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Half-year Report

26th Aug 2016 07:00

RNS Number : 1877I
P2P Global Investments PLC
26 August 2016
 

P2P GLOBAL INVESTMENTS PLC

 

INTERIM REPORT AND UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2016 TO 30 JUNE 2016

 

26 August 2016 - P2P Global Investments plc (the "Company') today announces its unaudited interim financial results for the period ended 30 June 2016.

 

Copies of the interim report can be obtained from the following website:

 

www.P2PGI.com

 

 

FINANCIAL AND OPERATIONAL HIGHLIGHTS

 

 

Ordinary shares

30 June

2016

£

Ordinary shares

30 June

2015

£

C shares

30 June

2015

£

Ordinary shares

31 December

2015

£

C shares

31 December

2015

£

 

 

 

 

 

 

Total Net Assets

870,667,339

220,976,938

248,658,681

473,754,605

399,458,266

Net Asset Value per share

1,011.59p

1,004.44p

994.63p

1,013.27p

998.65p

Share price

850p

1,063p

1,050p

1,007p

978p

Premium/ (Discount) to Net Asset Value

(15.97%)

5.83%

5.57%

(0.62%)

(2.07%)

Total shareholder return (based on share price)

(15.00%)

6.30%

5.00%

0.70%

(2.20%)

Net Asset Value Return (ITD)*

11.62%

6.13%

1.36%

6.56%

0.99%

Dividends declared per share (in the period)

25.2p

39.5p

8.5p

58.0p

0.0p

New shares issued (in the period)

-

1,999,999

25,000,000

26,754,919

40,000,000

Shares bought back (in the period)

237,205

-

-

-

-

 

*ITD: Inception to date - Excludes issue costs

 

CHAIRMAN'S STATEMENT

 

Dear Shareholder, 

 

I am pleased to present the Interim Financial Report of the Company for the period from 1 January 2016 to 30 June 2016. The first half of 2016 was an eventful period for global markets characterised by increased uncertainty, especially surrounding the UK-EU referendum which had some impact on the Company. Sharp sell-offs in equity indices were witnessed as markets priced in Brexit both before and after the referendum, with investors selling UK homebuilders and financials more aggressively. During this period, the discount in the Company's share price to NAV has widened. The Board is conscious of this and keeps the discount under regular review. During Q2 2016 the Company bought back 237,205 shares at an average price of 826.6p, creating an uplift of 0.5p per share for shareholders.

 

In addition to general market turmoil, the US marketplace lending industry was the subject of some negative news, with the departure of Renaud Laplanche, CEO of the largest marketplace lender in the world, Lending Club. Short term concerns over data integrity and the availability of lending capital for marketplace lenders following that event had a negative impact on both Lending Club and OnDeck's (the two publicly listed US marketplace lenders) share prices. Marketplace lending is an industry which is still, relatively speaking, in its infancy. Temporary setbacks will occur, but the medium and long term potential remains very compelling being transformative for society, lenders and borrowers alike.

 

The Company paid a total dividend of 25.2p per ordinary share during the period and delivered a NAV return of 2.37%. The Board recognises that investment returns in the first half of 2016 were below the required run rate to achieve the Company's target dividend return of 6-8% on NAV for the full year. However, the Board currently expects to achieve the target dividend yield run rate as market conditions normalise and the portfolio reaches its full deployment. More than ever before, yield opportunities are sparse in financial markets; nevertheless the Company looks forward to delivering incremental returns to its shareholders as it achieves its target gearing during 2016.

 

During the period, I was delighted to welcome Mahnaz Safa to the Board as an independent non-executive director. Mahnaz has more than 20 years' experience in finance and is a strong advocate of financial technology innovation. I know she will bring a powerful mix of knowledge and experience to the Board.

 

SIGNIFICANT POST BALANCE SHEET EVENTS

In July 2016, the Investment Manager, with the approval of the Company's Directors, continued to buy back shares in the open market. The Company bought back an additional 343,769 shares at an average price of 828.8p, creating an uplift of 0.7p per share for shareholders.

OUTLOOK

The underlying credit performance of the portfolio has been stable and remains within expectations, although there are some variations platform by platform. The majority of the Company's exposure is in prime consumer loans, the performance of which is linked to the general macroeconomic conditions. With a favourable employment market, increased house prices over the past five years, and improved consumer affordability, consumers' creditworthiness in our markets remains strong. The pace of growth has declined on several platforms as some lenders have chosen to cut back on new investments. Marketplace lenders also face heightened regulatory scrutiny on both sides of the Atlantic. Whilst some platforms may struggle with increased regulatory requirements, the more established players are expected to benefit as a result of additional requirements from regulators which strengthen their business practices. The permanence of the Company's capital confers a strong strategic advantage during times of temporary market dislocation, such as we have been seeing. When funders are withdrawing in part or in whole from the market, your Company has the ability to point to its reliable capital base as a differentiated strength as a partner for platforms. The powerful proposition of low cost non-bank lending will continue to accelerate demand for loans from high quality borrowers creating new markets and growth avenues. The Board continues to believe that the Company will maintain its position at the forefront of the growing online lending industry, and return a dividend yield within its projected range over the next 12 months.

 

Stuart Cruickshank

Chairman

25 August 2016

 

INVESTMENT MANAGER'S REPORT

 

SUMMARY AND HIGHLIGHTS FOR THE PERIOD

 

The Financial and Business highlights of the Company for the first six months of 2016 are as follows:

 

· January 2016: announces 0.41% NAV return on the ordinary shares and 0.48% on the C shares. Also increases its equity stake in four platforms that it previously held investments in.

 

· February 2016: announces 0.38% NAV return on the ordinary shares and 0.23% on the C shares. Additionally, announces over 90% of the net proceeds of the C share issue will shortly have been invested.

 

· March 2016: announces 0.48% NAV return on the ordinary shares. Fully invests the proceeds of its C share issue and passes a resolution to convert C shares into ordinary shares.

 

· April 2016: announces 0.43% NAV return on the ordinary shares. Additionally, announces a dividend of 11.5p per ordinary share for the three month period to 31 March 2016.

 

· May 2016: announces 0.48% NAV return on the ordinary shares. Additionally, has an equity mark up in one of its equity positions creating 0.18% uplift for shareholders.

 

· June 2016: announces 0.17% NAV return on the ordinary shares and continues to provide NAV growth for quarter 2 of 1.08% during extraordinary market conditions. At its AGM and GM on the 9 June 2016, all resolutions proposed are passed, including the approval to commence a share buyback programme. The Company buys back 237,205 shares at an average price of 826.6p, creating an uplift of 0.5p per share for shareholders. 

Performance and Dividend History

 

 

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Inception

to Date*

Total NAV Return

(ordinary share)

2014

-

-

-

-

-

0.16%

0.17%

0.22%

0.23%

0.48%

0.54%

0.50%

11.62%

2015

0.54%

0.59%

0.65%

0.41%

0.71%

0.77%

0.50%

0.49%

0.43%

0.56%

0.52%

0.20%

2016

0.41%

0.38%

0.48%

0.43%

0.48%

0.17%

-

-

-

-

-

-

Share Price

Performance**

(ordinary share)

2014

-

-

-

-

-

7.25%

0.37%

-0.19%

0.05%

-0.93%

1.41%

9.26%

-15.00%

2015

-0.93%

0.09%

-1.79%

-0.17%

-5.41%

-2.03%

2.07%

-5.99%

3.24%

-6.46%

1.52%

0.70%

2016

-6.85%

-7.57%

0.35%

6.03%

-5.69%

-2.30%

-

-

-

-

-

-

Dividend Per Share

(ordinary share)

2014

-

-

-

-

-

-

-

-

-

-

6.0

-

89.2p

2015

-

12.5

-

-

16.5

10.5+

-

-

-

-

18.5

-

2016

13.7++

-

-

11.5

-

-

-

-

-

-

-

-

 

* Inception to Date ("ITD") - Excludes issue costs

 

** Based on issue price of 1,000p

 

+ 9.5p per share was declared to the original C shareholders prior to conversion

 

++The July 2015 C share was 9.5p

PORTFOLIO COMPOSITION

 

The Company continued to diversify the portfolio across its geographies and asset classes and is currently reviewing further opportunities in new geographies. The priority continues to be spreading idiosyncratic risk as far as possible, with a view to creating stable returns within the Company's stated return target.

 

Portfolio Composition as at 30 June 2016

 

Asset Type

Allocation

 

 

US Consumer

46.16%

Cash and Money Market

20.37%

European Consumer

18.86%

European SME

4.01%

Equity

3.35%

European Real Estate

3.30%

US SME

1.82%

Australasia Consumer

1.56%

Bonds

0.57%

 

 

PORTFOLIO COMPOSITION FOR THE PERIOD JUNE 2015 TO JUNE 2016

 

http://www.rns-pdf.londonstockexchange.com/rns/1877I_-2016-8-25.pdf

 

MARKET UPDATE

 

The first half of 2016 proved to be a volatile period for capital markets characterised by increased uncertainty, especially surrounding the UK-EU referendum which had some impact on the Company.

 

With pollsters, market participants, analysts and bookmakers making mixed predictions about the outcome of the referendum, markets witnessed heightened volatility. After a drop in the probability of Brexit in the week before the referendum, sterling fell sharply when the result on 24 June surprised the markets. The GBPUSD spot rate reached an almost 30-year low in the first week of July as a result of the BoE's immediate indication of a rate cut as further stimulus to support the economy was announced. The days after the result saw a flight to quality which pushed the ever increasing stock of negative yielding bonds to a record level.

 

Sharp sell-offs in equity indices were witnessed as markets priced in Brexit both before and after the referendum, with investors selling UK homebuilders and financials more aggressively. However, the BoE announcements post-referendum helped the FTSE 100 recover and reach an 11-month high at the end of June, driven largely by companies that benefit from a weak sterling.

 

Market reaction may indicate that investors have focused their concerns on UK property prices, especially in securities with exposure to prime London property and property development assets. Banks have been impacted by fears around asset quality (a knock-on effect of lower property prices), the impact of lower rates on their net interest margin, and the general economic uncertainty post Brexit. Many UK banks are now trading at large discounts to their book value, and European banks are the worst performing sector across the market, with the key index down about 30% YTD. The long term impact of Brexit remains unclear but the ensuing uncertainty is likely to result in lower consumer confidence and a decline in business investments which in turn may have a negative impact on the growth of the UK economy. At the time of writing, there are some early indications of the effect that elevated levels of uncertainty might be having on consumer confidence and business investments. A GfK survey¹, conducted between 30 June and 5 July, showed that consumer confidence has fallen sharply and a Purchasing Managers' Index² combining flash estimates of services and manufacturing slumped to 47.7 in July, its lowest value since April 2009.

 

Credit markets saw significant decreases in credit spreads during the year, despite Brexit concerns. With the exception of some high yield names, UK corporate and ABS issuers, global bond indices have rallied significantly. The Bloomberg Global HY Index yield dropped below 7%, whilst the Bloomberg Global IG Index yield dropped to 2.2% from 2.8% at the beginning of the year. Both of those indices are at historically low yields, suggesting that even moderate income is difficult to attain without taking material credit or duration risk.

 

The US marketplace lending industry was the subject of some negative news, with the departure of Renaud Laplanche, CEO of the largest marketplace lender in the world, Lending Club. Following that event, short term concerns over data integrity and the availability of lending capital for marketplace lenders had a negative impact on both Lending Club's and OnDeck's (the two publicly listed marketplace lenders) share prices.

 

1http://www.gfk.com/en-gb/insights/press-release/uk-consumer-confidence-dives-post-brexit-1/

2https://www.markiteconomics.com/Survey/PressRelease.mvc/b68c3686a48c40198505b81e4e55cd81

 

 

EXCEPTIONAL FACTORS IMPACTING 2016 RETURNS

 

1. US Consumer platform interest rates

 

During the first half of 2016 both Lending Club and Prosper raised the average interest rates offered to their borrowers across the entire risk spectrum of loans, including the higher quality grades that are primarily owned by the Company. As a result the Company was impacted in two ways:

 

a) The Company suffered from an immediate non-cash, mark-to-model valuation reduction on existing Lending Club loans held by Eaglewood Income Fund I, in which the Company is invested. The impact of this valuation adjustment was - 18 bps of NAV in Q2, and barring any further rate changes at Lending Club, represents a one-off occurrence. The Investment Manager reiterates that this valuation adjustment does not reflect a deterioration in the credit performance of the existing book of loans, but rather reflects the change in the interest rate structure for new loans of similar credit quality.

 

b) Prospectively, the higher interest rates on newly originated loans at Lending Club and Prosper present an opportunity to earn additional yield for a given credit risk in future months; an outcome that the Investment Manager believes bodes well for future returns.

 

2. FX Hedging and Cash Management

 

The Company invests globally and typically seeks to hedge its non-sterling currency exposure. Heightened volatility in currencies that the Company has invested in impacts the cost of hedging, and may require higher cash balances than in normal circumstances. About 57% of NAV is composed of investments denominated in USD which witnessed large swings against sterling.

 

In the weeks leading to the UK-EU referendum, given the large foreign exchange portfolio hedging positions, the Investment Manager decided to hold a significant amount of cash on the Company's balance sheet to ensure that any margin calls could be comfortably met. This excess cash created a negative carry situation. However, the Investment Manager's prudence was justified as the surprise Brexit vote drove GBPUSD from 1.50 to 1.31, prompting a material margin call for the Company against its FX hedges that was met with the cash held aside for this purpose. As FX volatility has since reduced the Investment Manager has decreased the amount of cash on the balance sheet. It has also taken steps to further optimise its cash management process in an effort to reduce the excess cash drag whilst ensuring that the Company can maintain its hedges, and shield investors from material currency exposure in a highly volatile FX market. With effect from the June 2016 NAV, the Investment Manager has decided to waive the management fee on cash balances until such time that they return to less than 10% of NAV.

 

3. Share Buyback

 

During Q2 2016 the Company bought back 237,205 shares at an average price of 826.6p, creating an uplift of 0.5p per share for shareholders. The Investment Manager, with the approval of the Company's Directors, commenced the buyback programme after the UK-EU referendum in order to exploit the market dislocation during a period where the Company held excess cash. As per its published discount management policy, the Investment Manager may continue to utilise share buybacks as a tool to manage the share price discount to NAV during periods of market dislocation.

 

OUTLOOK

 

Despite recent difficult markets and headwinds created by the Brexit vote, the Investment Manager believes the asset classes the Company invests in offer attractive risk-adjusted returns relative to many fixed income instruments in the market. The Investment Manager has taken appropriate measures to try and ensure that the Company can generate returns in future quarters in line with its stated target dividend yield of 6-8%. Specifically the Investment Manager has:

 

a) shielded the Company's assets from material risks in currency swings;

 

b) positioned itself to take advantage of opportunities that have arisen from the shortage of capital for loan originators in the near future; and

 

c) explored and is working towards a number of new investment and financing opportunities that will enable it to improve its total income and further reduce its cost of financing.

 

 

The Investment Manager also sees four areas which should improve returns in the coming months:

 

1) reduced cash drag as currency markets stabilise and the need to hold cash for FX margin reduces;

 

2) increased leverage driven by improving availability, breadth and pricing of debt, thus reducing the marginal cost of leverage;

 

3) increased interest coupon on loans as key platforms raise rates across the US, plus one off income uplifts from incentive programmes from some platforms; and

 

4) cash management optimisation via investing a portion of the liquidity buffer in fixed income instruments.

 

The Investment Manager reiterates that the Company's portfolio returns, which consist of direct and indirect exposure to consumer loans, SME, real estate and corporate loans, are more likely to be correlated to macroeconomic trends such as consumer confidence, house prices, unemployment and funding rates, rather than short-term investor sentiment.

 

The Investment Manager is closely monitoring relevant macroeconomic indicators and may accordingly adjust the portfolio such that it is well diversified across risk segments, geographies and asset classes. Over the long term, the Investment Manager's objective is to build a geographically diversified portfolio. However, the Investment Manager may tactically allocate more funds to take advantage of attractive opportunities in the short term, which may result in over allocation to certain asset classes and jurisdictions.

 

 

RESPONSIBILITY STATEMENT OF THE DIRECTORS

For the Period from 1 January 2016 to 30 June 2016

 

The Directors, being the persons responsible, confirm that to the best of their knowledge:

 

a) the condensed set of Unaudited Consolidated Financial Statements contained within the half-yearly financial report have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as adopted by the European Union, as required by the Disclosure and Transparency Rule 4.2.4R, and gives a true and fair view of the assets, liabilities and financial position of the Group;

b) the Interim Management Report includes a fair review, as required by Disclosure and Transparency Rule 4.2.7 R, of important events that have occurred during the first six months of the financial year, their impact on the condensed set of Consolidated Financial Statements, and a description of the principal risks and perceived uncertainties for the remaining six months of the financial year; and

c) the Interim Management Report includes a fair review of the information concerning related parties transactions as required by Disclosure and Transparency Rule 4.2.8 R.

 

 

Signed on behalf of the Board of Directors by:

Stuart Cruickshank

Chairman

25 August 2016

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2016

 

 

Notes

(Unaudited)

30 June

2016

 

(Unaudited)

30 June

2015

 

(Audited)

31 December

2015

 

 

£

 

£

 

£

Non current assets

 

 

 

 

 

 

Investment assets designated as held at

fair value through profit or loss

3

618,408,980

 

302,571,903

 

587,047,140

Loans at amortised cost

 

384,539,012

 

148,565,952

 

311,114,121

 

 

1,002,947,992

 

451,137,855

 

898,161,261

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Derivative financial instruments

3

619,549

 

8,892,872

 

897,005

Cash and cash equivalents

 

90,909,841

 

41,423,543

 

45,639,509

Cash pledged as collateral

 

73,026,362

 

3,050,000

 

25,640,000

Amounts due from broker

 

-

 

87,909

 

-

Other current assets and prepaid expenses

 

5,749,675

 

1,135,271

 

2,403,839

 

 

170,305,427

 

54,589,595

 

74,580,353

 

 

 

 

 

 

 

Total assets

 

1,173,253,419

 

505,727,450

 

972,741,614

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Derivative financial instruments

3

46,509,295

 

-

 

11,470,531

Investment management fees payable

7

131,436

 

291,594

 

212,736

Performance fees payable

7

309,497

 

150,535

 

342,256

Accrued expenses and other liabilities

 

4,072,971

 

5,933,488

 

2,503,220

 

 

51,023,199

 

6,375,617

 

14,528,743

 

 

 

 

 

 

 

Total assets less current liabilities

 

1,122,230,220

 

499,351,833

 

958,212,871

 

 

 

 

 

 

 

Creditors: amount falling due after more

than one year

8

251,562,881

 

29,716,214

 

85,000,000

 

 

 

 

 

 

 

Total net assets

 

870,667,339

 

469,635,619

 

873,212,871

 

 

 

 

 

 

 

Equity attributable to Shareholders of

the Company

 

 

 

 

 

 

Called-up share capital

10

863,068

 

470,000

 

4,467,549

Share premium account

 

27,791,880

 

465,309,278

 

24,187,399

Capital reserves

 

2,824,754

 

1,725,127

 

1,479,199

Revenue reserve

 

8,521,543

 

2,131,214

 

10,430,809

Special distributable reserve

10

830,666,094

 

-

 

832,647,915

Total equity

 

870,667,339

 

469,635,619

 

873,212,871

 

 

 

 

 

 

 

Net Asset Value per ordinary share

9

1,011.59p

 

1004.44p

 

1,013.27p

Net Asset Value per C share*

9

-

 

994.63p

 

998.65p

 

*During the period there was full conversion of the C shares to ordinary shares.

 

 

See notes to the condensed consolidated financial statements

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 JANUARY 2016 to 30 JUNE 2016 (UNAUDITED)

 

 

Notes

Revenue

 

Capital

 

Total

 

 

£

 

£

 

£

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Net gains on investments

4

-

 

1,406,416

 

1,406,416

Foreign exchange loss

 

-

 

(51,771)

 

(51,771)

Income

4

34,141,488

 

-

 

34,141,488

Total return

 

34,141,488

 

1,354,645

 

35,496,133

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

Investment management fee

7

1,924,884

 

9,090

 

1,933,974

Performance fee

7

309,497

 

-

 

309,497

Administration fee

 

183,529

 

-

 

183,529

Impairment of loans

 

7,725,872

 

-

 

7,725,872

Other expenses

 

2,854,771

 

-

 

2,854,771

Total operating expenses

 

12,998,553

 

9,090

 

13,007,643

 

 

 

 

 

 

 

Net return on ordinary activities before finance costs and taxation

 

21,142,935

 

1,345,555

 

22,488,490

 

 

 

 

 

 

 

Finance costs

 

2,921,495

 

-

 

2,921,495

 

 

 

 

 

 

 

Net return on ordinary activities before taxation

 

18,221,440

 

1,345,555

 

19,566,995

 

 

 

 

 

 

 

Taxation on ordinary activities

 

-

 

-

 

-

 

 

 

 

 

 

 

Net return on ordinary activities after taxation

 

18,221,440

 

1,345,555

 

19,566,995

 

 

 

 

 

 

 

Return per ordinary share (basic and diluted)

 

21.11p

 

1.62p

 

22.73p

 

 

The total column of this statement represents the Company's Consolidated Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies ("AIC"). All items in the above statement derive from continuing operations.

 

See notes to the condensed consolidated financial statements

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 JANUARY 2015 to 30 JUNE 2015 (UNAUDITED)

 

 

Notes

Revenue

 

Capital

 

Total

 

 

£

 

£

 

£

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Net gains on investments

4

-

 

1,743,757

 

1,743,757

Foreign exchange loss

 

-

 

 (26,666)

 

 (26,666)

Income

4

12,844,036

 

-

 

12,844,036

Total return

 

12,844,036

 

1,717,091

 

14,561,127

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

Investment management fee

7

705,151

 

10,506

 

715,657

Performance fee

7

150,535

 

-

 

150,535

Administration fee

 

113,360

 

-

 

113,360

Impairment of loans

 

1,905,255

 

-

 

1,905,255

Other expenses

 

656,633

 

-

 

656,633

Total operating expenses

 

3,530,934

 

10,506

 

3,541,440

 

 

 

 

 

 

 

Net return on ordinary activities before finance costs and taxation

 

9,313,102

 

1,706,585

 

11,019,687

 

 

 

 

 

 

 

Finance costs

 

189,547

 

-

 

189,547

 

 

 

 

 

 

 

Net return on ordinary activities before taxation

 

9,123,555

 

1,706,585

 

10,830,140

 

 

 

 

 

 

 

Taxation on ordinary activities

 

-

 

-

 

-

 

 

 

 

 

 

 

Net return on ordinary activities after taxation

 

9,123,555

 

1,706,585

 

10,830,140

 

 

 

 

 

 

 

Return per ordinary share (basic and diluted)

 

29.01p

 

5.10p

 

34.11p

 

 

 

 

 

 

 

Return per C share (basic and diluted)

 

13.36p

 

(0.06)p

 

13.30p

 

The total column of this statement represents the Company's Consolidated Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies ("AIC"). All items in the above statement derive from continuing operations.

 

See notes to the condensed consolidated financial statements

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 JANUARY 2015 to 31 DECEMBER 2015 (AUDITED)

 

 

Notes

Revenue

 

Capital

 

Total

 

 

£

 

£

 

£

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Net gains on investments

4

-

 

1,491,938

 

1,491,938

Foreign exchange loss

 

-

 

(12,003)

 

(12,003)

Income

4

38,369,003

 

-

 

38,369,003

Total return

 

38,369,003

 

1,479,935

 

39,848,938

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

Investment management fee

7

2,146,419

 

19,278

 

2,165,697

Performance fee

7

342,256

 

-

 

342,256

Administration fee

 

299,928

 

-

 

299,928

Impairment of loans

 

5,850,609

 

-

 

5,850,609

Other expenses

 

2,586,715

 

-

 

2,586,715

Total operating expenses

 

11,225,927

 

19,278

 

11,245,205

 

 

 

 

 

 

 

Net return on ordinary activities before finance costs and taxation

 

27,143,076

 

1,460,657

 

28,603,733

 

 

 

 

 

 

 

Finance costs

 

1,070,266

 

-

 

1,070,266

 

 

 

 

 

 

 

Net return on ordinary activities before taxation

 

26,072,810

 

1,460,657

 

27,533,467

 

 

 

 

 

 

 

Taxation on ordinary activities

 

-

 

-

 

-

 

 

 

 

 

 

 

Net return on ordinary activities after taxation

 

26,072,810

 

1,460,657

 

27,533,467

 

 

 

 

 

 

 

Return per ordinary share (basic and diluted)

 

47.62p

 

2.85p

 

50.47p

 

 

 

 

 

 

 

Return per C share (basic and diluted)

 

9.49p

 

0.07p

 

9.56p

 

 

The total column of this statement represents the Company's Consolidated Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies ("AIC"). All items in the above statement derive from continuing operations.

 

See notes to the condensed consolidated financial statements

 

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' FUNDS

FOR THE PERIOD FROM 1JANUARY 2016 to 30 JUNE 2016 (UNAUDITED)

 

 

Called

Up

Share

Capital

 

Share

Premium

 

Capital

Reserve

 

Revenue

Reserve

 

Special

Distributable

Reserve

 

Total

 

£

 

£

 

£

 

£

 

£

 

£

Net assets attributable to Shareholders at the beginning of the period

4,467,549

 

24,187,399

 

1,479,199

 

10,430,809

 

832,647,915

 

873,212,871

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary shares from conversion of C shares

395,519

 

394,404,481

 

-

 

-

 

-

 

394,800,000

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of C shares converted to ordinary shares

(4,000,000)

 

(390,800,000)

 

-

 

-

 

-

 

(394,800,000)

 

 

 

 

 

 

 

 

 

 

 

 

Amounts paid on buyback of ordinary shares

-

 

-

 

-

 

-

 

(1,981,821)

 

(1,981,821)

 

 

 

 

 

 

 

 

 

 

 

 

Return on ordinary activities after taxation

-

 

-

 

1,345,555

 

18,221,440

 

-

 

19,566,995

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared and paid

-

 

-

 

-

 

(20,130,706)

 

-

 

(20,130,706)

 

 

 

 

 

 

 

 

 

 

 

 

Net assets attributable to shareholders at 30 June 2016

863,068

 

27,791,880

 

2,824,754

 

8,521,543

 

830,666,094

 

870,667,339

 

See notes to the condensed consolidated financial statements

 

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' FUNDS

FOR THE PERIOD FROM 1 JANUARY 2015 to 30 JUNE 2015 (UNAUDITED)

 

 

Called

Up

Share

Capital

 

Share

Premium

 

Capital

Reserve

 

Revenue

Reserve

 

Total

 

£

 

£

 

£

 

£

 

£

Net assets attributable to shareholders at the beginning of the period

200,000

 

196,889,944

 

617,765

 

 2,643,436

 

200,351,145

 

 

 

 

 

 

 

 

 

 

Reclassification of prior year capital to revenue

-

 

-

 

(599,223)

 

599,223

 

-

 

 

 

 

 

 

 

 

 

 

Amounts receivable on issue of ordinary shares

20,000

 

21,479,989

 

-

 

-

 

21,499,989

 

 

 

 

 

 

 

 

 

 

Amounts receivable on issue of C shares

250,000

 

249,750,000

 

-

 

-

 

250,000,000

 

 

 

 

 

 

 

 

 

 

Share issue costs

-

 

(2,810,655)

 

-

 

-

 

(2,810,655)

 

 

 

 

 

 

 

 

 

 

Return on ordinary activities after taxation

-

 

-

 

1,706,585

 

9,123,555

 

10,830,140

 

 

 

 

 

 

 

 

 

 

Dividends declared and paid

-

 

-

 

-

 

 (10,235,000)

 

 (10,235,000)

 

 

 

 

 

 

 

 

 

 

Net assets attributable to shareholders at 30 June 2015

470,000

 

465,309,278

 

1,725,127

 

2,131,214

 

469,635,619

 

See notes to the condensed consolidated financial statements

 

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' FUNDS

FOR THE PERIOD FROM 1 JANUARY 2015 to 31 DECEMBER 2015 (AUDITED)

 

 

Called

up

Share

Capital

 

Share

Premium

 

Capital

Reserve

 

Revenue

Reserve

 

Special

Distributable

Reserve

 

Total

 

£

 

£

 

£

 

£

 

£

 

£

Net assets attributable to shareholders at the beginning of the year

200,000

 

196,889,944

 

617,765

 

2,643,436

 

-

 

200,351,145

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of prior year capital to revenue

-

 

-

 

(599,223)

 

599,223

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Amounts receivable on issue of ordinary shares

20,000

 

21,479,989

 

-

 

-

 

-

 

21,499,989

 

 

 

 

 

 

 

 

 

 

 

 

Amounts receivable on issue of C shares

6,500,000

 

643,500,000

 

-

 

-

 

-

 

650,000,000

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of C shares to ordinary shares

247,549

 

247,210,422

 

-

 

-

 

-

 

247,457,971

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of C shares converted to ordinary shares

(2,500,000)

 

(244,957,971)

 

-

 

-

 

-

 

(247,457,971)

 

 

 

 

 

 

 

 

 

 

 

 

Share issue costs

-

 

(7,287,070)

 

-

 

-

 

-

 

(7,287,070)

 

 

 

 

 

 

 

 

 

 

 

 

Transfer of share premium to special distributable reserve

-

 

(832,647,915)

 

-

 

-

 

832,647,915

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Return on ordinary activities after taxation

-

 

-

 

1,460,657

 

26,072,810

 

-

 

27,533,467

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared and paid

-

 

-

 

-

 

(18,884,660)

 

-

 

(18,884,660)

 

 

 

 

 

 

 

 

 

 

 

 

Net assets attributable to shareholders at 31 December 2015

4,467,549

 

24,187,399

 

1,479,199

 

10,430,809

 

832,647,915

 

873,212,871

 

See notes to the condensed consolidated financial statements

 

CONSOLIDATED CASH FLOW STATEMENT

For the period from 1 January 2016 to 30 June 2016

 

 

 

(Unaudited)

Half year

ended

30 June

2016

 

(Unaudited)

Half year

ended

30 June

2015

 

(Audited)

Year

ended

31 December

2015

 

£

 

£

 

£

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net return on ordinary activities after taxation

19,566,995

 

10,830,140

 

27,533,467

 

 

 

 

 

 

Adjustments to reconcile net return on ordinary activities after taxation to net cash inflow/(outflow) from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Unrealised appreciation/(depreciation) on investment assets

34,763,497

 

 (8,079,428)

 

12,778,208

Realised gain/(loss) on investment assets

52,620

 

 (3,209,167)

 

 (3,837,587)

(Increase)/decrease in accrued income

(74,792,443)

 

965,104

 

 (37,080,908)

Increase in cash pledged as collateral

(47,386,362)

 

 (2,020,000)

 

 (24,610,000)

Increase in amounts due from brokers

-

 

 (87,909)

 

-

Increase in other assets and prepaid expenses

(3,345,835)

 

 (797,465)

 

 (2,066,033)

Increase in trade and other payables

1,455,692

 

5,891,824

 

2,574,419

Impairment of loans

7,725,872

 

1,905,255

 

5,850,609

Net cash inflow/(outflow)from operating activities

(61,959,964)

 

5,398,354

 

 (18,857,825)

 

 

 

 

 

 

Capital expenditure and financial investments

 

 

 

 

 

Purchase of investments

(120,683,967)

 

(450,472,021)

 

(436,893,640)

Sale of investments

132,316,342

 

271,317,208

 

45,046,784

Net purchases and sales of money market funds

32,298,330

 

-

 

(34,500,000)

Purchase of loans

(81,150,763)

 

(89,157,044)

 

 (255,650,567)

Net cash outflow from capital expenditure and financial investments

(37,220,058)

 

(268,311,857)

 

 (681,997,423)

 

 

 

 

 

 

Net cash outflow before financing

(99,180,022)

 

(262,913,503)

 

 (700,855,248)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Buy back of shares

(1,981,821)

 

-

 

-

Proceeds from subscription of ordinary shares

-

 

 21,499,989

 

21,499,989

Proceeds from subscription of C shares

-

 

 250,000,000

 

650,000,000

Proceeds from debt issued

166,562,881

 

 29,716,214

 

85,000,000

Share issue costs

-

 

 (2,810,655)

 

 (7,287,070)

Dividends declared and paid

(20,130,706)

 

 (10,235,000)

 

 (18,884,660)

Net cash provided by financing activities

144,450,354

 

 288,170,548

 

730,328,259

 

 

 

 

 

 

Net change in cash and cash equivalents

45,270,332

 

25,257,045

 

29,473,011

Cash and cash equivalents at the beginning of the period

45,639,509

 

16,166,498

 

16,166,498

Net cash and cash equivalents

90,909,841

 

41,423,543

 

45,639,509

 

See notes to the condensed consolidated financial statements

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM 1 JANUARY 2016 to 30 JUNE 2016

 

1. GENERAL INFORMATION

 

P2P Global Investments plc (the "Company") is a closed-ended investment company incorporated in England and Wales on 6 December 2013 with registered number 8805459. The Company commenced operations on 30 May 2014.

 

The investment objective of the Company is to provide shareholders with an attractive level of dividend income and capital growth through exposure to investments in alternative finance and related instruments.

 

The Company's investment manager is MW Eaglewood Europe LLP (the "Investment Manager"). The Investment Manager replaced Marshall Wace LLP as investment manager pursuant to a deed of novation on 1 May 2015. MW Eaglewood Americas LLC, an affiliate of the Investment Manager and an SEC registered investment adviser, has been appointed as sub investment manager (the "Sub-Manager") to the Company. The Investment Manager has, pursuant to the Sub-Management Agreement, delegated certain of its responsibilities and functions, including its discretionary management of the Company's portfolio of credit assets, to the Sub-Manager.

 

MW Eaglewood Europe LLP is authorised as an Alternative Investment Fund Manager ("AIFM") under the Alternative Investment Fund Managers Directive ("AIFMD") from 27 April 2015, replacing Marshall Wace LLP from 1 May 2015, who had acted as AIFM from 30 April 2014. The Company is defined as an Alternative Investment Fund and is subject to the relevant articles of the AIFMD.

 

The Company invests, directly and indirectly, in consumer loans, small and medium sized enterprises ("SME") loans, advances against corporate trade receivables and/or purchases of corporate trade receivables ("Credit Assets") which have been originated via Platforms or by other originators including, from time to time, the Company or its affiliates. The Company will typically seek to invest in Credit Assets with targeted net annualised returns of 5 to 15 per cent. The Company will seek to purchase Credit Assets directly (via Platforms or by other originators) and may also invest in such assets indirectly via funds, partnerships or special purpose vehicles (including those managed by the Investment Manager, the Sub-Manager or their affiliates) that it deems suitable with a view to enhancing Shareholder returns and providing diversification of the Company's assets.

 

As at 30 June 2016 the Company had total issued equity in the form of 86,306,803 ordinary shares (31 December 2015: 46,754,919) of which 86,069,598 were outstanding, 237,205 were held as Treasury Shares (31 December 2015: Nil) and Nil C shares (31 December 2015: 40,000,000). These shares are listed on the Premium listing segment of the Official List of the UK Listing Authority and trade on the London Stock Exchange's main market for listed securities.

 

Citco Fund Services (Ireland) Limited has been appointed as the administrator of the Company (the "Administrator"). The Administrator is responsible for the Company's general administrative functions, such as the calculation and publication of the Net Asset Value ("NAV") and maintenance of the Company's accounting records.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of preparation

The Condensed Consolidated Financial Statements have been prepared in accordance with International Accounting Standard IAS 34 "Interim Financial Reporting". They do not include all financial information required for full annual financial statements. The Condensed Consolidated Financial Statements have been prepared using the accounting policies adopted in the audited financial statements for the year ended 31 December 2015.

 

As disclosed in note 12 'Related Party Transactions', the Group invests in a special purpose vehicle, Eaglewood SPV I LP (the "SPV") and at 30 June 2016 is the sole Limited Partner in that SPV. The principal activity of Eaglewood SPV I LP is to invest in alternative finance investments and related instruments, including marketplace loans, with a view to achieving the Group's investment objective. The Group's position with regards to the SPV is that of an investor where its maximum loss is restricted to its investment in the vehicle and in return for this receives a quarterly income distribution. The financial statements of the Group do not consolidate Eaglewood SPV I LP as the Group does not exercise control over its activities, which are vested in the General Partner who, subject to its powers to delegate such functions, shall have and may exercise on behalf of the SPV, all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the SPV.

 

Subsidiaries are investees controlled by the Group. The Group controls an investee if it is exposed to, or has the rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The Group reassesses whether it has control if there are changes to one or more elements of control.

 

The Company controls P2PCL1 PLC (the "Subsidiary") (together "the Group"), a limited liability company incorporated in England and Wales, through its ownership of one Class A Share in the Subsidiary which confers control of the voting rights in that entity. Intra-group balances and transactions, and any unrealised income and expenses (except for currency transaction gains or losses) arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Subsidiaries are valued at fair value which is deemed to be net asset value.

 

The Condensed Consolidated Financial Statements have been prepared under the historical cost convention, modified to include the revaluation of investments, and in accordance with applicable accounting standards and with the Statement of Recommended Practice ("SORP") for investment trusts issued by the AIC. All of the Group's operations are of a continuing nature.

 

The Group's presentational currency is Pound Sterling (£). Assets and liabilities are measured and recognised in accordance with IFRS.

 

The financial information for the period ended 30 June 2016 has not been audited or reviewed by the Group's auditors and does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.

 

 

(b) Going concern

The Directors consider that the Group has adequate financial resources to enable it to continue in operational existence for the foreseeable future. Accordingly, the Directors believe that it is appropriate to adopt the going concern basis in preparing the Group's financial statements.

 

 

3. INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

 

(Unaudited)

30 June

2016

 

(Unaudited)

30 June

2015

 

(Audited)

31 December

2015

 

£

 

£

 

£

Investment assets

 

 

 

 

 

Investments in Money Market Funds

11,701,670

 

-

 

44,000,000

Investment in SPV

578,511,488

 

297,561,848

 

484,034,539

Fixed income

10,003,089

 

1,172,565

 

45,505,318

Unlisted equities

17,892,041

 

3,837,490

 

13,033,545

Equity

300,692

 

-

 

473,738

Total investments assets at fair value through profit or loss

618,408,980

 

302,571,903

 

587,047,140

 

 

 

 

 

 

Derivative financial assets

 

 

 

 

 

Forward foreign exchange contracts

-

 

8,376,460

 

165,588

Option contracts

619,549

 

516,412

 

731,417

 

619,549

 

8,892,872

 

897,005

 

 

 

 

 

 

Derivative financial liabilities

 

 

 

 

 

Forward foreign exchange contracts

(46,509,295)

 

-

 

(11,470,531)

 

(46,509,295)

 

-

 

(11,470,531)

 

Financial instruments measured and reported at fair value are classified and disclosed in one of the following fair value hierarchy levels based on the significance of the inputs used in measuring its fair value:

 

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).

Level 3 - Pricing inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

An investment is always categorised as Level 1, 2 or 3 in its entirety. In certain cases, the fair value measurement for an investment may use a number of different inputs that fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgement and is specific to the investment.

 

The following table analyses within the fair value hierarchy the Group's assets and liabilities measured at fair value at 30 June 2016:

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

£

 

£

 

£

 

£

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

Investments in Money Market Funds

11,701,670

 

11,701,670

 

-

 

-

Investment in SPV

578,511,488

 

-

 

-

 

578,511,488

Fixed income

10,003,089

 

-

 

5,963,294

 

4,039,795

Unlisted equities

17,892,041

 

-

 

-

 

17,892,041

Equity

300,692

 

300,692

 

-

 

-

Total

618,408,980

 

12,002,362

 

5,963,294

 

600,443,324

 

 

 

 

 

 

 

 

Derivative financial assets

 

 

 

 

 

 

 

Option contracts

619,549

 

-

 

619,549

 

-

Total

619,549

 

-

 

619,549

 

-

 

 

 

 

 

 

 

 

Derivative financial liabilities

 

 

 

 

 

 

 

Forward foreign exchange contracts

(46,509,295)

 

-

 

(46,509,295)

 

-

Total

(46,509,295)

 

-

 

(46,509,295)

 

-

 

There were no movements between Level 1 and Level 2 fair value measurements during the period ended 30 June 2016 and no transfers into and out of Level 3 fair value measurements.

 

The following table presents the movement in Level 3 positions for the period ended 30 June 2016.

 

 

Fixed

income

£

 

Unlisted

equities

£

 

Investment

in SPV

£

 

Total

£

 

 

 

 

 

 

 

 

Opening balance

2,509,318

 

13,033,545

 

484,034,539

 

499,577,402

Purchases

1,500,000

 

4,107,696

 

123,942,453

 

129,550,149

Sales

-

 

-

 

-

 

-

Net change in realised/ unrealised gains

30,477

 

750,800

 

74,792,443

 

75,573,720

Distributed income

-

 

-

 

(14,940,173)

 

(14,940,173)

Redemptions received in advance

-

 

-

 

(89,317,774)

 

(89,317,774)

Closing balance

4,039,795

 

17,892,041

 

578,511,488

 

600,443,324

 

The net change in realised/unrealised gains is recognised within gains on investments in the Consolidated Statement of Comprehensive Income.

 

Quantitative information regarding the unobservable inputs for Level 3 positions is given below:

 

 

Fair value at

30 June 2016

£

 

Valuation technique

 

 

 

 

Unlisted equities

17,892,041

 

Recent transactions

Investment in SPV

578,511,488

 

 Net Asset Value

Fixed income

4,039,795

 

Recent transactions

 

The investment in the SPV is valued based on the NAV as calculated by the administrators at the Statement of Financial Position date. No adjustment has been determined to be necessary to the NAV as supplied by the administrator as this reflects the fair value of the underlying investments. The NAV of the SPV is sensitive to movements in interest rates due to its investment in fixed rate loans.

 

The investments in unlisted equities are valued based on recent transactions and recent rounds of funding by the investee entities. The investments in fixed income securities included within Level 3 of the above hierarchy are valued based on recent transactions.

 

If the price of fixed income, the investment in SPV and unlisted equities held at 30 June 2016 year end had increased/decreased by 5 per cent it would have resulted in an increase/decrease in the total value of fixed income of £201,990, the investment in SPV of £28,925,574 and the unlisted equities of £894,602.

 

The following table analyses within the fair value hierarchy the Group's assets and liabilities measured at fair value at 30 June 2015:

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

£

 

£

 

£

 

£

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

Investment in SPV

297,561,848

 

-

 

-

 

297,561,848

Fixed income

1,172,565

 

-

 

-

 

1,172,565

Unlisted equities

3,837,490

 

-

 

-

 

3,837,490

Total

302,571,903

 

-

 

-

 

302,571,903

 

 

 

 

 

 

 

 

Derivative financial assets

 

 

 

 

 

 

 

Forward foreign exchange contracts

8,376,460

 

-

 

8,376,460

 

-

Option contracts

516,412

 

-

 

516,412

 

-

Total

8,892,872

 

-

 

8,892,872

 

-

 

There were no movements between Level 1 and Level 2 fair value measurements during the period ended 30 June 2015 and no transfers into and out of Level 3 fair value measurements.

 

The following table analyses within the fair value hierarchy the Group's assets and liabilities measured at fair value at 31 December 2015:

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

£

 

£

 

£

 

£

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

Money market funds

44,000,000

 

44,000,000

 

-

 

-

Investment in SPV

484,034,539

 

-

 

-

 

484,034,539

Fixed income

45,505,318

 

-

 

42,996,000

 

2,509,318

Unlisted equities

13,033,545

 

-

 

-

 

13,033,545

Equities

473,738

 

473,738

 

-

 

-

Total

587,047,140

 

44,473,738

 

42,996,000

 

499,577,402

 

 

 

 

 

 

 

 

Derivative financial assets

 

 

 

 

 

 

 

Forward foreign exchange contracts

165,588

 

-

 

165,588

 

-

Option contracts

731,417

 

-

 

731,417

 

-

Total

897,005

 

-

 

897,005

 

-

 

 

 

 

 

 

 

 

Derivative financial liabilities

 

 

 

 

 

 

 

Forward foreign exchange contracts

 (11,470,531)

 

-

 

 (11,470,531)

 

-

Total

 (11,470,531)

 

-

 

 (11,470,531)

 

-

 

There were no movements between Level 1 and Level 2 fair value measurements during the year ended 31 December 2015 and no transfers into and out of Level 3 fair value measurements.

 

The table below provides details of the investments at amortised cost held by the Group for the period ended 30 June 2016.

 

 

Amortised cost before impairment

£

 

Impairment

£

 

Amortised cost

£

 

Carrying

Value

£

 

 

 

 

 

 

 

 

Investments at amortised cost

398,775,127

 

(14,236,115)

 

384,539,012

 

384,539,012

Total

398,775,127

 

(14,236,115)

 

384,539,012

 

384,539,012

 

The table below provides details of the investments at amortised cost held by the Company for the period ended 30 June 2016.

 

 

Amortised cost before impairment

£

 

Impairment

£

 

Amortised cost

£

 

Carrying

Value

£

 

 

 

 

 

 

 

 

Investments at amortised cost

272,964,593

 

(12,144,516)

 

260,820,077

 

260,820,077

Total

272,964,593

 

(12,144,516)

 

260,820,077

 

260,820,077

 

 

 

4. INCOME AND GAINS ON INVESTMENTS

 

 

(Unaudited)

Half year

ended

30 June

2016

 

(Unaudited)

Half year

ended

30 June

2015

 

(Audited)

Year

ended

31 December

2015

 

£

 

£

 

£

Interest income

 

 

 

 

 

Gain on foreign exchange

357,725

 

-

 

-

Distributed income from the SPV

14,940,173

 

7,211,017

 

21,026,739

Interest income

18,732,673

 

5,596,170

 

17,034,657

Other income

110,917

 

36,849

 

307,607

 

34,141,488

 

12,844,036

 

38,369,003

 

 

 

 

 

 

Net gains on investments

 

 

 

 

 

(Loss)/gain on fixed income

(107,700)

 

626,689

 

737,820

Gain on investment in unlisted equities

1,829,854

 

471,120

 

1,417,591

Gain on investment in other funds

60,255,170

 

619,536

 

17,413,598

(Loss)/gain on option contracts

(24,968)

 

26,412

 

(232,214)

Loss on listed equities

(205,385)

 

-

 

-

Loss on foreign exchange

(60,392,326)

 

-

 

(17,856,860)

Total

1,354,645

 

1,743,757

 

1,479,935

 

 

5. PRINCIPAL RISKS AND UNCERTAINTIES

 

(a) Introduction

Risk is inherent in the Group's activities but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The Group is exposed to market risk (which includes currency risk, interest rate risk and other price risk), credit risk and liquidity risk arising from the financial instruments held by the Group.

 

(b) Risk management structure

The Directors are ultimately responsible for identifying and controlling risks. Day to day management of the risk arising from the financial instruments held by the Group has been delegated to MW Eaglewood Europe LLP as Investment Manager to the Group. The Investment Manager has delegated certain of its responsibilities and functions, including its discretionary management of the Group's portfolio of Credit Assets, to the Sub-Manager.

 

The Group has no employees and the Directors have all been appointed on a non-executive basis. Whilst the Group has taken all reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations, the Group is reliant upon the performance of third party service providers for its executive function. In particular, the Investment Manager, the Sub-Manager, the Depositary, the Administrator and the Registrar are performing services which are integral to the operation of the Group. Failure by any service provider to carry out its obligations to the Group in accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Group.

 

The principal risks and uncertainties that could have a material impact on the Group's performance have not changed from those set out in detail on pages 18-38 of the Company's Prospectus dated 30 June 2015, available on the Group's website, www.p2pgi.com.

 

Namely:

 

(i) There can be no guarantee that the investment objective will be achieved or that the portfolio of investments will generate the rates of return expected. There is no guarantee that any dividends will be paid in respect of any financial year or period.

(ii) The Group has no employees and is reliant on the performance of third party service providers.

(iii) The Group is reliant on the effective operation of the Investment Manager's and the Sub-Manager's IT systems for the loan acquisition process. Any IT systems failure could have a material adverse effect on the ability to acquire and realise investments.

(iv) The Group may borrow money for investment purposes, which exposes the Group to risks associated with borrowings.

(v) Loans acquired through "Platforms" are subject to risks of borrower default. The default history for loans is limited and actual defaults may be greater than indicated by historical data. Platforms means origination platforms that allow non-bank capital to engage with and:

· lend to consumer or SME borrowers;

· advance capital against corporate trade receivables; and/or

· purchase trade receivables from sellers; together with any other origination platforms agreed between the Group and the Investment Manager.

(vi) The P2P industry in the UK faced increased regulation from 1 April 2014. These and any future regulatory changes may result in interruptions in operations, increased costs and reduced returns to the Group.

(vii) The Group, in common with other Platform lender members, may be exposed to the following risks relating to compliance and regulation of the Platforms and the Group in the United States:

· federal and state regulators could subject the Platforms and their lender members, such as the Group, to legal and regulatory examination or enforcement action;

· non-compliance with laws and regulations may impair the Platforms' ability to arrange or service borrower member loans, which could impact the Group's ability to purchase loans or Notes or receive payments on the loans or Notes it has already purchased; and

· potential characterisation of loan marketers and other originators as lenders may have a material adverse effect on the Group.

(viii) Any change in the Group's tax status or in taxation legislation or practice generally could adversely affect the value of the investments held by the Group, or the Group's ability to provide returns to Shareholders, or alter the post-tax returns to Shareholders.

(ix) The value of the ordinary shares and the income derived from those shares (if any) can fluctuate and may go down as well as up. The ordinary shares may trade at a discount to NAV.

(x) It may be difficult for Shareholders to realise their investment and there may not be a liquid market in the ordinary shares.

(xi) If the Directors decide to issue further ordinary shares, the proportions of the voting rights held by Shareholders may be diluted.

(xii) Dividend payments on the ordinary shares are not guaranteed.

(xiii) Changes in tax law may reduce any return for investors in the Group.

 

The risks faced by the Group have not changed significantly since the commencement of operations and are not expected to change materially in the next 12 months.

 

The investment objective and operating environment of the Subsidiary is consistent with that of the Company. Therefore the above risks and uncertainties are applicable to both the Company and the Group.

 

6. IMPAIRMENT OF INVESTMENTS AT AMORTISED COST

 

A financial asset is past due when the counterparty has failed to make a payment when contractually due. The Group assesses at each Statement of Financial Position date whether there is objective evidence that a loan or group of loans, classified as investments at amortised cost, is impaired. In performing such analysis, the Group assesses the probability of default based on the number of days the loans are past due, using recent historical rates of default on loan portfolios with credit risk characteristics similar to those of the Group.

 

The following impairment charges have been recorded in the Consolidated Statement of Financial Position relating to investments at amortised cost:

 

 

(Unaudited)

Group

30 June 2016

 

(Unaudited)

Group

30 June 2015

 

(Audited)

Group

31 December 2015

 

£

 

£

 

£

 

 

 

 

 

 

Loans with payments 15-30 days past due

841,353

 

355,068

 

426,848

Loans with payments 30-60 days past due

1,139,817

 

281,529

 

740,541

Loans with payments more than 60 days past due

12,254,945

 

1,747,950

 

5,202,251

Total impairment

14,236,115

 

2,384,547

 

6,369,640

 

 

(Unaudited)

Company

30 June 2016

 

(Unaudited)

Company

30 June 2015

 

(Audited)

Company

31 December 2015

 

£

 

£

 

£

 

 

 

 

 

 

Loans with payments 15-30 days past due

718,120

 

355,068

 

381,640

Loans with payments 30-60 days past due

967,046

 

281,529

 

510,184

Loans with payments more than 60 days past due

10,459,350

 

1,605,641

 

4,498,708

Total impairment

12,144,516

 

2,242,238

 

5,390,532

 

Loans that have payments of principal or interest less than 15 days past due are not considered to be impaired.

 

7. FEES AND EXPENSES

 

Investment management and performance fees

Under the terms of the Investment Management Agreement, the Investment Manager is entitled to a management fee and a performance fee together with reimbursement of reasonable expenses incurred by it in the performance of its duties.

 

The management fee is payable monthly in arrears and is at the rate of 1/12 of 1.0 per cent per month of Net Asset Value (the "Management Fee"). For the period from admission to trading on the London Stock Exchange's main market for listed securities (the "Admission") until the date on which 90 per cent of the net proceeds of the Issue have been invested or committed for investment, directly or indirectly, in Credit Assets, the value attributable to any assets of the Group other than Credit Assets (including any cash) will be excluded from the calculation of Net Asset Value for the purposes of determining the Management Fee. Following Admission through to the final conversion of C shares, the Management Fee was charged on the net assets attributable to the ordinary and C shares respectively.

 

The Investment Manager shall not charge a management fee or performance fee twice. Accordingly, if at any time the Group invests in or through any other investment fund or special purpose vehicle and a management fee or advisory fee is charged to such investment fund or special purpose vehicle by the Investment Manager, the Sub-Manager or any of their affiliates, the value of such investment shall be excluded from the calculation of NAV for the purposes of determining the Management Fee payable.

 

Notwithstanding the above, the Investment Manager may charge a fee based on a percentage of gross assets (such percentage not to exceed 1.0 per cent) to any entity which is within the same group of companies of which the Company forms part, provided that such an entity employs leverage for the purpose of its investment policy or strategy. With effect from June 2016, the Investment Manager has decided to waive a portion of such fees by reducing the rate on leveraged assets to 0.5 per cent.

 

Management Fees charged for the period ended 30 June 2016 totalled £1,933,974 (30 June 2015: £715,657) of which £131,436 (30 June 2015: £291,594) was payable at the period end.

 

The performance fee will be calculated in respect of each twelve month period starting on 1 January and ending on 31 December in each calendar year (the "Calculation Period"), save that the first Calculation Period was the period commencing on Admission and ending on 31 December 2014 and provided further that if at the end of what would otherwise be a Calculation Period no performance fee has been earned in respect of that period, the Calculation Period shall carry on for the next 12 month period and shall be deemed to be the same Calculation Period and this process shall continue until a performance fee is next earned at the end of the relevant period.

 

The performance fee is calculated by reference to the movements in the Adjusted Net Asset Value (as defined below) since the end of the Calculation Period in respect of which a performance fee was last earned or Admission if no performance fee has yet been earned (the "High Water Mark").

 

The performance fee will be a sum equal to 15 per cent of such amount (if positive) and will only be payable if the Adjusted NAV at the end of a Calculation Period exceeds the High Water Mark. The performance fee shall be payable to the Investment Manager in arrears within 30 calendar days of the end of the relevant Calculation Period.

 

Performance fees charged for the period ended 30 June 2016 totalled £309,497 (30 June 2015: £150,535) of which £309,497 (30 June 2015: £150,535) was payable at the period end.

 

"Adjusted Net Value" means the NAV adjusted for: (i) any increases or decreases in NAV arising from issues or repurchases of ordinary or C shares during the relevant Calculation Period; (ii) adding back the aggregate amount of any dividends or distributions (for which no adjustment has already been made under (i)) made by the Group at any time during the relevant Calculation Period; (iii) before deduction for any accrued performance fees; and (iv) to the extent that the Group invests in any other investment fund or via any special purpose vehicle ("SPV") or via any separate managed account arrangement which is managed or advised by the Investment Manager, the Sub-Manager or any of their affiliates, if the Investment Manager, the Sub-Manager or such affiliate is entitled to (including where it is not yet earned) receive a performance fee or performance allocation at the level of that investee entity or under such separate managed account arrangement, excluding any gain or loss attributable to those investments during the relevant Calculation Period.

 

8. BORROWINGS

 

(Unaudited)

Group

30 June

2016

 

(Unaudited)

Group

30 June

2015

 

(Audited)

Group

31 December

2015

 

£

 

£

 

£

 

 

 

 

 

 

Revolving bank facility

96,377,096

 

29,716,214

 

85,000,000

Secured loan facility

155,185,785

 

-

 

-

 

 

 

 

 

 

Total

251,562,881

 

29,716,214

 

85,000,000

 

The Subsidiary entered into a two year revolving bank facility on 16 January 2015 with a European bank. The revolving bank facility has no recourse to the assets of the Group and is secured by a pool of UK consumer loans. The facility has a term of four years and will pay down as the assets securing the debt amortise after the expiry of the revolving period. Interest on the facility is charged at one month LIBOR plus a margin.

 

The Company entered into £150,000,000 secured 3-year multicurrency loan facility with a consortium of institutional lenders. The facility is secured by way of fixed and floating charges; interest on the loan is paid quarterly and is charged on LIBOR plus margin. For the purpose of calculating facility limits, non-Sterling advances are converted into Sterling equivalents using the spot rate at the time of the respective advance.

 

 

9. NET ASSET VALUE PER SHARE

 

 

(Unaudited)

Company

 

(Unaudited)

Company

 

(Audited)

Company

 

30 June 2016

 

30 June 2015

 

31 December 2015

 

£

 

£

 

£

 

 

 

 

 

 

Ordinary shares

 

 

 

 

 

Net assets attributable at end of period

870,667,339

 

220,976,938

 

473,754,605

Shares outstanding

86,069,598

 

21,999,999

 

46,754,919

Net asset value per ordinary share

1,011.59p

 

1,004.44p

 

1,013.27p

 

 

 

 

 

 

C shares

 

 

 

 

 

Net assets attributable at end of period

-

 

248,658,681

 

399,458,266

Shares outstanding

-

 

25,000,000

 

40,000,000

Net asset value per C shares

-

 

994.63p

 

998.65p

 

 

10. SHAREHOLDERS' CAPITAL

 

Set out below is the issued share capital of the Company as at 30 June 2016.

 

 

Nominal

value

 

Number

of shares

 

Voting rights

of shares

 

£

 

 

 

 

 

 

 

 

 

 

Ordinary shares

860,696

 

86,069,598

 

86,069,598

 

 

 

 

 

 

Treasury shares

2,372

 

237,205

 

-

 

Set out below is the issued share capital of the Company as at 30 June 2015.

 

 

Nominal

value

 

Number

of shares

 

Voting rights

of shares

 

£

 

 

 

 

 

 

 

 

 

 

Ordinary shares

200,000

 

21,999,999

 

21,999,999

 

 

 

 

 

 

C shares

250,000

 

25,000,000

 

25,000,000

 

The table below shows the movement in shares during the period ended 30 June 2016.

 

For the period from

1 January 2016 to

30 June 2016

Shares in

issue at the

beginning of

the period

 

Buy back of Ordinary shares

 

Conversion of C shares

 

Shares in

issue at the

end of the period

Ordinary shares

46,754,919

 

(237,205)

 

39,551,884

 

86,069,598

C shares

40,000,000

 

-

 

(40,000,000)

 

-

Treasury shares

-

 

237,205

 

-

 

237,205

 

The table below shows the movement in shares during the period ended 30 June 2015.

 

For the period from

1 January 2015 to

30 June 2015

Shares in

issue at the

beginning of

the period

 

Shares

subscribed

 

Shares

redeemed

 

Shares in

issue at the

end of the period

Ordinary shares

20,000,000

 

1,999,999

 

-

 

21,999,999

C shares

-

 

25,000,000

 

-

 

25,000,000

 

The table below shows the movement in shares during the year ended 31 December 2015.

 

For the year ended

31 December 2015

Shares in

issue at the

beginning of

the year

 

Shares

subscribed

 

Conversion of C shares

 

Shares in

issue at the

end of the year

Ordinary shares

20,000,000

 

1,999,999

 

24,754,920

 

46,754,919

C shares

-

 

65,000,000

 

(25,000,000)

 

40,000,000

 

During the period ended 30 June 2016 the Company commenced a share buy back programme. All shares bought back are held in treasury at the end of the period. Details are as follows:

 

Date

Ordinary

shares

purchased

 

Average

price per

share

 

Lowest

price per

share

 

Highest

price per

share

 

Total

treasury

shares

 

 

 

 

 

 

 

 

 

 

27 June 2016

23,421

 

804.3p

 

804.3p

 

804.3p

 

23,421

28 June 2016

45,693

 

804.9p

 

804.9p

 

804.9p

 

69,114

29 June 2016

87,662

 

828.6p

 

822.3p

 

835.0p

 

156,776

30 June 2016

80,429

 

843.3p

 

829.0p

 

850.0p

 

237,205

 

Special Distribution Reserve

At a general meeting of the Company held on 15 June 2015, special resolutions were passed approving the cancellation of the amount standing to the credit of the Company's share premium account as at 29 May 2015 and additional share premium following the issue of new C shares, which occurred on 28 July 2015.

 

Following the approval of the Court and the subsequent registration of the Court order with the Registrar of Companies on 17 September 2015, the reduction has now become effective. Accordingly £832,647,915 previously held in the share premium account, has been transferred to the special distributable reserves of the Group as disclosed in the Consolidated Statement of Financial Position.

 

The cost of the buy back of ordinary shares as detailed above was funded by the special distribution reserve. Therefore the closing balance in the special distribution reserve has been reduced to £830,666,094.

 

 

11. DIVIDENDS PER SHARE

 

The following table summarises the interim dividends payable to equity shareholders:

 

 

(Unaudited)

Half year

ended

Company 30 June

2016

 

(Unaudited)

Half year

ended

Company 30 June

2015

 

(Audited)

Year

ended Company 

31 December 

2015

 

£

 

£

 

£

 

 

 

 

 

 

12.5p per ordinary share for the period to 31 December 2014 paid on 2 April 2015

-

 

2,500,000

 

2,500,000

16.5p per ordinary share for the period to 31 March 2015 paid on 26 June 2015

-

 

3,300,000

 

3,300,000

10.5p per ordinary share for the period to 31 May 2015 paid on 7 August 2015

-

 

2,310,000

 

2,310,000

8.5p per C share for the period to 31 May 2015 paid on 7 August 2015

-

 

2,125,000

 

2,125,000

18.5p per C share for the period to 30 September 2015 paid on 18 December 2015

-

 

-

 

8,649,660

13.7p per ordinary share for the period to 31 December 2015 paid on 4 March 2016

6,405,424

 

-

 

-

9.5p per C share for the period to 31 December 2015 paid on 4 March 2016

3,800,000

 

-

 

-

11.5p per ordinary share for the period to 31 March 2016 paid on 27 May 2016

9,925,282

 

-

 

-

Total

20,130,706

 

10,235,000

 

18,884,660

 

 

12. RELATED PARTY TRANSACTIONS

 

Each of the Directors is entitled to receive a fee from the Group at such rate as may be determined in accordance with the Articles. Save for the Chairman of the Board, the fees are £30,000 for each Director per annum. The Chairman's fee is £35,000 per annum. The Directors receive additional fees for acting as Chairman of any Board Committee. The current fee for serving as the Chairman of a Board Committee is £5,000 per annum and Stuart Cruickshank, Michael Cassidy and Simon King currently all chair a Board Committee.

 

All of the Directors are also entitled to be paid all reasonable expenses properly incurred by them in attending general meetings, Board or Committee meetings or otherwise in connection with the performance of their duties. The Board may determine that additional remuneration may be paid, from time to time, to any one or more Directors in the event such Director or Directors are requested by the Board to perform extra or special services on behalf of the Group.

 

Investment management fees and performance fees for the period ended 30 June 2016 are paid by the Group to the Investment Manager and these are presented on the Consolidated Statement of Comprehensive Income. Details of investment management fees and performance fees paid during the period are disclosed in Note 7.

 

As at 30 June 2016, the Directors' interests in the Company's ordinary shares were as follows:

 

 

(Unaudited)

30 June 

2016

 

(Unaudited)

30 June

2015

 

(Audited)

31 December

2015

 

 

 

 

 

 

Simon King - Ordinary shares

19,895

 

10,000

 

10,000

- C shares

-

 

5,000

 

5,000

 

Partners and Principals of the Investment Manager held 1,778,661 (31 December 2015: 1,765,200) ordinary shares as well as Nil (31 December 2015: 12,309) C shares in the Company at 30 June 2016.

 

The Group has invested in the SPV. The Investment Manager and the Sub-Manager of the Company also act in the same roles for the SPV. The principal activity of the SPV is to invest in alternative finance investments and related instruments, including P2P loans, with a view to achieving the Group's investment objective. As at 30 June 2016, the value of the Group's investment in the SPV was £578,511,488 (31 December 2015: £484,034,539). The Group received income from the SPV of £14,940,173 (31 December 2015: £13,780,868).

 

13. SUBSEQUENT EVENTS

 

The Company continued the share buy back programme as follows:

 

Date

Ordinary Shares purchased

Average price per share

Lowest price per share

Highest price per share

Total

Treasury Shares

 

 

 

 

 

 

5 July 2016

34,657

806.9p

796.3p

808.6p

271,862

6 July 2016

19,793

807.6p

802.7p

810.0p

291,655

15 July 2016

20,687

825.0p

825.0p

825.0p

312,342

19 July 2016

18,632

824.8p

820.0p

825.0p

330,974

26 July 2016

250,000

830.0p

830.0p

830.0p

580,974

 

On 26 July 2016 the Directors declared an interim dividend of 11p per ordinary share for the three month period to 30 June 2016. Of the 11p, 9.5p will be paid from the Company's revenue reserve and 1.5p from the special distributable reserve which relates to previously recognised gains. The dividend will be paid on 26 August 2016 to shareholders on the register as of 5 August 2016. The ex-dividend date is 4 August 2016.

 

 

14. APPROVAL OF FINANCIAL STATEMENTS

 

The financial report was approved and authorised for issue by the Directors on 25 August 2016.

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

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