REG - P2P Global Inv PLC - Annual Financial Report <Origin Href="QuoteRef">BP.L</Origin> <Origin Href="QuoteRef">P2PG.L</Origin> - Part 3
15/07/2015 14:54
- Part 3: For the preceding part double click ID:nRSb4646Lb
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 Net Asset Value 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. "Adjusted Net Value" means the Net
Asset Value adjusted for: (i) any increases or decreases in Net Asset Value
arising from issues or repurchases of Ordinary 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 Company at any time during the relevant Calculation Period; (iii)
before deduction for any accrued performance fees; and (iv) to the extent that
the Company invests in any other investment fund or via any 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.
Administration
The Company has entered into an administration agreement with Citco Fund
Services (Ireland) Limited. The Company pays to the Administrator out of the
assets of the Company an annual administration fee based on the Company's net
assets subject to a monthly minimum charge. Administration fees for the period
totalled £57,948 of which £16,691 was payable at the period-end.
The Administrator shall also be entitled to be repaid out of the assets of the
Company all of its reasonable out-of-pocket expenses incurred on behalf of the
Company.
Company Secretary
Under the terms of the Company Secretarial Agreement, Capita Registrars
Limited is entitled to an annual fee of £45,000 (exclusive of VAT and
disbursements).
Registrar
Under the terms of the Registrar Agreement, the Registrar is entitled to an
annual maintenance fee of £1.25 per shareholder account per annum, subject to
a minimum fee of £2,500 per annum (exclusive of VAT).
Depositary
Under the terms of the Depositary Agreement, the Depositary is entitled to be
paid a fee of up to 0.025 per cent per annum of Net Asset Value, subject to a
minimum monthly fee of £3,000 (exclusive of VAT).
Loan Administration
The Company has appointed Deutsche Bank AG, London Branch (the "Loan
Administrator") to provide loan administration services following Admission.
The Loan Administrator will be entitled to receive a fee of 0.025 per cent of
Net Asset Value, subject to a minimum monthly fee of £2,000 (exclusive of
VAT), for the provision of loan administration services.
Other operational expenses
Other on-going operational expenses (excluding fees paid to service providers
as detailed above) of the Company will be borne by the Company including
printing, audit, finance costs, due diligence and legal fees. All reasonable
out of pocket expenses of the Investment Manager, the Administrator, the
Company Secretary, the Registrar, the Depositary, the Custodian, the Master
Servicer and the Directors relating to the Company will be borne by the
Company.
Auditors' remuneration
Remuneration for all work carried out for the Company by the statutory audit
firm in each of the following categories of work is disclosed below:
· the audit of the accounts;
· other non-audit services.
For the period ended 31 December 2014, total fees charged by
PricewaterhouseCoopers LLP amounted to £290,969 of which £95,000 related to
audit and audit related services to the Company and Eaglewood SPV 1 LP and
£195,969 in respect of non-audit services (£97,056 for other assurance
services (reporting accountant services in relation to the UK IPO) and £98,913
for tax advisory services).
10. TAXATION
Investment trust status
It is the intention of the Directors to conduct the affairs of the Company so
as to satisfy the conditions for approval as an investment trust. As at 31
December 2014, the Company does not hold more than 15% of its investments in
any single company. As an investment trust the Company is exempt from
corporation tax on capital gains. The Company's revenue income from loans is
taxable in the hands of the Company's shareholders and likewise is not subject
to corporation tax.
Any change in the Company's tax status or in taxation legislation generally
could affect the value of the investments held by the Company, affect the
Company's ability to provide returns to shareholders, lead the Company to lose
its exemption from UK corporation tax on chargeable gains or alter the
post-tax returns to shareholders. It is not possible to guarantee that the
Company will remain a non-close company, which is a requirement to maintain
status as an investment trust, as the ordinary shares are freely transferable.
The Company, in the unlikely event that it becomes aware that it is a close
company, or otherwise fails to meet the criteria for maintaining investment
trust status, will, as soon as reasonably practicable, notify shareholders of
this fact.
The tax charge for the year differs from the standard rate of corporation tax
in the UK of 21.49%. The differences are explained below:
Revenue £ Capital £ Total £
Net return on ordinary activities before taxation 3,843,436 617,765 4,461,201
Tax at the standard UK corporation tax rate of 21.49% 825,954 132,758 958,712
Effects of:
Capital items exempt from corporation tax - (132,758) (132,758)
Non-taxable income (825,954) - (825,954)
Total tax charge - - -
Overseas taxation
The Company may be subject to taxation under the tax rules of the
jurisdictions in which it invests, including by way of withholding of tax from
interest and other income receipts. Although the Company will endeavour to
minimise any such taxes this may affect the level of returns to shareholders.
11. NET ASSET VALUE PER ORDINARY SHARE
As at 31 December 2014
£
Net assets 200,351,145
Shares in issue 20,000,000
Net asset value per Ordinary Share 1,001.76p
12. SHAREHOLDERS' CAPITAL
Set out below is the issued share capital of the Company as at 31 December
2014.
Nominal value Number of shares
£
Ordinary Shares 200,000 20,000,000
On incorporation, the issued share capital of the Company was £0.01
represented by one ordinary share, held by the subscriber to the Company's
memorandum of association.
50,000 management shares of £1 par value were paid up in full on Admission and
redeemed out of the proceeds of the issue.
Rights attaching to the Ordinary Shares
The holders of ordinary shares shall be entitled to all of the Company's
remaining net assets after taking into account any net assets attributable to
any C Shares in issue.
The holders of the ordinary shares are entitled to receive, and to participate
in, any dividends declared in relation to the ordinary shares.
The ordinary shares shall carry the right to receive notice of, attend and
vote at general meetings of the Company.
The net return per ordinary share is calculated by dividing the net return on
ordinary activities after taxation by the number of shares in issue.
Voting rights
Subject to any rights or restrictions attached to any shares, on a show of
hands every shareholder present in person has one vote and every proxy present
who has been duly appointed by a shareholder entitled to vote has one vote,
and on a poll every shareholder (whether present in person or by proxy) has
one vote for every share of which he is the holder.
A shareholder entitled to more than one vote need not, if he votes, use all
his votes or cast all the votes he uses the same way. In the case of joint
holders, the vote of the senior who tenders a vote shall be accepted to the
exclusion of the vote of the other joint holders, and seniority shall be
determined by the order in which the names of the holders stand in the
Register.
No shareholder shall have any right to vote at any general meeting or at any
separate meeting of the holders of any class of shares, either in person or by
proxy, in respect of any share held by him unless all amounts presently
payable by him in respect of that share have been paid.
Variation of Rights & Distribution on Winding Up
If at any time the share capital of the Company is divided into different
classes of shares, the rights attached to any class may be varied either in
writing of the holders of three-quarters in nominal value of the issued shares
of that class or with the sanction of an extraordinary resolution passed at a
separate meeting of the holders of the shares of that class.
The Company has no fixed life but, pursuant to the Articles, an ordinary
resolution for the continuation of the Company will be proposed at the annual
general meeting of the Company to be held in 2019 and, if passed, every five
years thereafter. Upon any such resolution not being passed, proposals will be
put forward to the effect that the Company be wound up, liquidated,
reconstructed or unitised.
If the Company is wound up, the liquidator may divide among the shareholders
in specie the whole or any part of the assets of the Company and for that
purpose may value any assets and determine how the division shall be carried
out as between the shareholders or different classes of shareholders.
The table below shows the movement in shares during the period ended.
For the period from 6 December 2013 to 31 December 2014 Shares in issue at the beginning of the period Shares subscribed Shares redeemed Shares in issue at the end of the period
Management Shares - 50,000 (50,000) -
Ordinary Shares 1 19,999,999 - 20,000,000
Cash consideration was received for all subscriptions for shares.
13. DIVIDENDS PER ORDINARY SHARE
The following table summarises the amounts recognised as distributions to
equity shareholders in the period:
31 December 2014
£
2014 Interim dividend of 6.00p per share paid on 30 December 2014 1,200,000
Total 1,200,000
An interim dividend of 12.5p per ordinary share was declared by the Board on
20 February 2015 in respect of the period to 31 December 2014, which will be
paid on 2 April 2015 to shareholders on the register as of 6 March 2015. The
interim dividend has not been included as a liability in these accounts in
accordance with International Accounting Standard 10: Events After the Balance
Sheet Date.
14. RELATED PARTY TRANSACTIONS
Each of the Directors is entitled to receive a fee from the Company at such
rate as may be determined in accordance with the Articles. Save for the
Chairman of the Board, the fees are £25,000 for each Director per annum. The
Chairman's fee is £30,000 per annum. The Directors may also receive additional
fees for acting as Chairmen of any Board Committee. The current fee for
serving as the Chairman of a Board Committee is £3,000 per annum.
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
Company.
As at 31 December 2014, the Directors' interests in the Company's ordinary
shares were as follows:
2014
Simon King 10,000
Partners and Principals of the Investment Manager held 854,216 ordinary shares
in the Company at 31 December 2014.
The Company has invested in Eaglewood SPV I LP. The Manager and Sub-Manager of
the Company also acts as manager and sub-manager to Eaglewood SPV I LP. The
principal activity of Eaglewood SPV I LP is to invest in alternative finance
investments and related instruments, including P2P loans, with a view to
achieving the Company's investment objective. As at 31 December 2014, the
Company is the sole limited partner in Eaglewood SPV I LP and its net asset
value was £70,428,208. The Company received income from Eaglewood SPV I LP of
£2,667,617.
15. SUBSEQUENT EVENTS
A new prospectus for the Company was issued on 12 January 2015.
The Company issued additional equity in the form of 25,000,000 C Shares which
were admitted to the premium listing segment of the Official List of the UK
Listing Authority and to trading on the London Stock Exchange's main market
for listed securities on 29 January 2015.
The Company redeemed its holding in Fairway Master Fund LP on 1 March 2015 and
on the same date the Company's assets of the Fairway Master Fund LP were
acquired by Eaglewood SPV I LP.
In January 2015, the Company invested in one ordinary share in P2PCL 1 PLC.
This investment gives P2P Global Investments controlling interest in this
subsidiary company. The subsidiary company was used to enter a leverage
facility with a European bank to enhance returns on a consumer loan
portfolio.
There were no other significant events subsequent to the period end.
ANNUAL REPORT
Printed copies of the Annual Report will be sent to shareholders shortly.
Additional copies may be obtained from the Corporate Secretary, Capita Company
Secretarial Services Limited, on 020 7954 9796.
ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held on Monday, 15 June 2015
at 3.00pm at RSA House, 8 John Adam Street, London, WC2N 6EZ.
NATIONAL STORAGE MECHANISM
A copy of the Annual Report and Accounts will be submitted shortly to the
National Storage Mechanism ("NSM") and will be available for inspection at the
NSM, which is situated at: www.morningstar.co.uk/uk/nsm
ENDS
This information is provided by RNS
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