Blackstone/GSO LnFin - Annual Financial Report - Part 5
25/04/2017 17:45
- Part 5: For the preceding part double click ID:nRSY3203Dd
322,907,494 - 322,907,494
Receivable for investments sold - 163,280,093 163,280,093
Other receivables - 1,836,439 1,836,439
Cash and cash equivalents 46,030,319 - 46,030,319
Total Assets 368,937,813 165,116,532 534,054,345
Financial liabilities at fair value through profit or loss:
Designated at fair value through profit or loss:
- Notes and credit facilities (371,201,885) - (371,201,885)
Held for trading
- Derivative financial liability - (939,403) (939,403)
Payable for investments purchased - (145,433,283) (145,433,283)
Other payables and accrued expenses - (1,478,014) (1,478,014)
Total liabilities (371,201,885) (147,850,700) (519,052,585)
Total interest sensitivity gap (2,264,072)
Sensitivity analysis
At 31 December 2016, had the base interest rates strengthened / weakened by 2% (31 December 2015: 2%) in relation to all
holdings subject to interest with all other variables held constant, BGCF's finance income would increase / decrease by
E1,965,030 (31 December 2015: E45,281) which would subsequently impact the amount available for distribution as finance
expense. There would be no impact on the total comprehensive income of BGCF. The interest rate sensitivity information is a
relative estimate of risk and is not intended to be a precise and accurate number. The calculations are based on historic
data. Future price movements and correlations between securities could vary significantly from those experienced in the
current financial year.
The interest income received by the Lux Subsidiary from investments held at fair value through profit or loss is the
interest income on the PPN received from BGCF. Its calculation is dependent on the profit generated by BGCF as opposed to
interest rates set by the market. Interest rate sensitivity analysis is presented at BGCF level since any potential
movement in market interest rates will impact BGCF's holdings which in turn will impact the interest income received by the
Lux Subsidiary.
ii. Currency risk
Foreign currency risk is the risk that the values of the Company's assets and liabilities are adversely affected by changes
in the values of foreign currencies by reference to the Company's base currency. The functional currency of the Company is
the Euro.
The Company is not subject to significant foreign currency risk since its investments are denominated in Euro and its share
capital is also denominated in Euro.
The functional currency of BGCF is the Euro. BGCF's financial statements are denominated in Euro, though, investments are
also made and realised in other currencies. Changes in rates of exchange may have an adverse effect on the value, price or
income of BGCF's investments. BGCF may utilise different financial instruments to seek to hedge against declines in the
value of its positions as a result of changes in currency exchange rates.
As at 31 December 2016, BGCF held a foreign currency forward hedge on its investments in Dorchester Park CLO Designated
Activity Company, Bristol Park CLO Limited and Grippen Park CLO Warehouse (held by Warehouse Parent Limited) since they
have a base currency of US Dollars. The unrealised loss on the foreign currency swap as at 31 December 2016 was
E1,481,665.
In addition, there can be no assurance that any attempt to hedge against a particular change or event would be successful,
and any such hedging failure could materially and adversely affect the performance of BGCF and, by extension, the Company's
business, financial condition, results of operations and NAV. BGCF manages its foreign currency exposure through utilising
variable funding notes in the same currency as the holdings the notes are financing.
The following table sets out BGCF's total exposure to foreign currency risk and the net exposure to foreign currencies of
the monetary assets and liabilities as at 31 December 2016 and 31 December 2015:
Year ended 31 December 2016 Year ended 31 December 2015
£ $ £ $
Financial assets at fair value through profit or loss E 39,674,341 63,656,441 13,756,152 41,269,827
VFNs E (54,599,521) (43,174,666) (13,898,116) (36,691,061)
Derivative assets and liabilities E - (1,481,665) - (939,403)
Cash E 721,800 5,668,561 477,117 5,665,918
Other assets and liabilities E 15,741,368 14,547,306 130,118 (5,791,074)
Net exposure E 1,537,988 39,215,978 465,271 3,514,207
Sensitivity 10% E 153,799 3,921,598 46,527 351,421
Sensitivity analysis
At 31 December 2016, had the Euro strengthened by 10% (31 December 2015: 10%) in relation to all currencies, with all other
variables held constant, the net asset / liability exposure would have increased by the amounts shown above for BGCF. There
would be no impact on the total comprehensive income of BGCF because the finance expense on financial liabilities would
move in the opposite direction and cancel the effect of the foreign exchange movement. A 10% weakening of the base
currency, against the currencies above and below, would have resulted in an equal but opposite effect than that on the
table above and below, on the basis that all other variables remain constant. The calculations were based on historical
data. Future currency movements and correlations between holdings could vary significantly from those experienced in the
past.
iii. Price risk
Price risk is the risk that the valuation of the Company's indirect investments in BGCF through its holding in the Lux
Subsidiary, and accordingly the periodic calculation of the NAV of the Company's Euro shares, does not reflect the true
value of BGCF's underlying investment portfolio.
BGCF's portfolio may at any given time include securities or other financial instruments or obligations which are very
thinly traded, for which a limited market exists or which are restricted as to their transferability under applicable
securities laws. These investments may be extremely difficult to value accurately.
Further, because of overall size or concentration in particular markets of positions held by BGCF, the value of its
investments which can be liquidated may differ, sometimes significantly, from their valuations. Third-party pricing
information may not be available for certain positions held by BGCF. Investments held by BGCF may trade with significant
bid-ask spreads. BGCF is entitled to rely, without independent investigation, upon pricing information and valuations
furnished to BGCF by third parties, including pricing services and valuation sources.
Absent bad faith or manifest error, valuation determinations in accordance with BGCF's valuation policy are conclusive and
binding. In light of the foregoing, there is a risk that the Company, in redeeming all or part of its investment while BGCF
holds such investments, could be paid an amount less than it would otherwise be paid if the actual value of BGCF's
investment was higher than the value designated for that investment by BGCF. Similarly, there is a risk that a redeeming
BGCF interest holder might, in effect, be overpaid at the time of the applicable redemption if the actual value of BGCF's
investment was lower than the value designated for that investment by BGCF, in which case the value of BGCF interests to
the remaining BGCF interest holders would be reduced.
The Board monitors and reviews the Company's NAV production process on an ongoing basis.
10B Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment
that it has entered into with the Company. The Board has in place monitoring procedures in respect of credit risk which is
reviewed on an ongoing basis.
The Company's credit risk is attributable to its cash and cash equivalents, other receivables and financial assets at fair
value through profit or loss. An allowance for impairment is made where there is an identified loss event which, based on
previous experience, is evidence of a reduction in the recoverability of the cash flows.
The carrying amounts of financial assets best represent the maximum credit risk exposure at the Statement of Financial
Position date. At the reporting date, the Company's financial assets exposed to credit risk amounted to the following:
As at 31 December 2016 As at 31 December 2015
E E
Cash and cash equivalents 813,119 252,610
Other receivables 709,343 62,365
Financial assets designated at fair value through profit or loss 331,213,706 326,032,708
Total assets 332,736,168 326,347,683
The Company is exposed to a potential material singular credit risk in the event that it requests a repayment of the CSWs
from the Lux Subsidiary and receives an acceptance of that repayment request. Under the CSW agreement between the Company
and the Lux Subsidiary, any payment obligation by the Lux Subsidiary to the Company is conditional upon the receipt of an
equivalent amount by the Lux Subsidiary which is derived from the PPNs issued by BGCF. The Board is aware of this risk and
the concentration risk to the Lux Subsidiary and indirectly to BGCF.
Additionally, under the Profit Participating Note Issuing and Purchase Agreement ("PPNIPA") between the Lux Subsidiary and
BGCF, if the net proceeds from a liquidation of the collateral obligations as defined in the PPNIPA available to unsecured
creditors of BGCF (the "Liquidation Funds") are less than the aggregate amount payable by BGCF in respect of its
obligations to its unsecured creditors, including to the Lux Subsidiary and the other parties to the PPNIPA (such negative
amount being referred to as a "shortfall"), the amount payable by BGCF to the Lux Subsidiary and the other parties to the
PPNIPA in respect of BGCF's obligations under the PPNs will be reduced to such amount of the Liquidation Funds which is
available in accordance with the regulatory requirements and the senior debt restrictive covenants to satisfy such payment
obligation upon the distribution of the Liquidation Funds among all of BGCF's unsecured creditors on a pari passu and pro
rata basis, and shall be applied for the benefit of the Lux Subsidiary and the other parties to the PPNIPA. In such
circumstances the other assets of BGCF will not be available for the payment of such shortfall, and the rights of the Lux
Subsidiary and the other parties to the PPNIPA to receive any further amounts in respect of such obligations shall be
extinguished and the Noteholders and the other parties to the PPNIPA may not take any further action to recover such
amounts.
During the year ended 31 December 2016 all cash was placed with BNP Paribas Securities S.C.A, as Custodian. The ultimate
parent of BNP Paribas Securities S.C.A is BNP Paribas which is publicly traded with a credit rating of A (31 December 2015:
State Street Corporation - credit rating of A) from Standard & Poor's.
The credit risk associated with debtors is limited to other receivables. Credit risk is mitigated by the Company's policy
to only undertake significant transactions with leading commercial counterparties. It is the opinion of the Board that the
carrying amounts of these financial assets represent the maximum credit risk exposure as at the reporting date.
The Board continues to monitor the Company's exposure to credit risk.
Leveraged loan obligations held by BGCF are subject to unique risks, including the possible invalidation of an investment
as a fraudulent conveyance under relevant creditors' rights laws. Further, where exposure to leveraged loans is gained by
purchase of sub-participations there is the additional credit and bankruptcy risk of the direct participant and its failure
for whatever reason to account to BGCF for monies received in respect of leveraged loans directly held by it. In analysing
each leveraged loan or sub-participation, the Adviser compares the relative significance of the risks against the expected
benefits of the investment.
In purchasing sub-participations, BGCF generally will not have the right to enforce compliance by the obligor with the
terms of the applicable debt agreement nor directly benefit from the supporting collateral for the debt in respect of which
it has purchased a sub-participation. As a result, BGCF will assume the credit risk of both the obligor and the institution
selling the sub-participation. There were no sub-participations in the portfolio as at 31 December 2016 (31 December 2015:
Nil).
BGCF's credit risk concentration is spread between a number of counterparties. The top ten largest holdings represented
30.03% (31 December 2015: 65.65%) of BGCF's assets. The carrying amounts of financial assets best represent the maximum
credit risk exposure at the year-end date.
The Adviser, through its investment strategy for BGCF, endeavours to avoid losses relating to defaults on the underlying
assets. In-house research is used to identify asset allocation opportunities amongst potential borrowers and industry
segments and to take advantage of episodes of market mispricing. Segments and themes that are likely to be profitable are
subjected to rigorous analysis and risk is allocated to these opportunities consistent with investment objectives. All
transactions involve credit research analysts having relevant sector experience. In addition, each of BGCF's subsidiaries
is restricted by its prospectus; and the subsidiaries have narrow and well-defined objectives to provide investment
opportunities to investors. In order to avoid excessive concentration of risk, the policies and procedures include specific
guidelines to focus on maintaining a diversified portfolio.
The credit analysis involves developing a full understanding of the business and associated risk of the issuer and a full
analysis of the financial risk, which leads to an overall assessment of credit risk. The Adviser analyses credit
concentration based on the counterparty and industry of the financial assets that BGCF holds.
BGCF held investments with the following credit quality as rated by Moody's:
Rating 2016 2015
B1 18.4% 9.8%
B2 20.4% 13.3%
B3 1.9% 11.4%
Ba1 1.2% 1.1%
Ba2 2.4% -
Ba3 8.8% 2.3%
Caa1 0.5% -
Not Rated 46.4% 62.1%
Total 100% 100%
At the reporting date, BGCF's financial assets exposed to credit risk are as follows:
2016 2015
E E
Financial assets designated at fair value through profit or loss 620,460,349 322,907,494
Derivative financial assets - -
Receivables for investments sold 184,379,820 163,280,093
Other receivables 11,171,514 1,836,439
Cash at bank 30,013,469 46,030,319
Total 846,025,152 534,054,345
All the cash held by BGCF is held with Citibank N.A., London Branch which has a credit rating of A1 from Moody's as at 31
December 2016 (31 December 2015: A1).
10C Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulties in realising assets or otherwise raising funds to
meet financial commitments.
The Company has been established as a closed-ended vehicle. Accordingly, there is no right or entitlement attaching to the
Company's shares that allows them to be redeemed or repurchased by the Company at the option of the Shareholder. This
significantly reduces the liquidity risk of the Company.
Under the terms of the unsecured PPNs, BGCF is contractually obliged to ensure that its portfolio is managed in accordance
with the Company's investment objective and policy. In the event that BGCF fails to comply with these contractual
obligations, the Company, through the Lux Subsidiary, could elect for the unsecured PPNs to become immediately due and
repayable to it from BGCF, subject to any applicable legal, contractual and regulatory restrictions. Given the nature of
the investments held by BGCF there is no guarantee and indeed, it is highly unlikely that the applicable legal, contractual
and regulatory restrictions would permit BGCF to immediately repay the unsecured PPNs on the Company making such an
election.
If the Company were to elect for the unsecured PPNs to be repaid, BGCF's failure to fully comply with its contractual
obligations to do so or BGCF being restricted from doing so by law, regulation or contract could have a significant adverse
effect on the Company's business, financial condition, results of operations and NAV.
The PPNs are unsecured obligations of BGCF and amounts payable on the PPNs will be made solely from amounts received in
respect of the assets of BGCF available for distribution to its unsecured creditors. BGCF is permitted to incur leverage in
the form of secured debt by way of one or more revolving credit facilities. Such secured debt will rank ahead of the PPNs
in respect of any distributions or payments by BGCF. In an enforcement scenario under any revolving credit facility, the
provider(s) of such facilities will have the ability to enforce their security over the assets of BGCF and to dispose of or
liquidate, on their own behalf or through a security trustee or receiver, the assets of BGCF in a manner which is beyond
the control of the Company. In such an enforcement scenario, there is no guarantee that there will be sufficient proceeds
from the disposal or liquidation of BGCF's assets to repay any amounts due and payable on the PPNs and this may adversely
affect the performance of the Company's business, financial condition, results of operations and NAV.
Consequently, in the event of a materially adverse event occurring in relation to BGCF or the market generally, the ability
of the Company to realise its investment and prevent the possibility of further losses could, therefore, be limited by its
restricted ability to realise its investment via the Lux Subsidiary in BGCF. This delay could materially affect the value
of the PPNs and the timing of when BGCF is able to realise its investments, which may adversely affect the Company's
business, financial condition, results of operations, NAV and/or the market price of the shares.
The liquidity risk of BGCF as at 31 December 2016 is as follows:
Within 6 months 6 months - 2 years Greater than 2 years Total
E E E E
Payable for investments purchased (94,478,627) - - (94,478,627)
Financial liabilities at fair value - - (451,337,094) (451,337,094)
Variable funding notes - (297,388,234) - (297,388,234)
Derivative financial liabilities (1,481,665) - - (1,481,665)
Other payables and accrued expenses (1,336,872) - - (1,336,872)
(97,297,164) (297,388,234) (451,337,094) (846,022,492)
The liquidity risk of BGCF as at 31 December 2015 is as follows:
Within 6 months 6 months - 2 years Greater than 2 years Total
E E E E
Payable for investments purchased (145,433,283) - - (145,433,283)
Financial liabilities at fair value - - (311,012,708) (311,012,708)
Variable funding notes - - (60,189,177) (60,189,177)
Derivative financial liabilities (939,403) - - (939,403)
Other payables and accrued expenses (1,478,014) - - (1,478,014)
(147,850,700) - (371,201,885) (519,052,585)
To meet the Company's target dividend, the Company will require sufficient payments from the CSWs held and in the event
these are not received, the Board has the discretion to determine the amount of dividends paid to Shareholders.
11 Interests in other entities
Interests in unconsolidated structured entities
IFRS 12 "Disclosure of Interests in Other Entities" defines a structured entity as an entity that has been designed so that
voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights
relate to the administrative tasks only and the relevant activities are directed by means of contractual agreements. A
structured entity often has some of the following features or attributes:
i. Restricted activities;
ii. A narrow and well-defined objective;
iii. Insufficient equity to permit the structured entity to finance its activities without subordinated financial
support; and
iv. Financing in the form of multiple contractually linked instruments that create concentrations of credit or other
risks.
Involvement with unconsolidated structured entities
The Directors have concluded that the CSWs and voting shares of the Lux Subsidiary in which the Company invests, but that
it does not consolidate, meet the definition of a structured entity.
The Directors have also concluded that the PPNs held by the Lux Subsidiary in BGCF also meet the definition of a structured
entity.
Interests in subsidiary
As at 31 December 2016, the Company has a 100% notional holding of the entire outstanding notional balance of its Lux
Subsidiary being 2,000,000 Class A shares and one Class B share (31 December 2015: 20,000 Class A shares).
The Company held 100% of the entire outstanding notional balance in the Subsidiary until it was subsequently dissolved on
23 December 2015.
The 15 Class B2 shares held by the Subsidiary in BGCF were transferred in-specie to the Company. Each share had a nominal
value of E1 and a share premium of E999,999, resulting in the in-specie transfer being valued at E15,000,000. On 20
December 2016, the 15 Class B2 shares were cancelled and the proceeds were invested in CSWs issued by the Lux Subsidiary.
Other than the investments noted above, the Company did not provide any financial support for the years ended 31 December
2016 and 31 December 2015, nor had it any intention of providing financial or other support. In 2015, the Company provided
an intercompany loan of E30,000 to the Lux Subsidiary. This intercompany loan was settled in December 2016. Refer to Note 5
for further details.
12 Segmental reporting
As required by IFRS 8 "Operating Segments", the information provided to the Board, who are the chief operating
decision-makers, can be classified into one segment for the years ended 31 December 2016 and 31 December 2015. The only
share class in issue during the years ended 31 December 2016 and 31 December 2015 is the Euro share class.
For the years ended 31 December 2016 and 31 December 2015, the Company's primary exposure was to Europe.
13 Basic and diluted earnings per Euro share
As at31 December 2016 As at31 December 2015
E E
Total comprehensive income for the year 40,512,255 24,772,130
Weighted average number of shares during the period 327,635,459 321,499,853
Basic and diluted earnings per Euro share 0.1237 0.0771
14 Net asset value per Euro share
As at31December 2016 As at31 December 2015
E E
Net asset value 332,338,320 325,970,360
Number of shares at year end 324,600,700 331,319,700
Net asset value per Euro share 1.0238 0.9839
15 Reconciliation of NAV to published NAV
As at31 December 2016 As at31 December 2015
NAV NAV per share NAV NAV per share
E E E E
NAV attributable to Shareholders 332,338,320 1.0238 325,970,360 0.9839
Amortisation adjustment (7,168) (0.0000) - -
Published NAV 332,331,152 1.0238 325,970,360 0.9839
16 Related party transactions
All transactions between related parties were conducted on terms equivalent to those prevailing in an arm's length
transaction.
Transactions with entities with significant influence
In accordance with IAS 24 "Related Party Disclosures", the related parties and related party transactions during the year
comprised transactions with an affiliate of DFME. As at 31 December 2016 and 31 December 2015, Blackstone Asia Treasury Pte
held 50,000,000 Euro shares in the Company.
Blackstone Asia Treasury Pte undertook, by entering into a Lock-Up Agreement with the Company and Joint Brokers, not to
dispose the placing shares it acquired in the Company pursuant to the placing for a period of 12 months following
Admission. This agreement expired on 23 July 2015 and Blackstone Asia Treasury Pte continues to hold 50,000,000 Euro shares
in the Company.
Transactions with key management personnel
The Directors are the key management personnel as they are the persons who have the authority and responsibility for
planning, directing and controlling the activities of the Company. The Directors are entitled to remuneration for their
services. Refer to Note 4 for further detail.
Transactions with other related parties
At 31 December 2016, current employees of the Adviser and its affiliates, and accounts managed or advised by them, hold
524,875 Euro shares (31 December 2015: 524,875) which represents approximately 0.162% (31 December 2015: 0.162%) of the
issued shares of the Company.
The Company has exposure to the CLOs, originated by BGCF, through its investment in the Lux Subsidiary. The Adviser is also
appointed as a service support provider to BGCF and as the Collateral Manager to most of the CLOs. DFM has been appointed
as the Collateral Manager to Dorchester Park CLO Designated Activity Company and Bristol Park CLO Limited.
Transactions with Subsidiaries
The Company purchased 309,033,367 CSWs from the Lux Subsidiary during the year and held 295,083,703 CSWs as at 31 December
2016 (31 December 2015: Nil). Refer to Note 6 for further details.
As at 31 December 2016, the Company held 2,000,000 Class A shares and 1 Class B share in the Lux Subsidiary with a nominal
value of E2,000,001 (31 December 2015: 20,000 Class A shares with a nominal value of E20,000 in the Lux Subsidiary, 15
Class B2 shares with a nominal value of E15 and share premium of E14,999,985 in BGCF).
During the year ended 31 December 2016, the intercompany loan receivable of E30,000 from the Lux Subsidiary was repaid.
17 Controlling party
In the Directors' opinion, the Company has no ultimate controlling party.
18 Other events of BGCF
On 13 October 2016, Blackstone / GSO Corporate Funding EUR Fund (the "EUR Fund") and Blackstone / GSO Corporate Funding USD
Fund (the "USD Fund") were approved by the Central Bank of Ireland as sub-funds of Blackstone / GSO Investment Funds, a
unit trust authorised on 29 April 2008 under the Unit Trusts Act, 1990. On 1 November, BGCF issued a PPN to the value of
E116,000,000 to the EUR Fund which represented the initial investment.
BGCF established three new originated subsidiaries, namely Elm Park CLO Designated Activity Company, Griffith Park CLO
Designated Activity Company, and Clarinda Park CLO Designated Activity Company. BGCF established two new significant
investments in Bristol Park CLO Limited and Grippen Park CLO Warehouse, both of which are considered to be under BGCF's
control and hence are consolidated in BGCF's financial statements.
BGCF entered into a Forward Purchase Agreement with Elm Park CLO Designated Activity Company. This matured on 26 May 2016
when BGCF purchased E46,930,000 of its subordinated notes, representing 82.43% ownership in conjunction with the purchase
of the underlying assets by Elm Park CLO Designated Activity Company.
BGCF entered into a Forward Purchase Agreement with Griffith Park CLO Designated Activity Company. This matured on 8
September 2016 when BGCF purchased E29,000,000 of its subordinated notes, representing 59.55% ownership in conjunction with
the purchase of the underlying assets by Griffith Park CLO Designated Activity Company.
On 8 December 2016, BGCF purchased US $10,000,000 of Bristol Park CLO Limited's subordinated notes, representing 18.25%.
On 31 August 2016, BGCF invested US $5,000,000, and a further US $6,000,000 on 7 December 2016, in the form of preference
shares in Grippen Park CLO Warehouse managed by an affiliate of Blackstone / GSO Debt Funds Management Europe Limited.
BGCF entered into a Forward Purchase Agreement with Clarinda Park CLO Designated Activity Company. This matured on 15
November 2016 when BGCF purchased E23,100,000 of its subordinated notes, representing 51.22% ownership in conjunction with
the purchase of the underlying assets by Clarinda Park CLO Designated Activity Company.
On 1 November 2016, the total maximum funding amount for variable funding notes was reduced to E300,000,000.
On 20 December 2016, the Class B2 shares were cancelled and the value of E15 plus E14,999,985 premium was repaid to the
Company.
The Company subsequently invested E15,000,000 in additional Blackstone / GSO Loan Financing (Luxembourg) S.à.r.l. CSWs. The
proceeds from the issuance of the CSWs were then invested in additional PPNs.
BGCF's objective was updated on 3 February 2016. The update was incorporated in an amendment to the Profit Participating
Note Issuing and Purchase Agreement between, amongst others, BGCF and the Company. In summary the new investment objective
is:
BGCF's investment policy is to invest predominantly in (i) a diverse portfolio of senior secured loans (including broadly
syndicated, middle market or other loans) (such investments being made directly or through investments in Loan Warehouses;
(ii) CLO Securities; and (ii) other Risk Retention Companies.
As at 31 December 2016, BGCF has majority ownership of the subordinated notes of 10 CLO subsidiaries.
19 Significant events of the Company during the year
Please refer to the Executive Summary for details of significant events of the Company during the year.
20 Events after the reporting period
The Board has evaluated subsequent events for the Company through to 24 April 2017, the date the financial statements are
available to be issued, and, other than those listed below, concluded that there are no material events that require
disclosure or adjustment to the financial statements:
On 20 January 2017, the Board declared a dividend of E0.025 per Euro share in respect of the period from 1 October 2016 to
31 December 2016 with an ex-dividend date of 2 February 2017. A total payment of E8,115,018 was processed on 24 February
2017.
On 21 February 2017, the Company announced its intention to issue new Euro shares in the Company in response to current
demand from investors, under the placing programme by way of a placing of new Euro shares, as detailed in the Company's
Prospectus dated 31 March 2016.
On 3 March 2017, the Company announced that the placing had closed, raising E72.8 million (before costs and expenses)
through the issue of 71,380,746 Euro shares of no par value at a price of E1.02 per share. The placing price represented a
premium of approximately 2% to the unaudited NAV as at 31 January 2017, adjusted for the dividend declared on 20 January
2017 for the period to 31 December 2016. The new shares will be eligible for the dividend payable in respect of the period
from 1 January 2017 to 31 March 2017.
On 3 March 2017, Charlotte Valeur and Gary Clark purchased 11,500 and 20,000 Euro shares respectively pursuant to the
placing. As at the date of approval of these financial statements, Charlotte Valeur and Gary Clark held 11,500 and 73,700
Euro shares respectively in the Company.
On 8 March 2017 and on 14 March 2017, the Company announced that it had issued 1,000,000 new Euro shares of no par value
respectively. These shares were issued at a placing price of E1.03 per share raising E1.03 million (before costs and
expenses) to satisfy continued investor demand. The placing price represented a premium of approximately 3% to the
unaudited NAV as at 31 January 2017, adjusted for the dividend declared on 20 January 2017 for the period from 1 October
2016 to 31 December 2016. The new shares will be eligible for the dividend payable in respect of the period from 1
January 2017 to 31 March 2017.
On 29 March 2017, the Company announced the sale of 6,719,000 Euro shares out of treasury at a price of E1.0304 per share.
The sale raised gross proceeds of E6,923,258 and settlement took place on 31 March 2017.
On 24 April 2017, the Company declared a dividend of E0.025 per Euro share in respect of the period from 1 January 2017 to
31 March 2017. This dividend will be paid on 26 May 2017 to Shareholders on the register as at the close of business on 5
May 2017, and the corresponding ex-dividend date will be 4 May 2017.
The events after the reporting period for BGCF are disclosed below:
On 30 January 2017, with regard to the notes issued by Phoenix Park CLO Designated Activity Company, refinancing took
effect on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, pursuant to the supplemental trust deed. The
refinancing was notified to noteholders via the Irish Stock Exchange's company announcements section on 23 December 2016.
On 13 March 2017, Blackstone / GSO US Corporate Funding Limited, the US Majority Owned Affiliate ("US MOA") was funded.
Blackstone Holdings IV L.P and BGCF invested in Class A Preference shares issued by the US MOA.
On 14 March 2017, with regard to the classes of notes issued by Castle Park CLO DAC, refinancing took effect on the Class
A-1 Notes, the Class A-2A Notes, the Class A-2B Notes, the Class B Notes and the Class C Notes, pursuant to the
Supplemental Trust Deed. The refinancing was notified to noteholders via the Irish Stock Exchange's company announcements
section on 9 February 2017.
On 15 March 2017, BGCF redeemed its preference shares in the Grippen Park CLO Warehouse. Blackstone / GSO US Corporate
Funding Limited purchased US $35,622,000 of the subordinated notes in Grippen Park CLO Limited, representing 60.00%
ownership in conjunction with the purchase of the underlying assets by the Grippen Park CLO Warehouse.
Company Information
Management and Administrators
Director Registered Office (from 1 January 2016)
Ms Charlotte Valeur (Chair)Mr Philip AustinMr Gary ClarkMs Joanna DentskevichAll c/o the Company's registered office Liberte House
19-23 La Motte Street
St Helier
Jersey, JE2 4SY, Channel Islands
Adviser Registrar
Blackstone / GSO Debt Funds Management Europe Limited30 Herbert Street Capita Registrars (Jersey) Limited
2nd Floor 12 Castle Street
Dublin 2, Ireland St Helier
Jersey, JE2 3RT, Channel Islands
Joint Broker Joint Broker
Nplus1 Singer Advisory LLP Fidante Partners Europe Limited (trading as Fidante Capital)
1 Bartholomew Lane 1 Tudor Street
London, EC2N 2AX , United Kingdom London, EC4Y 0AH, United Kingdom
Legal Adviser to the Company (as to Jersey Law) from March 2015 Legal Adviser to the Company
(as to English Law)
Carey Olsen Herbert Smith Freehills LLP
47 Esplanade Exchange House
St Helier Primrose Street
Jersey LondonEC2A 2EGUnited Kingdom
JE1 0BD, Channel Islands
Reporting Accountant and Auditor Administrator / Company Secretary / Custodian (from 1 January 2016) / Depository (from 9 June 2016)
Deloitte LLP BNP Paribas Securities Services S.C.A.
Gaspe House66-72 EsplanadeSt HelierJE2 3QTChannel Islands (As from 10 April 2017) 44 Esplanade Liberté House
St. Helier 19-23 La Motte Street
JerseyJE4 8WAChannel Islands (Up to 9 April 2017) Jersey
JE4 5RL
Channel Islands
The person responsible for arranging for the release of this announcement on behalf of the Company is Siobhan Lavery of BNP
Paribas Securities Services S.C.A., Jersey Branch, Company Secretary.
BNP Paribas Securities Services S.C.A., Jersey Branch
Liberté House 19-23
La Motte Street St
Helier Jersey
JE2 4SY
Tel: +44 (0) 1534 709181
A copy of the Company's Annual Financial Report will be available shortly from the Company Secretary, (BNP Paribas
Securities Services S.C.A., Jersey Branch, 19-23 La Motte Street, St Helier, Jersey, JE2 4SY), or will be circulated on the
Company's website.
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
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