.6% LTV, an increase from 72.4% as at January 2023. As
previously reported, the borrower group is not expected to service
interest in the near term and, at the lower valuation, exit fees in
excess of GBP4 million are no longer likely to be received. In
valuing the investment, the Investment Manager and Board have
considered a number of scenarios based on discussions in hand and a
full workout and have discounted the projected cashflow in each
scenario to the reporting date. As a result, the Board has
increased the ECL from GBP1,638,828 to GBP12,224,576, which
includes a provision for impairment against exit fees previously
recognised under the amortised cost accounting policy, as well as
the accrued default interest.
A reconciliation of the ECL allowance is presented as
follows:
Expected Credit
Loss Allowances
Movement in ECL
At 31 January Allowance during
2023 period At 31 July 2023
------------ ----------------- ------------------ ----------------
GBP GBP GBP
------------ ----------------- ------------------ ----------------
Affinity (12,702) (1,664,151) (1,676,853)
Southport (2,288,651) (5,130,109) (7,418,760)
RoyaleLife (1,638,828) (10,585,748) (12,224,576)
(3,940,181) (17,380,008) (21,320,189)
------------ ----------------- ------------------ ----------------
(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
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.
Other than the Northlands loan, the remaining loans are subject
to enforcement processes, which may be an additional factor in the
liquidity of and buyer pools for the subject assets. Following the
additional provision for ECL, all three of those loans are held at
100% LTV. 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 of retirement living.
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 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 2023
31 July 2023 31 July 2022
-------------- -------------
One grade deterioration GBP3,685,000 GBP236,000
in credit rating
--------------
Two grade deterioration GBP8,124,000 GBP857,000
in credit rating
--------------
Three grade deterioration GBP12,562,000 GBP3,023,000
in credit rating
--------------
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.
5. Earnings per share and Net Asset Value per share
(Loss)/Earnings per share
1 February 2023 1 February 2022
to 31 July 2023 to 31 July 2022
(Loss)/Profit for the period after tax (GBP) (14,709,953) 2,731, 664
Weighted average number of ordinary shares in issue 121,302,779 121,302,779
---------------- ----------------
Basic and diluted (Loss)/EPS (pence) (12.13) 2.25
The calculation of basic and diluted (Loss)/Earnings per share
is based on the (loss)/profit 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 2023 (31 January 2023:
GBPNil).
Net Asset Value per share
31 July 2023 31 January 2023
NAV (GBP) 55,366,831 77,354,951
Number of ordinary shares in issue 121,302,779 121,302,779
------------- ----------------
NAV per share (pence) 45.64 63.77
============= ================
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.
After the period end and following the substantial repayment at
par of the Northlands loan, a further return of capital of GBP9.0
million or 7.40 pence per ordinary share to shareholders was made
on 1 September 2023.
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 2023 31 January 2023
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 May 2022 - 121,302,779
B Shares redeemed and cancelled May 2022 - (121,302,779)
B Shares issued February 2023 121,302,779 -
B Shares redeemed and cancelled February 2023 (121,302,779) -
-----------------------------------------------
B shares - -
----------------------------------------------- --------------- ---------------
GBP GBP
Share capital brought forward 80,298,419 87,576,589
Repaid in the period/year (6,671,653) (7,278,170)
Share capital carried forward 73,626,766 80,298,419
=============== ===============
Return of Capital
Return of Capital is recognised by the Company in the quarterly
NAV calculation following the declaration date.
The Directors announced one return during the period ended 31
July 2023 and have returned an amount of 5.50 pence per Ordinary
Share to shareholders, being GBP6,671,653 in total based on the
current number of ordinary shares in issue. This return of capital
was ef fec ted by way of an issue of redeemable B Shares to
existing shareholders pro rata to their shareholding on the record
date set out below and the subsequent redemption of those B
Shares.
Return of Capital per share Total Return of Capital
1 February 2023 to 31 July 2023 Pence GBP
Return of Capital February 2023 5.50 6,671,653
5.50 6,671,653
============================ =========================
After period end, a further GBP9.00 million of shareholder
capital was returned, equating to 7.40 pence per ordinary
share.
7. Dividends
Dividends are recognised by the Company in the quarterly NAV
calculation following the declaration date. A summary of the
dividends declared and/or paid during the period/year ended 31 July
2023 and 31 January 2023 is set out below:
Dividend per share Total dividend
1 February 2023 to 31 July 2023 Pence GBP
Interim dividend in respect of quarter ended 31 January 2023 0.50 606,514
Interim dividend in respect of quarter ended 30 April 2023 - -
0.50 606,514
=================== ===============
Dividend per share Total dividend
1 February 2022 to 31 January 2023 Pence GBP
Interim dividend in respect of quarter ended 31 January 2022 1.10 1,334,331
Interim dividend in respect of quarter ended 30 April 2022 1.10 1,334,331
Interim dividend in respect of quarter ended 31 July 2022 1.00 1,213,028
Interim dividend in respect of quarter ended 31 October 2022 1.00 1,213,027
4.20 5,094,717
=================== ===============
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.
As three of the remaining investments have significant ECL
provisions, there is projected to be a significantly reduced level
of operating cashflow.
The Company has a predictable cost base and the ability to hold
back capital from the imminent (contracted) and prospective future
repayments to meet costs and preserve working capital over the
medium to long-term. 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. The company had one issue of
redeemable B shares which were redeemed throughout the period ended
31 July 2023 on a Return of Capital payment to shareholders of the
redeemable B shares. 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 in the Annual Report and Financial
Statements for the year ended 31 January 2023 in addition to the
principal risks as set out above 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 GBP80,000
(31 July 2022: GBP80,000) with outstanding fees at 31 July 2023 of
GBP31,250 due to the Directors (31 January 2023: GBP31,250).
Investment Manager
Investment management fees for the period amounted to GBP369,261
(31 July 2022: Investment management/advisory fees GBP519,039) of
which GBP233,198 was outstanding at the period/year end (31 January
2023: GBP 517,343 ).
10. Other expenses
The other expenses shown in the Statement of Comprehensive
Income are made up as shown below.
1 February 2023 to 1 February 2022 to 1 February 2022 to
31 July 2023 31 July 2022 31 January 2023
GBP GBP GBP
(Unaudited) (Unaudited) (Audited)
------------------- ------------------- -------------------
Broker fees 25,825 - 25,550
Administration fees 107,307 125,843 155,832
Regulatory fees 8,246 10,947 21,415
Listing fees 5,175 8,248 15,239
Legal & professional fees 73,148 44,832 71,296
Audit fees 40,438 23,161 42,353
Other expenses 50,427 67,705 119,753
Total expenses 310,566 280,736 451,438
------------------- ------------------- -------------------
11. Subsequent events
After period end and following the substantial repayment of the
Northlands loan, a further return of capital of GBP9.0 million or
7.40 pence per ordinary share to shareholders was made on 1
September 2023.
In September 2023 the Company appointed a receiver over the
asset securing the Affinity loan, in order to seek to accelerate
ultimate repayment of that investment.
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 "EUR" 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;
"Interest Cover Rati o " or "ICR" means the debt/profitability
ratio used to determine how easily a company can pay interest on
outstanding debt;
"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;
"ONS" means Office for National Statistics;
"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
"GBP" or "Pounds Sterling" means British pound sterling and "p"
or "pence" means British pence.
directors and general information
Board of Directors Independent Auditor English Solicitors
Jack Perry (Chair) Stuart Deloitte LLP to the Company
Beevor PO Box 137 Gowlings WLG (UK) LLP
Paul Meader Regency Court 4 More London Riverside
Fiona Le Poidevin Glategny Esplanade London
St. Peter Port United Kingdom
Audit and Risk Committee Guernsey SE1 2AU
Fiona Le Poidevin (Chair) GY1 3HW
Stuart Beevor CMS Law
Paul Meader Guernsey Administrator Cannon Place
and Company Secretary 78 Cannon Street
Management Engagement Ocorian Administration London
Committee (Guernsey) Limited United Kingdom
Jack Perry (Chair) P.O. Box 286 EC4N 6AF
Paul Meader Floor 2
Fiona Le Poidevin Trafalgar Court Guernsey Advocates
Stuart Beevor Les Banques to the Company
St Peter Port Carey Olsen
Nomination Committee Guernsey Carey House
Jack Perry (Chair) GY1 4LY PO Box 98
Stuart Beevor Les Banques
Paul Meader Depositary St Peter Port
Fiona Le Poidevin Ocorian Depositary (UK) Guernsey
Limited GY1 4BZ
Remuneration Committee 5(th) Floor
Paul Meader (Chair) 20 Fenchurch Street Bankers
Jack Perry London Butterfield Bank (Guernsey)
Stuart Beevor England Limited
Fiona Le Poidevin EC3M 3BY PO Box 25
Regency Court
Investment Manager Registrar Glategny Esplanade
ICG Alternative Investment Link Asset Services St Peter Port
Limited (Guernsey) Limited Guernsey
Procession House Mont Crevelt House GY1 3AP
55 Ludgate Hill Bulwer Avenue
London St Sampsons Barclays Bank plc
United Kingdom Guernsey 6-8 High Street
EC4M 7JW GY2 4LH St Peter Port
Guernsey
Registered office Corporate Broker and GY1 3BE
Floor 2 Financial Adviser
Trafalgar Court Cavendish Securities Lloyds Bank International
Les Banques plc (formerly Cenkos Limited
St Peter Port Securities plc) PO Box 136
Guernsey 6-8 Tokenhouse Yard Sarnia House
GY1 4LY London Le Truchot
United Kingdom St Peter Port
EC2R 7AS Guernsey
GY1 4EN
Identifiers
GIIN: 6IG8VS.99999.SL.831 The Royal Bank of Scotland
ISIN: GG00B8C23S81 International Limited
Sedol: B8C23S8 Royal Bank Place
Ticker: LBOW 1 Glategny Esplanade
Website: www.lbow.co.uk 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
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