Blackstone/GSO LnFin - Final Results - Part 4
21/04/2016 17:45
- Part 4: For the preceding part double click ID:nRSU9863Vc
not to
dispose of the placing shares it acquired in the Company pursuant to the
placing for a period of 12 months from Admission. This agreement expired on 23
July 2015 and Blackstone Asia Treasury Pte continues to hold 50,000,000 shares
as at 31 December 2015.
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 for year ended 31 December 2015 and the period
ended 31 December 2014.
During the year ended 31 December 2015, the Company incurred Directors' fees
for services as Directors and out-of-pocket expenses of E252,500 (2014:
E89,334) (of which E51,048 (2014: E26,132) was outstanding at the year end.
No Director, except Mr Clark, had any beneficial interest in the shares of the
Company during the year ended 31 December 2015. Mr Clark purchased 25,000 Euro
Shares in the Company pursuant to the placing. Mr Clark did not sell any
shares during the year and continues to hold 25,000 shares as at 31 December
2015. The Company Secretary had no beneficial interest in the shares of the
Company during the year ended 31 December 2015.
Mr Austin is also a Director of Blackstone / GSO Debt Funds Europe Limited.
The following Directors' fees were paid during the year:
Year ended 31 December 2015 E Period ended
31 December 2014 E
Ms Charlotte Valeur 76,515 27,070
Mr Philip Austin 53,561 18,950
Mr Garry Clark 61,212 21,657
Ms Joanna Dentskevich 61,212 21,657
252,500 89,334
TRANSACTIONS WITH OTHER RELATED PARTIES
At 31 December 2015, current employees of, and accounts managed or advised by
the Adviser and its affiliates, hold 524,875 Euro shares (for the period ended
31 December 2014: 1,222,322) which represents approximately 0.16% (for the
period ended 31 December 2014: 0.41%) of the issued shares of the Company. The
reduction of 697,447 shares in this category during the year represented the
re-classification of employees, not sales.
The Company invests in PPNs of BGCF. The Adviser is also appointed as a
service support provider to BGCF and as the Collateral Manager to the CLOs
originated by BGCF.
TRANSACTION WITH SUBSIDIARIES
During the year ended 31 December 2015, the Company had two subsidiaries for
financial reporting purposes. The Subsidiary, Blackstone / GSO Loan Financing
2 Limited, was a private company incorporated in Jersey. The Company's
investment in this private company vehicle is detailed in note 9.
During the year ended 31 December 2015, the Subsidiary transferred its
investment in BGCF to the Company through the use of an in-specie transfer.
The Subsidiary was dissolved on 23 December 2015. The value of the holdings by
the Company in BGCF at 31 December 2015 was E15,000,000 (31 December 2014:
Nil) and the value off the holding in the Subsidiary at 31 December 2015 was
Nil (31 December 2014: E15,000,000).
The Lux Subsidiary, Blackstone / GSO Loan Financing (Luxembourg) S.a.r.l. was
incorporated on 23 July 2015 with 20,000 Class A shares issued to the
Company.
The value of the Lux Subsidiary holding at 31 December 2015 was E20,000 (2014:
Nil).
11 DERIVATIVE FINANCIAL INSTRUMENTS
The Company does not hold any derivative financial instruments. It has limited
direct exposure to currency risk therefore it had no currency hedges in place
at 31 December 2015 or 31 December 2014.
12 RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS
The main risks arising from the Company's financial instruments are market
risk, which comprises: interest rate risk, valuation risk and foreign currency
risk, credit risk and liquidity risk.
(A) MARKET RISK
Market risk is the risk that the Company's performance will be adversely
affected by changes in the markets in which it invests. The Company holds
three investments, one in the form of PPNs in BGCF which is the main driver of
the Company's performance, the second is the investment in BGCF through its
holding of Class B2 shares in BGCF and the third is the investment in the Lux
Subsidiary through its holding of Class A shares in the Lux Subsidiary.
The performance of the PPNs is driven by the underlying portfolio of BGCF and
therefore consideration of the market risks to which that company is exposed
have also been made. BGCF invests predominantly in below investment grade
senior secured loans domiciled in Western Europe or North America. As such,
the Company and BGCF could be particularly exposed to any deterioration in the
current European or American economic climate.
BGCF is subject to investment limits when it holds senior secured loans
directly on its portfolio. BGCF also invests in CLOs with each CLO being
subject to investment limits. These investment limits amongst others relate to
the number of positions held by obligor, industry sector, credit rating and
weighted average life and rating of the portfolio.
Financial market disruptions may have a negative effect on the valuations of
BGCF's investments and, by extension, on the NAV and/or the market price of
the Company's ordinary shares, and on liquidity events involving BGCF's
investments. Any non-performing assets in BGCF's portfolio may cause the value
of BGCF's portfolio to decrease and, by extension, the NAV of the Company.
Adverse economic conditions may also decrease the value of any security
obtained in relation to any of BGCF's investments.
A sensitivity analysis is shown below disclosing the impact on the NAV of the
Company, if the fair value of the Company's investment in BGCF at the period
end increased or decreased by 5%:
Current value Year ended 31 December 2015 TotalE Increase by Decrease by 5%
5%
Investments held at fair value through profit or loss
PPNs 311,012,708 326,563,343 295,462,073
Investment in BGCF 15,000,000 15,750,000 14,250,000
Investment in the Lux Subsidiary 20,000 21,000 19,000
Current value Period ended 31 December 2014 TotalE Increase by Decrease by 5%
5%
Investments held at fair value through profit or loss
PPNs 284,277,149 298,491,006 270,063,292
Investment in the Subsidiary 15,000,000 15,750,000 14,250,000
The calculations are based on the investment valuation at the Statement of
Financial Position date and are not representative of the period as a whole,
and may not be reflective of future market conditions.
i. Interest rate risk
Interest rate movements affect the fair value of investments in fixed interest
rate securities and floating rate loans and on the level of income receivable
on cash deposits.
The majority of the Company's interest rate exposure arises in the fair value
of the underlying BGCF portfolio which is largely invested in below investment
grade senior secured loans of companies predominantly in Western Europe or
North America. Most of the investments in senior secured loans carry variable
interest rates and various maturity dates.
The following table details BGCF's direct exposure in all direct holdings to
interest rate risk. It includes BGCF's assets and trading liabilities at fair
values, categorised by whether the asset or liability has a floating rate or
is non-interest bearing measured by the carrying value of the assets and
liabilities at 31 December 2015:
BGCF Floating rate Non-interestbearing Total
E E E
Financial assets at fair value through profit or loss:
Designated at fair value through profit or loss:
- Investments 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)
The following table details BGCF's direct exposure in all direct holdings to
interest rate risk. It includes BGCF's assets and trading liabilities at fair
values, categorised by whether the asset or liability has a floating rate or
is non-interest bearing measured by the carrying value of the assets and
liabilities at 31 December 2014:
BGCF Floating rate Non-interestbearing Total
E E E
Financial assets at fair value through profit or loss:
Designated at fair value through profit or loss:
- Investments 587,168,958 - 587,168,958
Held for trading
- Derivative financial asset 33,785 33,785
Receivable for investments sold - 472,771,051 472,771,051
Other receivables - 5,501,703 5,501,703
Cash and cash equivalents 91,601,158 - 91,601,158
Total assets 678,770,116 478,306,539 1,157,076,655
Financial liabilities at fair value through profit or loss:
Designated at fair value through profit or loss:
- Notes and credit facilities (686,600,398) - (686,600,398)
Held for trading
- Derivative financial liability - (288,660) (288,660)
Payable for investments purchased - (447,523,872) (447,523,872)
Other payables and accrued expenses - (7,662,865) (7,662,865)
Total liabilities (686,600,398) (455,475,397) (1,142,075,795)
Total interest sensitivity gap (7,830,282)
Sensitivity analysis
At 31 December 2015, had the base interest rates strengthened/weakened by 2%
(31 December 2014: 2%) in relation to all holdings subject to interest with
all other variables held constant, this would increase/decrease BGCF's
performance by E45,281 (31 December 2014: E156,606) (which would subsequently
impact the amount available for distribution to the Company. 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 and its NAV could
vary significantly from those experienced in the current financial period.
The following tables detail the Company's interest rate risk as at 31 December
2015 and 21 December 2014:
31 December 2015 Floating rate Non-interest bearing Total
E E E
Assets
Investments held at fair value through profit or loss 311,012,708 15,020,000 326,032,708
Cash and cash equivalents 252,610 - 252,610
Other receivables and prepayments - 62,365 62,365
Total assets 311,265,318 15,082,365 326,347,683
Liabilities
Payables - (377,323) (377,323)
Total liabilities - (377,323) (377,323)
Total interest sensitivity gap 311,265,318
31 December 2014 Floating rate Non-interest bearing Total
E E E
Assets
Investments held at fair value through profit or loss 284,277,149 15,000,000 299,277,149
Cash and cash equivalents 86,944 - 86,944
Other receivables and prepayments - 21,223 21,223
Total assets 284,364,093 15,021,223 299,385,316
Liabilities
Payables - (433,756) (433,756)
Total liabilities - (433,756) (433,756)
Total interest sensitivity gap 284,364,093
The interest income received from investments held at fair value through
profit or loss is the interest income on the PPN received from BGCF. It's
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 the BGCF's holdings which in turn will impact the interest income
received at Company level.
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 and BGCF is the Euro. Certain of BGCF's
assets are typically invested in securities and other investments which are
denominated in other currencies. Accordingly, BGCF is subject to foreign
currency exchange risks and the value of its assets may be affected by
fluctuations in foreign currency exchange rates. BGCF may utilise financial
instruments to hedge against declines in the value of such assets as a result
of changes in currency exchange rates. As at 31 December 2015 BGCF held a
foreign currency swap on its investment in Dorchester Park CLO Limited since
it has a base currency of U.S Dollars. The unrealised loss on the foreign
currency swap as at 31 December 2015 was E939,403.
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 Company is not subject to significant foreign currency risk since it's
investments are denominated in Euro and its share capital is also denominated
in Euro.
iii. Other price risk
Other price risk is the risk that the valuation of the Company's investments
in BGCF, and accordingly the periodic calculation of the NAV of the Company's
ordinary 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.
(B) 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
counterparty risk which is reviewed on an ongoing basis.
The Company's credit risk is attributable to its investments at fair value
through profit or loss, cash and cash equivalents and other receivables. 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:
2015E 2014
E
Investments at fair value through profit or loss 326,032,708 299,277,149
Cash and cash equivalents 252,610 86,944
Other receivables 62,365 21,223
Total assets 326,347,683 299,385,316
The Company is exposed to a potential material singular credit risk in the
event that it requests a repayment of the PPNs from BGCF and receives an
acceptance of that repayment request. The Board is aware of this risk and the
concentration risk to BGCF.
Leveraged loan sub-investment grade senior secured 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
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 2015 (As at 31 December 2014: Nil).
BGCF's credit risk concentration is spread between a number of counterparties.
The top ten largest holdings represented 65.65% (for the period ended 31
December 2014: 33.9%) 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 mis-pricing.
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 analysis
having relevant sector experience.
The 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.
During the year ended 31 December 2015 all cash was placed with the State
Street Custodial Services (Jersey) Limited, as Custodian. The ultimate parent
of State Street Custodial Services (Jersey) Limited is State Street
Corporation which is publicly traded with a credit rating of A (as at 31
December 2014: 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.
(C) 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 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 and
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 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 2015 is as follows:
Within 6 months Greater than 6 months Total
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)
The liquidity risk of BGCF as at 31 December 2014 is as follows:
Within 6 months Greater than 6 months Total
E E E
Payable for investments purchased (447,523,872) - (447,523,872)
Financial liabilities at fair value - (284,277,149) (284,277,149)
Variable funding notes - (402,323,249) (402,323,249)
Derivative financial liabilities (288,660) - (288,660)
Other payables and accrued expenses (7,662,865) - (7,662,865)
(455,475,397) (686,600,398) (1,142,075,795)
To meet the Company's target dividend, the Company will require sufficient
payments from the PPNs held and in the event these are not received, the Board
has the discretion to determine the amount of dividends paid to shareholders.
13 EARNINGS PER SHARE
The earnings per share (the "EPS") is calculated by dividing the profit or
loss for the year/period attributable to the participating Shareholders by the
weighted average number of shares outstanding in the year.
YEAR ENDED 31 DECEMBER 2015 Euro share classE
Income for the year attributable to the Shareholders 24,772,130
Number of ordinary shares on a weighted average basis 321,499,853
Earnings per share 0.08
For year ended 31 December 2015, there are no potential ordinary shares in
existence at the year end, hence no diluted EPS is shown.
PERIOD ENDED 31 DECEMBER 2014 Euro share classE
Loss for the period attributable to the Shareholders (2,248,440)
Number of ordinary shares on a weighted average basis 292,155,556
Loss per share (0.01)
For the period ended 31 December 2014, there were no potential ordinary shares
in existence at the period end, hence no diluted EPS is shown.
Please note that the earnings per share of E0.00 as disclosed in the half
yearly financial report for the period ended 30 June 2015 was calculated net
of the distributions to Shareholders. The earnings per share gross of
distributions as at 30 June 2015 to Shareholders was E0.05.
14 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 year ended 31 December 2015 and the period ended 31 December 2014.
The only share class in issue during year ended 31 December 2015 and the
period ended 31 December 2014 is the Euro share class.
For the year ended 31 December 2015 and the period ended 31 December 2014, the
Company's primary exposure was to Europe.
15 TAXATION
The Company is subject to Jersey tax at a rate of 0%.
16 DISTRIBUTIONS
The Company may, by ordinary resolution, declare dividends in accordance with
the respective rights of the Shareholders, but no such dividend shall exceed
the amount recommended by the Directors. The Directors may pay fixed rate and
interim dividends.
A general meeting declaring a dividend may, upon the recommendation of the
Directors, direct that payment of a dividend shall be satisfied wholly or
partly by the issue of shares or the distribution of assets and the Directors
shall give effect to such resolution.
Except as otherwise provided by the rights attaching to or terms of issue of
any shares, all dividends shall be apportioned and paid pro rata according to
the amounts paid on the shares during any portion or portions of the period in
respect of which the dividend is paid. No dividend or other monies payable in
respect of a share shall bear interest against the Company.
The Directors may deduct from any dividend or other moneys payable to a
Shareholder all sums of money (if any) presently payable by the holder to the
Company on account of calls or otherwise in relation to such shares.
Any dividend unclaimed after a period of 10 years from the date on which it
became payable shall, if the Directors so resolve, be forfeited and cease to
remain owing by the Company.
The Board declared the following distributions during the year:
On 22 January 2015, the Board declared a dividend of E0.0265 per Euro share in
respect of the period from Admission to 31 December 2014 with an ex-dividend
date of 29 January 2015. A total payment of E7,981,800 was processed on 20
February 2015.
On 23 April 2015, the Board declared a dividend of E0.02 per Euro share in
respect of the year from 1 January 2015 to 31 March 2015 with an ex-dividend
date of 30 April 2015. A total payment of E6,626,394 was processed on 22 May
2015.
On 21 July 2015, the Board declared a dividend of E0.02 per Euro share in
respect of the year from 1 April 2015 to 30 June 2015 with an ex-dividend date
of 30 July 2015. A total payment of E6,626,394 was processed on 21 August
2015.
On 21 October 2015, the Board declared a dividend of E0.02 per Euro share in
respect of the year from 1 July 2015 to 30 September 2015 with an ex-dividend
date of 29 October 2015. A total payment of E6,626,394 was processed on 20
November 2015.
Please refer to note 19 for distributions made after the period end.
17 OTHER EVENTS OF BGCF
BGCF entered into a Forward Purchase Agreement with Dorchester Park CLO
Limited. This matured on 26 February 2015 when Dorchester Park CLO Limited
closed and the Company purchased 60.95% of its Subordinated Notes in
conjunction with the purchase of the underlying assets by Dorchester Park CLO
Limited.
BGCF entered into a Forward Purchase Agreement with Dartry Park CLO Designated
Activity Company. This matured on 16 March 2015 when Dartry Park CLO
Designated Activity Company closed and the Company purchased 51.12% of its
Subordinated Notes in conjunction with the purchase of the underlying assets
by Dartry Park CLO Designated Activity Company.
BGCF entered into a Forward Purchase Agreement with Orwell Park CLO Designated
Activity Company. This matured on 04 June 2015 when Orwell Park CLO Designated
Activity Company closed and the Company purchased 51.00% of its Subordinated
Notes in conjunction with the purchase of the underlying assets by Orwell Park
CLO Designated Activity Company.
BGCF entered into a Forward Purchase Agreement with Tymon Park CLO Limited.
This matured on 17 December 2015 when Tymon Park CLO Limited closed and the
Company purchased 51.00% of its Subordinated Notes in conjunction with the
purchase of the underlying assets by Tymon Park CLO Limited.
As at 31 December 2015 BGCF has majority ownership of the Subordinated Notes
of seven CLO subsidiaries.
18 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.
19 SUBSEQUENT EVENTS
On 28 January 2016, the Board declared a dividend of E0.02 per Euro share in
respect of the period from 1 October 2015 to 31 December 2015 with an
ex-dividend date of 4 February 2016. A total payment of E6,626,394 was
processed on 26 February 2016. On 20 April 2016, the Company declared a
dividend of E0.02 per Euro share dividend in respect of the period from 1
January 2016 to 31 March 2016. This dividend will be paid on 20 May 2016 to
Shareholders on the register as at the close of business on 29 April 2016.
On 1 January 2016, BNPP replaced State Street Fund Services (Jersey) Limited
as the Administrator / Company Secretary and State Street Custodial Services
(Jersey) Limited as the Custodian.
The PPNs were transferred from the Company to the Lux Subsidiary on 3 February
2016 for the following consideration:
PPNs with a nominal value of E315,929,526 and market value of E311,012,708
were exchanged for 1,980,000 Class A shares, 1 Class B shares and for
309,033,367 B Warrants (with a nominal value of E1 each).
The Company's investment objective was updated and approved by the
Shareholders at an Extraordinary General Meeting held on 29 February 2016. The
updated investment objective is as follows:
The Company's investment objective is to provide Shareholders with stable and
growing income returns, and to grow the capital value of the investment
portfolio by exposure predominantly to floating rate senior secured loans
directly and indirectly through CLO Securities and investments in Loan
Warehouses. The Company seeks to achieve its investment objective solely
through exposure (directly or indirectly) to one or more risk retention
companies or entities established from time to time ("Risk Retention
Companies").
The amendments to the Company's investment objective and consequential updates
to its investment policies enables the Company to invest in entities other
than BGCF.
There were no other significant events affecting the Company since the year
end which required adjustment to or disclosure in the financial statements.
20 APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements were approved and authorised for issue by the
Directors on 21 April 2016.
MANAGEMENT AND ADMINISTRATORS
DIRECTORS* ADVISER
Ms Charlotte Valeur (Chair) Blackstone / GSO Debt Funds Management Europe Limited
Mr Philip Austin Arthur Cox Building
Mr Gary Clark Earlsfort Terrace
Ms Joanna Dentskevich Dublin 2, Ireland
All c/o the Company's registered office
REGISTERED OFFICE (to 31 December 2015) REGISTERED OFFICE (from 1 January 2016)
Lime Grove Liberte House
Green Street 19-23 La Motte Street
St Helier St Helier
Jersey, JE1 2ST, Channel Islands Jersey, JE4 5RL, Channel Islands
ADMINISRATOR / COMPANY SECRETARY (to 31 December 2015) ADMINISTRATOR / COMPANY SECRETARY / CUSTODIAN (from 1 January 2016)
State Street Fund Services (Jersey) Limited BNP Paribas Securities Services S.C.A.
Lime Grove House Liberte House
Green Street 19-23 La Motte Street
St Helier Jersey
Jersey JE4 5RL
JE1 2ST Channel Islands
Channel Islands
CUSTODIAN (to 31 December 2015) REPORTING ACCOUNTANT AND AUDITOR
State Street Custodial Services (Jersey) Limited Deloitte LLP
Lime Grove House PO Box 403
Green Street 44 Esplanade
St Helier St. Helier
Jersey, JE1 2ST, Channel Islands Jersey, JE4 8WA, Channel Islands
JOINT FINANCIAL ADVISERS, BOOKRUNNERS AND GLOBAL CO-ORDINATORS JOINT FINANCIAL ADVISERS, BOOKRUNNDERS AND GLOBAL CO ORDINATORS
Nplus1 Singer Advisory LLP Fidante Partners Europe Limited
1 Bartholomew Lane 1 Tudor Street
London, EC2N 2AX , United Kingdom London, EC4Y 0AH, United Kingdom
LEGAL ADVISER TO THE COMPANY LEGAL ADVISER TO THE COMPANY (AS TO JERSEY LAW) from March 2015
(AS TO JERSEY LAW) until March 2015
Ogier Legal Jersey Carey Olsen
Ogier House 47 Esplanade
The Esplanade St Helier
St Helier Jersey
Jersey, JE4 9WG, Channel Islands JE1 0BD, Channel Islands
LEGAL ADVISERS TO THE COMPANY LEGAL ADVISER TO DFME
(AS TO ENGLISH LAW) (AS TO ENGLISH AND U.S. LAW)
Herbert Smith Freehils LLP Weil, Gotshal & Manges
Exchange House 110 Fetter Lane
Primrose Street London
London, EC2A 2EG, United Kingdom EC4A 1AY, United Kingdom
REGISTRAR
Capita Registrars (Jersey) Limited
12 Castle Street
St Helier
Jersey, JE2 3RT, Channel Islands
* All Directors of Blackstone / GSO Loan Financing Limited are
Non-Executive Directors.
Enquiries:
BNP Paribas Securities Services S.C.A., Jersey Branch
Liberté House - 19-23 La Motte Street - St Helier - Jersey - JE2 4SY
Company Secretary
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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