REG - ICG-Longbow Senior - Annual Report & Financial Statements 31 Jan 2026
07/05/2026 07:00
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RNS Number : 3199D ICG-Longbow Snr Sec UK Prop DebtInv 07 May 2026
ICG-Longbow Senior Secured UK Property Debt Investments Limited
Annual Report And Financial Statements
For the year ended 31 January 2026
Company Number: 55917
Contents Page
Overview
Corporate Summary 3
Financial Summary 4
Chairman's Statement 5
Investment Manager's Report 8
Investment Policy 12
Governance
Board of Directors 13
Report of the Directors 14
Directors' Responsibilities Statement 22
Corporate Governance Report 24
Report of the Audit and Risk Committee 37
Independent Auditor's Report 42
Financial Statements
Statement of Comprehensive Income 50
Statement of Financial Position 51
Statement of Changes In Equity 52
Statement of Cash Flows 53
Notes to the Financial Statements 54
Other Information
Alternative Performance Measures 75
Glossary of Capitalised Defined Terms 76
Directors and General Information 79
Cautionary Statement 80
All capitalised terms are defined in the Glossary of Capitalised Defined Terms
on pages 76 to 78 unless separately defined.
Corporate Summary
Investment Objective
In line with the revised Investment Objective and Policy approved by
shareholders at the Extraordinary General Meeting in January 2021, the Company
is undertaking an orderly realisation of its investments.
Structure
The Company is a non‑cellular company limited by shares and incorporated in
Guernsey on 29 November 2012 under the Companies Law. The Company's
registration number is 55917 and it has been registered with the Guernsey
Financial Services Commission (GFSC) as a registered closed‑ended collective
investment scheme. The Company's Ordinary Shares were admitted to the premium
segment of the Financial Conduct Authority's (FCA) Official List and to
trading on the Main Market of the London Stock Exchange as part of its IPO
which completed on 5 February 2013. The issued share capital comprises the
Company's Ordinary Shares denominated in Pounds Sterling.
Investment Manager
The Company has appointed ICG Alternative Investment Limited as external
discretionary investment manager, under the Alternative Investment Fund
Managers Directive (AIFMD) within a remit set by the Board.
Financial Summary
for the year ended 31 January 2026
Key Developments
· The Company has two investments remaining, following the sale
of the asset securing the Affinity loan and subsequent return of capital to
investors. The Affinity sale was concluded at a price ahead of the carrying
value of the loan.
· The Southport hotel asset has exchanged conditional contracts
for sale, however there is no assurance this transaction will complete.
· The RoyaleLife portfolio continues to be managed by a new
operator with a clear business plan to drive income and growth and enhance the
value of the portfolio. The portfolio is on the market for sale.
· Adjusting for the return of shareholder capital during the
period of 8 pence per share, the Company has recorded a decrease in NAV per
share of 2.00 pence compared to 31 January 2025.
Performance
· NAV of £20.80 million as at 31 January 2026 after return of
capital of £9.70 million and ECL adjustments of £(35.31 million) (31 January
2025: £32.93 million after ECL adjustments of £(38.13) million).
· Distribution of 8.00 pence per share on 16 July 2025 following
Affinity sale.
· NAV per share as at 31 January 2026 of 17.15 pence (31 January
2025: 27.15 pence).
· Loss after tax of £(2.42) million for the year ended 31
January 2026 (31 January 2025: £(3.30) million).
· Loss per share for the year of (1.99) pence (31 January 2025:
(2.72) pence).
Dividend
· In line with the Board's guidance, no dividends were declared
or paid in the year to 31 January 2026 (year to 31 January 2025: nil).
Investment Portfolio
· As at 31 January 2026, the Company's investment portfolio
comprised two loans with an aggregate principal balance of £41.98 million,
and a carrying value after provision for ECL of £18.21 million (31 January
2025: three loans with an aggregate principal balance of £57.75 million, and
a carrying value of £29.90 million).
· The Company is seeking to realise the remaining investments,
through either enforcement processes or open market sales. The Investment
Manager continues to seek opportunities to enhance value and so maximise
recoveries.
*Unless stated otherwise, loan balances are stated gross of ECL provisions for
impairment. A comparison to the carrying value of the loans is set out in
Note 5 to the accounts.
Chairman's Statement
On behalf of the Board, I present the Annual Report for the Company for the
year ended 31 January 2026.
The Company continues to pursue exits of its two remaining investments. During
the year, the asset securing the Affinity loan was sold ahead of book value,
allowing for a capital distribution to shareholders. As at the date of this
report, conditional contracts have been exchanged on the sale of the Southport
hotel asset. The portfolio securing the largest part of the Royale loan has
been re-launched to market, with a smaller sub-portfolio of sites under
offer. The Investment Manager reports below on the latest position in each
sale process.
As the Investment Manager reports below, while investment market conditions
steadily improved during 2025, particularly liquidity in finance markets, the
early months of 2026 have seen challenges to returns driven by the impact of
the Iran War on the volatility and pricing of risk assets. Particularly
relevant for the Company is the further upwards movement in interest rates
with the benchmark five-year swap rate now 65 bp higher than the prior year.
While there does not yet appear to be any evidence of changes to real estate
values resulting from the Iran conflict, the Board and Investment Manager
remain watchful.
During the period the Investment Manager secured an exit from the Company's
Affinity loan through a sale of the asset at a headline price of £10.2
million, ahead of book value. This allowed the Company to make a £9.7
million (8.0 pence per share) distribution to shareholders, in July 2025.
Since then, the Company has received a further £0.2m of proceeds from
post-completion reconciliation adjustments, along with modest income from cash
deposits held.
The Board is acutely aware that following this repayment, the remaining assets
are not generating cash income for the Company and over the period have in
fact required working capital support. The Southport hotel remains under
offer at a price ahead of current book value, with contracts exchanged at that
level and a small deposit paid. Unfortunately, securing freeholder consent
to the sale from the local council has proved challenging and time consuming
although both the Company and the bidder are working constructively to try and
reach a conclusion and thus allow the sale to complete. The Board shares
shareholder frustration with these protracted delays but is satisfied that the
Investment Manager is using their best endeavours to complete this
transaction.
In early 2026 the assets securing the Royale loan were brought to market for
sale. While the vast majority of the portfolio is being sold as a block, a
smaller sub-portfolio of four non-core assets was separately marketed and is
currently under offer. At the time of writing due diligence is being
undertaken on the core portfolio by a number of leading institutional, private
equity and trade buyers although the selling agent has yet to call for bids.
As a result the Board and Investment Manager have taken a range of valuation
guidance in determining the appropriate carrying value for the loan, as set
out below.
Shareholders will recall that a legal claim has been filed by the lenders
(including the Company) against Avison Young, the valuer of the Royale
portfolio assets. As reported last year, while we will provide updates on any
material developments in respect of the claim, for legal reasons we are not
currently in a position to provide detail and no value is ascribed to the
claim in these accounts. Nonetheless, shareholders may be interested to know
that during the year further claims were made against Avison Young by
different third party lenders to the Royale group, one of which has now been
settled.
The Board has continued its focus on controlling costs, with expenses reduced
by £0.1 million during the year as a consequence of the reduction in the size
of the Board, the Investment Manager's lower fee rate and economies achieved
elsewhere. The Board remains focused on running the Company as efficiently
as possible during the final period of its wind down.
Valuation and Impairment
The Board and Investment Manager have continued to consider carefully the
expected realisable value of its two remaining investments, balancing the
range of anticipated proceeds and the target timeframe for returning capital
to investors. As in previous years, the Board is seeking to balance the
opportunity cost of holding capital in these non-income producing assets
against the below-market pricing that would be required to realise proceeds
more quickly. For now, we believe the Investment Manager is taking the
correct approach in holding out for fair and reasonable prices.
Chairman's Statement (continued)
The Board has considered the sensitivity to both price movements and timings
as set out in note 5 to the accounts. Accounting standards require us to
provide against unpaid interest, which has led to adjustments to the ECL
(Expected Credit Loss) provisions on the remaining investments.
In aggregate, ECL provisions totalling net £5.29 million have been charged in
the reporting period, reflecting £2.95 million related to loan principal
(reduction in NAV) and £2.34 million in respect of accrued but unpaid default
interest. There was also a £1.1 million ECL charge reversed in the year from
the sale of Affinity. Although there was a gain on the sale, net proceeds had
to reverse previous ECL charges on the loan.
The breakdown of the £5.29 million ECL charge across the loans is as
follows:
· RoyaleLife - an additional ECL provision of £3.46 million,
driven by reduced expectations for sale pricing and by a change to the
projected time frame for full realisation.
· Southport - an additional ECL provision of £1.55 million,
reflecting necessary working capital advances to the administrator and
subsequent impairment of a working capital facility, and adjustment to the
anticipated time frame for completion.
· Affinity - an additional ECL provision of £0.28 million, applied
before the asset was disposed.
The net impact of trading and all adjustments to ECLs during the reporting
period equates to a diminution of NAV of 1.99 pence per share.
Dividend and Return of Capital
No dividends were paid in the period and the Board does not envisage the
declaration of any dividends henceforth.
On 27 June 2025 the Company announced the return of £9.70 million of capital
to shareholders, equating to 8.00 pence per share and representing the capital
proceeds from the sale of the asset securing the Affinity loan. Further
capital distributions will follow realisation of the remaining portfolio
assets.
NAV and Share Price Performance
The Company's NAV stood at £20.80 million as at 31 January 2026 (31 January
2025: £32.93 million), following the repayment of the Affinity loan and
resulting capital distribution to shareholders, and the adjustments to the ECL
provisions detailed above.
The Company's share price ended the period at 14.15 pence per share, down from
22.40 pence as at 31 January 2025. In general, trading volumes in the stock
continue to be very modest, reflecting the status of the Company in run off.
The share price reflected, at period end, a 17.5% discount to the Company's
NAV.
Outlook
The Board is profoundly disappointed with the delays experienced in selling
the Company's two remaining assets. The Board also shares shareholders'
aspirations for the speedy return of capital but is also conscious of
shareholders' desire to avoid 'fire sales'. With one of the two remaining
assets exchanged and the Royale portfolio being openly marketed, the Company
continues to make slow but sure progress towards exiting its remaining
positions. The Board therefore remains focused on the completion of these
sales and regularly challenges the Investment Manager on the pace of activity.
Market conditions certainly do not help this process with headwinds
increasing over the past few months as investors in all asset classes try to
take stock of the impact and potential future effects of the war in Iran.
The Board acknowledges that these conditions have added and may continue to
add further delay to already protracted exits.
I wish to thank shareholders again for their ongoing patience. I can assure
you that the Board and the Investment Manager's sole focus is to complete the
sales of the remaining assets and wind up this vehicle. Nonetheless, the Board
will do its utmost to protect shareholder value through avoiding forced sales,
and delivering realisations and returns of capital as expediently as possible.
Chairman's Statement (continued)
Jack Perry
Chairman
6 May 2026
Investment Manager's Report
The Investment Manager's Report refers to the performance of the loans and the
portfolio for the year to 31 January 2026, and the general market conditions
prevailing at that date. Any forward-looking statements in this report reflect
the latest information available as at 1 May 2026.
Investment Objective
The investment objective of the Company, as approved by its shareholders in
January 2021, is to conduct an orderly realisation of the assets of the
Company.
Summary
As at 31 January 2026, the Company had two investments remaining, which are
being managed and realised following enforcement processes. This report
provides a summary update on the realisation progress for each investment, and
steps being taken by the Investment Manager to secure optimum outcomes.
At the year end, and as discussed further below, the Company made further
provisions for impairment against each of its remaining loans reflecting
deteriorating market conditions and property values. The aggregate carrying
value of the investments is now £18.21 million, or 15.1 pence per ordinary
share, against the aggregate principal advanced of £41.98 million.
Portfolio Summary
Portfolio statistics 31 January 2026 31 July 2025 (unaudited) 31 January 2025
Number of loan investments 2 2 3
Aggregate principal advanced £41,982,017 £41,882,017 £57,754,806
Aggregate carrying value after ECL £18,213,536 £20,465,869 £29,896,891
Cash held £2,893,123 £2,998,100 £3,200,201
Breakdown of Book Value of Loans
31 January 2026 31 July 2025 31 January 2025
(unaudited)
Project Balance outstanding (£m)((1)) Book Value after ECL (£m) Book Value per share (p) Book Value after ECL (£m) Book Value per share (p) Book Value after ECL (£m) Book Value per share (p)
Affinity - - - - - 9.53 7.9
Southport 16.60 6.86 5.7 7.11 5.9 7.07 5.8
RoyaleLife 25.38 11.35 9.4 13.36 11.0 13.30 11.0
Total 41.98 18.21 15.1 20.47 16.9 29.90 24.7
((1) ) Balance outstanding excludes accrued interest. A
comparison to the carrying value of the loans is set out in Note 5 to the
accounts.
Investment Manager's Report (continued)
Investment Update
Southport
The hotel (and adjacent commercial property) which secures the Company's loan
continues in an administration process, with a specialist hotel operating
partner and local management team in place. During calendar 2025, the hotel
generated £0.5 million of gross operating profit, up 46% on the prior year,
despite the challenges presented by trading in administration. However,
after allowing for VAT liabilities, administrator and operator fees and the
holding cost of the vacant commercial property the asset as a whole was a
modest cash drag on the Company with £0.8 million of additional working
capital support provided.
The asset remains under offer for sale to a North West-based hotelier, who has
paid a modest non-refundable deposit. We and the administrator have been
working constructively with the buyer to seek to secure freeholder consent to
the sale, and while the discussions with the freeholder (the local authority)
remain positive and collaborative, we have yet to receive the formal consent
required to allow the sale to complete.
While the headline bid price for the asset is ahead of the carrying value of
the loan, as discussed in our interim report and accounts there will be costs
associated with the sale and other customary closing price adjustments to
allow for, as well as the possibility of the transaction becoming abortive.
As a result we have adopted a probability-weighted approach to assessing
recoveries.
RoyaleLife
As trailed to shareholders, the portfolio was brought to market at the end of
the financial year, and a smaller portfolio of four non-core assets was
marketed separately. This latter portfolio has been placed under offer as at
the date of this report. The wider portfolio has attracted interest from a
variety of institutional, private equity and trade buyers, and we anticipate
receiving first round bids in the coming weeks.
Bungalow home sales in the early part of the year were positive and tracking
to budget, although we have seen a slowdown since the onset of the Iran War
given the sharp movements in UK mortgage rates and subsequent slowdown in the
housing market. While the buyers of the bungalow homes are generally
mortgage free, typically they need to sell their previous homes (often to
mortgaged buyers) prior to completing and so there has been an indirect impact
on our own sales volumes.
During the period, the lenders including the Company received a series of tax
rebates from HMRC in respect of stamp duty paid upon the restructuring of the
loans in January 2024. These sums, plus interest thereon, served to increase
the Company's percentage share of the overall loan on a pro forma basis;
shareholders will recall that previously the Company has elected to finance
its share of working capital contributions to the business via a dilution of
its loan share rather than via cash. These adjustments to the Company's
percentage share of the loan are reflected in the carrying values detailed
herein.
Affinity
During the reporting period, we concluded the sale of the asset at a headline
price of £10.20 million, ahead of the carrying value of the loan of £9.53
million. Final proceeds received by the Company, after customary closing
costs, were £10.10 million. Subsequently, the Company has received a
further interim payment of £0.18 million following a post-completion service
charge reconciliation. On conclusion of this reconciliation, and the wrap up
of the receivership process, the Company expects to receive a further final
payment of £0.07 million however this is not yet committed and so is not
accounted for in the NAV.
Investment Manager's Report (continued)
Economy and Financial Market Update
This financial year marked the first full year of a Labour government after a
15‑year interval. Domestic policy developments were frequently overshadowed,
however, by the re‑election of US President Donald Trump and a series of
geopolitical events unfolding on the global stage.
These themes dominated the G7 and NATO summits held mid‑year, both of which
highlighted a shift toward protectionism and defence spending at levels not
seen since the Cold War. This sentiment was also reflected in public markets,
where investors moved toward safe‑haven assets - in 2025 Gold recorded its
strongest year since 1979 and continued to rise through our financial year end
before falling markedly in March 2026.
While the effects of the war in Ukraine on markets moderated, other
geopolitical tensions escalated. The 12‑days of hostilities between Israel
and Iran in June 2025 preceded further more widespread and serious conflict in
the Middle East in 2026, with a fragile ceasefire holding at the time of
writing. Market conditions were otherwise shaped by the rollout of US tariffs,
rapid developments in artificial intelligence and, in 2026, concern over loan
quality and liquidity in private credit markets.
Domestically, UK GDP continues to be constrained by weak productivity. Growth
undershot expectations at 1.3%, while inflation remained above its long‑term
target at 3.3% in the year to March 2026. This pattern is expected to continue
as oil price volatility combined with the indirect effects of the Iran war and
closure of the Strait of Hormuz on supply chains anticipated to be
inflationary, reflected in significant volatility in the rates markets with
gilt rates ranging from 50-75bp higher in April 2026 than in the prior year,
and the benchmark 10-year gilt yield exceeding 5.0%.
Occupational Demand/Supply
Hotels
Performance in the hotel sector showed marginal topline gains at 1.1%
year-on-year RevPAR growth, which was primarily occupancy driven. Any
increases in the top line were offset by rising business rates and employment
costs, ultimately creating margin erosion despite hotels still benefiting from
transitional business rates relief until 2029. Further legislative changes
include the Employment Rights Bill, eliminating zero hours contracts which the
industry has frequently relied on to meet fluctuations in demand.
Modest supply growth of 1.0% has largely driven by London (52%) with regional
supply growth at 0.6%, which is expected to increase to 1.5% in 2027,
targeting major regional cities. Additional supply growth may come from rooms
contracted to the Home Office (for migrant housing) returning, which may drive
supply increases in more regional locations, subject to the government's
strategy in this area.
Residential
Higher interest rates continued to stagnate the UK residential sales market,
weighing on affordability. Annual house price growth in the year to January
stood at 1%, implying a fall in value in real terms, however this did not
appear to dampen demand. Demand surged prior to the end of lower stamp duty
thresholds in April 2025, however annual figures remained in line with prior
years, and data from the NHBC showed a material increase in incentives being
use by sellers of new build homes to sustain sales.
Property Investment Market
With property investment data traditionally available on a calendar-year
basis, UK commercial real estate market investment totalled £26.6 billion in
Q4 2025, up 36% on Q4 2024 volumes. This brought total investment throughout
2025 to £62.8 billion, representing an 11% year-on-year increase.
Despite the uptick in foreign capital in Q4, domestic buyers contributed £38
billion of total investment across 2025, representing 61% of transaction
volumes. Foreign investors purchased £24.7 billion of UK real estate over the
year. North American buyers increased their share of foreign investment in
2025 to 68%, up from 62% in 2024, while European investors have seen their
share of overseas purchases decline over the past three years.
Higher investment in 2025 followed two years of improved investment returns in
the UK real estate market. UK all-property total returns for 2025 were 7.1%
according to the CBRE UK Monthly Index, driven largely by income returns.
However, all-property capital values also rose by 1.4%, with capital growth
driven by rising rental values rather than yield compression.
Investment Manager's Report (continued)
Property Investment Market (continued)
Meanwhile, investors have also sought opportunities outside of the core
commercial sectors, as increased interest in operational real estate sectors
such as Healthcare translated into capital deployment via M&A activity
during the latter part of the year.
It is anticipated that this improvement in investment activity will be
maintained in 2026. Sentiment has strengthened, and more investors are looking
to rotate capital and reposition real estate portfolios in line with improved
liquidity. The UK continues to remain an attractive market for offshore
capital looking to invest in Europe, while investment activity will also be
aided by defined contribution pension funds and local government pension
schemes increasing their exposure to UK private markets.
According to CBRE, investment activity in core commercial real estate sectors
such as retail and office is also expected to increase in 2026, reflecting
improved performance after significant repricing in recent years. However, the
near-term outlook for older, secondary stock remains challenging, especially
in regional markets, unless there are viable options for redeveloping or
repurposing assets into other uses.
Sustainability considerations have had the most impact to date on pricing and
performance in the office sector, however it is expected that this impact will
grow in other sectors of the UK real estate market as investors and lenders
seek to ensure compliance with upcoming energy efficiency regulations and
future-proof their portfolios against climate change.
Finance Markets
The Bank of England continued with a rate‑cutting programme during the
reporting period, implementing steady quarterly reductions of 25 bps. A more
aggressive easing cycle was avoided due to persistently elevated inflation,
and with current global market conditions the expectations of near term base
rate reductions are now diminished.
Despite elevated base rates, appetite for prime collateral in the CMBS market
strengthened over the year. In total, 2025 recorded a net increase of £500m
in outstanding issuance. Approximately £7.5bn of European CMBS were issued in
2025 (around four times the volume seen in 2024) initially supported by
normalising interest rates and perceived stabilisation of underlying
collateral. Challenges persisted in the office sector, with large assets under
pressure; notably, the Citypoint Building experienced a 40% valuation decline
since issuance. In contrast, the retail sector showed relative resilience,
accounting for six of the 17 pre‑payments or repayments during the period.
Margins continued to compress, with UK CMBS spreads falling to 172 bps,
signalling strong demand for high‑quality, well‑sponsored assets.
Within the wider commercial real estate finance market, the Bayes mid‑year
report for H1 2025 highlighted a ‑0.8% change in outstanding loan balances,
reflecting ongoing muted transaction volumes. A key finding was the continued
shift toward non‑bank lending, with debt funds and insurers now holding 41%
of all loans. The report also noted margin reductions of 25-50 bps across
sectors and asset classes, driven by increased lending appetite and heightened
competition for product. This trend was concentrated in standing investments;
commercial development margins remained broadly stable, while residential
construction financing costs fell below 500 bps for the first time since 2020.
Outlook
As we have discussed with shareholders, the realisation of the Company's last
remaining assets remains challenging and the current market backdrop is
unhelpful. Nonetheless, the prospective Southport Hotel buyer remains
engaged and early interest in the Royale portfolio is encouraging, albeit we
have yet to receive initial bids. Shareholders will be aware that the
Royale investment is the one which will be most impactful if a positive
outcome can be delivered. We continue to value shareholders' patience while
we pursue a considered exit from the portfolio along with the wider legal
claim.
ICG Real Estate
6 May 2026
Investment Policy
Investment Objective
The investment objective of the Company, as approved by the shareholders, is
to conduct an orderly realisation of the Company's assets.
Investment Policy
The assets of the Company are being realised in an orderly manner, returning
cash to Shareholders at such times and in such manner as the Board may, in its
absolute discretion, determine. The Board will endeavour to realise all the
Company's investments in a manner that achieves a balance between maximising
the net value received from those investments and making timely returns to
Shareholders.
The Company may not make any new investments save that:
· investments may be made to honour commitments
under existing contractual arrangements or to preserve the value of the
underlying property security; and
· cash held by the Company may be invested in
quoted bond and other debt instruments with a final maturity of less than 365
days as well as money market funds for the purposes of cash management
provided any such instrument has a minimum credit rating.
The Company will continue to comply with the restrictions imposed by the UK
Listing Rules in force from time to time.
Any material change to the Company's published investment policy will be made
only with the prior approval of Shareholders by ordinary resolution at a
general meeting of the Company.
Board of Directors
Jack Perry CBE - Chairman and Non-Executive Independent Director
Appointment: Appointed to the Board and as Chairman in November 2012
Experience: Jack is an independent non-executive board member and adviser to a
number of public and private companies. He previously served as Chief
Executive of Scottish Enterprise, Scotland's enterprise, innovation and
investment agency for six years until November 2009.
Prior to this, he was the managing partner of Ernst & Young in Glasgow. In
addition, he was Regional Industry Leader for Scotland and Northern Ireland
for Ernst & Young's Technology & Communications and Consumer Products
practices.
He is the former Chairman of European Assets Trust PLC; a former director of
Alliance Witan plc and prior to that the Chairman of Audit and Risk of the
Witan Investment Trust PLC. He was a non-executive director of FTSE 250
company, Robert Wiseman Dairies PLC and Capital for Enterprise Ltd. He also
served as a member of the Advisory Committee of Barclays UK & Ireland
Private Bank.
Jack is a member of the Institute of Chartered Accountants of Scotland.
Committee Membership: Audit and Risk Committee, Nomination Committee,
Management Engagement Committee, Remuneration Committee
Paul Meader - Non-Executive Independent Director
Appointment: Appointed to the Board in November 2012
Experience: Paul is an independent director of investment companies, insurers
and investment funds. Until 2012, he was Head of Portfolio Management for
Canaccord Genuity based in Guernsey, prior to which he was Chief Executive of
Corazon Capital. He has over 40 years' experience in financial markets in
London, Dublin and Guernsey, holding senior positions in portfolio management
and trading. Prior to joining Corazon, he was managing director of
Rothschild's Swiss private banking subsidiary in Guernsey.
Paul is a Chartered Fellow of the Chartered Institute for Securities &
Investments, a past Commissioner of the Guernsey Financial Services Commission
and past Chairman of the Guernsey International Business Association.
He is a graduate of Hertford College, Oxford. Paul is a resident of Guernsey.
Committee Membership: Audit and Risk Committee (Chair), Nomination Committee,
Management Engagement Committee, Remuneration Committee
Report of the Directors
The Directors hereby submit the Annual Report and Financial Statements for the
Company for the year ended 31 January 2026. This Report of the Directors
should be read together with the Corporate Governance Report on pages 24 to
36.
Business Review
A review of the Company's business and its likely future development is
provided in the Chairman's Statement on pages 5 to 7 and in the Investment
Manager's Report on pages 8 to 12.
Listing Requirements
Since being admitted on 5 February 2013 to the Official List maintained by the
FCA, the Company has complied with the applicable UK Listing Rules.
Results and Dividends
The results for the year are set out in the Financial Statements on pages 50
to 53.
The Directors do not recommend the payment of a dividend in respect of the
year ended 31 January 2026 (31 January 2025: nil)
Share Capital
The Company has one class of Ordinary Shares. The issued nominal value of the
Ordinary Shares represents 100% of the total issued nominal value of all share
capital. Under the Company's Articles of Incorporation, on a show of hands,
each shareholder present in person or by proxy has the right to one vote at
Annual General Meetings. On a poll, each shareholder is entitled to one vote
for every share held.
Holders of Ordinary Shares are entitled to all dividends paid by the Company
and, on a winding up, providing the Company has satisfied all its liabilities,
the shareholders are entitled to all of the surplus assets of the Company. The
Ordinary Shares have no right to fixed income.
Under the Company's Articles the Company may, from time to time, issue
Redeemable B Shares in order to return capital to holders of Ordinary Shares.
The Company made no issuances during the year.
Shareholdings of the Directors
The Directors' beneficial interests in the shares of the Company as at 31
January 2026 and 2025 are detailed below:
Director Ordinary Shares % holding at Ordinary Shares % holding at
of £1 each held 31 January 2026 of £1 each held 31 January 2025
31 January 2026 31 January 2025
Mr Perry 108,609 0.09 108,609 0.09
Mr Meader 305,921 0.25 305,921 0.25
Mr Beevor - - 30,000 0.02
Mr Perry's and Mr Meader's beneficial interests in the shares of the Company
as at 24 April 2026, being the most current information available, are
unchanged from those disclosed above.
Report of the Directors (continued)
Directors' Authority to Buy Back Shares
The Directors believe that the most effective means of minimising any discount
to Net Asset Value which may arise on the Company's share price, is to realise
optimal recoveries from the Company's investment portfolio in both absolute
and relative terms. However, the Board recognises that wider market conditions
and other considerations will affect the rating of the shares in the short
term and the Board may seek to limit the level and volatility of any discount
to Net Asset Value at which the shares may trade. The means by which this
might be done could include the Company repurchasing shares. Therefore,
subject to the requirements of the UK Listing Rules, the Companies Law, the
Articles and other applicable legislation, the Company may purchase shares in
the market in order to address any imbalance between the supply of and demand
for shares or to enhance the Net Asset Value of shares.
In deciding whether to make any such purchases the Directors will have regard
to what they believe to be in the best interests of shareholders and in
accordance with the applicable Guernsey legal requirements which require the
Directors to be satisfied on reasonable grounds that the Company will,
immediately after any such repurchase, satisfy a solvency test prescribed by
the Companies Law and any other requirements in its Memorandum and Articles of
Incorporation. The making and timing of any buybacks will be at the absolute
discretion of the Board and not at the option of the shareholders. Any such
repurchases would only be made through the market for cash at a discount to
Net Asset Value.
Annually the Company passes a resolution granting the Directors general
authority to purchase in the market up to 14.99% of the shares in issue
immediately following Admission at a price not exceeding the higher of (i) 5%
above the average mid-market values of shares for the five business days
before the purchase is made or (ii) the higher of the last independent trade
or the highest current independent bid for shares. The Directors intend to
seek renewal of this authority from the shareholders at the Annual General
Meeting.
Pursuant to this authority, and subject to the Companies Law and the
discretion of the Directors, the Company may purchase shares in the market on
an ongoing basis with a view to addressing any imbalance between the supply of
and demand for shares.
Shares purchased by the Company may be cancelled or held as treasury shares.
The Company may borrow and/or realise investments in order to finance such
share purchases.
The Company has not purchased any shares for treasury or cancellation during
the year or to date. During the year, the Board considered if such a purchase
of shares would be appropriate and concluded that it would not be in the best
interests of shareholders.
Directors' and Officers' Liability Insurance
The Company maintains insurance in respect of Directors' and Officers'
liability in relation to their acts on behalf of the Company.
Substantial Shareholdings
As at 31 January 2026, the Company had been notified, in accordance with
Chapter 5 of the Disclosure and Transparency Rules, of the following
substantial voting rights as shareholders of the Company.
Shareholder Shareholding % holding
TrinityBridge 19,387,173 15.98
Canopius 12,276,107 10.12
Almitas Capital 11,972,209 9.87
TDC Pensionskasse 10,600,000 8.74
Premier Miton Investors 10,500,000 8.66
Philip J Milton, stockbrokers 10,445,655 8.61
Intermediate Capital Group 10,000,000 8.24
Hargreaves Lansdown, stockbrokers (EO) 6,241,550 5.15
Morgan Stanley 6,141,543 5.06
CG Asset Management 4,882,100 4.02
Report of the Directors (continued)
Substantial Shareholdings (continued)
In addition, the Company also provides the same information as at 24 April
2026, being the most current information available.
Shareholder Shareholding % holding
TrinityBridge 19,215,106 15.84
Canopius 12,276,107 10.12
Almitas Capital 11,972,209 9.87
Philip J Milton, stockbrokers 11,015,224 9.08
TDC Pensionskasse 10,600,000 8.74
Premier Miton Investors 10,500,000 8.66
Intermediate Capital Group 10,000,000 8.24
Hargreaves Lansdown, stockbrokers (EO) 6,210,159 5.12
Morgan Stanley 6,141,543 5.06
CG Asset Management 4,882,100 4.02
The Directors confirm that there are no securities in issue that carry special
rights with regard to the control of the Company.
Independent External Auditor
Deloitte LLP has been the Company's external auditor since the Company's
incorporation. The Audit and Risk Committee reviews the appointment of the
external auditor, its effectiveness and its relationship with the Company,
which includes monitoring the use of the external auditor for non-audit
services and the balance of audit and non-audit fees paid, as included in Note
14 to the Financial Statements. Following a review of the independence and
effectiveness of the external auditor, a resolution was proposed and accepted
at the 2025 Annual General Meeting to re-appoint Deloitte LLP. Each Director
believes that there is no relevant information of which the external auditor
is unaware. Each had taken all steps necessary, as a director, to be aware of
any relevant audit information and to establish that Deloitte LLP is made
aware of any pertinent information. This confirmation is given and should be
interpreted in accordance with the provisions of Section 249 of the Companies
Law. Further information on the work of the external auditor and reasons for
not putting the audit service out to tender is set out in the Report of the
Audit and Risk Committee on pages 37 to 41.
Articles of Incorporation
The Company's Articles of Incorporation may only be amended by special
resolution of the shareholders.
AIFMD
The Company is a non-EU domiciled alternative investment fund and appointed
ICG Alternative Investments Limited as its discretionary Investment Manager on
25 November 2020. Prior to this appointment the Company was internally
managed. Any offer of shares to prospective investors within selected member
states of the European Economic Area and the UK will be made in accordance
with the applicable national private placement regime, and the Company will
notify its intention to market to the competent authority in each of the
selected member states for the purposes of compliance with AIFMD.
AEOI Rules
Under AEOI Rules the Company continues to comply with both FATCA and CRS
requirements to the extent relevant to the Company.
The Board is committed to upholding and maintaining a zero-tolerance policy
towards the criminal facilitation of tax evasion.
Change of Control
There are no agreements that the Company considers significant and to which
the Company is party that may affect its control following a takeover bid.
Report of the Directors (continued)
Going Concern
The Directors, at the time of approving the Financial Statements, are required
to consider whether they have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the foreseeable
future and whether there is any threat to the going concern status of the
Company. At the EGM of the Company on 14 January 2021, following a
recommendation from the Board published in a circular on 16 December 2020,
shareholders voted by the requisite majority in favour of a change to the
Company's Objectives and Investment Policy which would lead to an orderly
realisation of the Company's assets and a return of capital to shareholders.
It is intended that, following the appointment of receivers or administrators
in respect of the last remaining loans, the investments will be realised and
sold in an orderly manner. The Company may take actions to accelerate or delay
the marketing and realisation processes for each investment in order to
optimise shareholders' returns.
Whilst the Directors are satisfied that the Company has adequate resources to
continue in operation throughout the realisation period and to meet all
liabilities as they fall due, given the Company is now in a managed wind down,
the Directors consider it appropriate to adopt a basis other than going
concern in preparing the financial statements.
In the absence of a ready secondary market in real estate loans by which to
assess market value of the loans, the basis of valuation for investments is
amortised cost net of impairment, recognising the net realisable value of each
property in the orderly wind down of the Company. In accordance with the
Company's IFRS 9 Policy the staging of each loan has been reviewed and both
loans are now considered to be at Stage 3. Consequently, valuations reflect
the ECL assuming a twelve month realisation period, as detailed in Note 5. No
material adjustments have arisen solely as a result of ceasing to apply the
going concern basis.
Viability Statement
The AIC Code requires that, the Directors make a viability statement in which
they assess the prospects of the Company over a period longer than the 12
months required by the going concern provision.
A change in Investment Policy was approved by the shareholders at the EGM on
14 January 2021 with the resultant intention that the Company undergo an
orderly realisation of assets, returning capital to shareholders.
For this reason, and as discussed above, the Company is preparing the
financial statements on a basis other than going concern due to the Company
being in a managed wind down.
Since the EGM, 9 loans have repaid in full and £64.16 million of capital has
been returned to Shareholders. The Company's remaining two loans are now past
due and receivers or administrators were appointed in each case to stabilise
the property assets and realise the security underpinning the loans in an
orderly manner. As discussed elsewhere in this report, market conditions have
been, and remain, unfavourable to near term realisations except to
opportunistic buyers seeking material discounts to value in the face of high
funding costs in order to generate their target returns.
The valuations applied to the loans reflect the Board's current expectations
of net realisable values within a twelve month period, however the Board have
considered the Company's working capital requirements, assuming no further
income or capital receipts over a two year period, due to the Company's
investment policy being an orderly realisation of the assets and the likely
timing of sales. The Board considers two years to be an appropriate period
being the maximum foreseeable future life of the Company.
Cashflow projections are prepared regularly. The Board intends to return
surplus capital to investors following the realisation of the collateral
supporting each loan, whilst it remains prudent to do so and taking into
account the commitments, liabilities and expected duration of the Company at
the time.
Having conducted a robust analysis on this basis, the Directors remain
satisfied that the Company can meet its liabilities as they fall due over the
period under consideration to February 2028, if the Company continues in
operation up until that date. The Company is likely to operate with a cashflow
deficit in most quarters. Cash reserves are held to cover these periods and
will be re-assessed with each loan repayment. The Company will, on a prudent
basis, maintain working capital reserves to meet all liabilities as they fall
due.
Report of the Directors (continued)
Directors' Responsibilities to Stakeholders
Section 172 of the UK Companies Act 2006 applies directly only to UK domiciled
companies. Nonetheless, the AIC Code requires that the matters set out in
section 172 are reported on by all companies, irrespective of domicile. This
requirement does not conflict with Guernsey company law.
Section 172 recognises that Directors are responsible for acting in a way that
they consider, in good faith, is the most likely to promote the success of the
Company for the benefit of its shareholders as a whole. In doing so, they are
also required to consider the broader implications of their decisions and
operations on other key stakeholders and their impact on the wider community
and the environment. Key decisions are those that are either material to the
Company or are significant to any of the Company's key stakeholders. The
Company's engagement with key stakeholders and the key decisions that were
made or approved by the Directors during the year are described below.
Stakeholder Group Methods of Engagement Benefits of Engagements
Shareholders
The Company engages with its shareholders through the issue of portfolio The Company has continued in its objective to execute the orderly realisation
updates in the form of RNS announcements. of assets of the Company during the year. During a period when market
The major investors in the Company's shares are set out on page 13 and 14.
conditions have not been favourable towards this goal, the Directors, the
Investment Manager and the Company's brokers continue to make themselves
available for meetings with major shareholders, with meetings centred around
The Company provides in depth commentary on the investment portfolio, the release of the annual and half-year results of the Company. Shareholders
Following a series of economic shocks and the Company share price falling to a corporate governance and corporate outlook in its semi-annual and annual have generally been understanding of the difficulties associated with disposal
deep discount to NAV, shareholders supported a recommendation by the Board in financial statements. and have overwhelmingly expressed a preference to avoid "fire sales".
2021, to wind down the Company.
Engagement with shareholders through meetings and announcements enables
shareholders to take informed decision as to the winding up process and
The Board receives quarterly feedback from its Broker in respect of their timetable.
The Company sought to maintain shareholder satisfaction through: investor engagement and investor sentiment.
· Transparency of communication
· Capital preservation The engagement with shareholders,
· Return of capital on loan repayments through update calls and the AGM, will continue through the wind down period
as capital is returned to investors.
The Chairman is available to meet major shareholders on request following the
release of annual and half year results. He remains available for further
discussion at shareholders' request.
Report of the Directors (continued)
Stakeholder Group Methods of Engagement Benefits of Engagements
Borrowers/Administrators and Receivers
The Company engaged with its Borrowers, and now engages with the During the course of the year, the
administrators and receivers, through its Investment Manager.
The Company's principal clients are the borrowers to whom the Company provides
Investment Manager has provided and the Board has reviewed regular updates to
term finance. the portfolio and investments. Further specific updates have been provided on
investment specific matters throughout the year.
The Investment Manager has formed and maintained a close working relationship
with these parties through regular update calls and the ongoing quarterly
During the year, administrators or receivers continued in office in respect of monitoring of loans over their respective terms.
the Company's remaining loans. The receiver/administrator fulfils the duties
of the borrower and acts on behalf of any other relevant creditors to the
borrower entity.
Through its engagement with the administrators and receivers, the Investment
Following the appointment of receivers/administrators, the Investment Manager Manager is able to advise on and monitor all actions being taken to prepare
holds regular meetings to monitor the performance of the underlying properties assets for sale and the ensuing sales process, and to take actions to support
and actions being undertaken to protect, enhance and ultimately realise their the asset level performance to protect or enhance value.
value.
The Board monitors the timeliness and
quality of these engagements through its
regular engagement with the Investment
Manager.
Service Providers
The Company does not have any direct employees; however, it works closely with The Company's Management Engagement Committee has identified its key service The information provided given by the service providers is used to review the
a number of service providers (the Investment Manager, Administrator, Company providers. On an annual basis it undertakes a review of performance based on a Company's policies, controls, and procedures to ensure open lines of
Secretary, Broker and other professional service providers) whose interests questionnaire through which it also seeks feedback. communication, operational efficiency, robustness and, appropriate pricing for
are aligned to the success of the Company.
services provided. Feedback has been given to all relevant service providers
during the year.
Furthermore, the Board and its sub-committees engage regularly with its
The quality and timeliness of their service provision is critical to the service providers on both a formal and informal basis.
success of the Company.
The Management Engagement Committee will also regularly review all material
contracts for service quality and value.
Report of the Directors (continued)
Community & Environment
As an investment company whose purpose was the provision of and investment in Within its investment strategy, the environmental and social impact of the In the year to 31 January 2026, the Company made no new loans.
commercial real estate debt, the Company's direct engagement with the local properties on which the Company's loans are secured was an important
community and the environment is limited. consideration when it had made its investments, and has remained so through
the monitoring of the loans and actions of the Borrowers, and later the
administrators or receivers. In monitoring its investments and providing working capital facilities for the
protection of the properties the Investment Manager and the Board have
However, the Board recognises the role the Company can play in terms of the continued to be mindful of the environmental and social impact of such
environment by supporting and guiding Borrowers to find environmentally
expenditure.
friendly sustainable solutions in the maintenance of their properties and
delivery of their business plan objectives more generally.
With respect to the loans now in administration or receivership the Investment
Manager, on behalf of the Company, continues to engage with the relevant
parties to ensure that the properties are being maintained in good order and
in the case of operational properties that a duty of care to all stakeholders
is being observed.
The Investment Manager's ESG report provides further information on their
approach to this important subject.
Key Decisions
Key decisions are defined as both those that are material to the Company but
also those that are significant to any of our key stakeholders as discussed
above.
In making the following key decisions, the Board considered the outcome from
its stakeholder engagement as well as the need to maintain a reputation for
high standards of business conduct and the need to act fairly between the
members of the Company:
The Board agreed to the Investment Manager's recommendation that the Company
participates in legal action against one of the parties involved in the
original RoyaleLife transaction. It continues to monitor progress and has
taken decisions on the Company's continued participation in the action.
The Affinity office asset was sold in June 2025 at a headline price of £10.20
million which was above the carrying value of the loan.
During the year, the Company announced the return of £9.70 million of capital
to shareholders, equating to 8.00 pence per ordinary share and representing
the capital proceeds from the sale of the asset securing the Affinity loan.
The Board determined to retain a working capital buffer to ensure the
Company's viability in the absence of any further income or capital receipts
during the foreseeable realisation period of the remaining investments. The
Board has sought to minimise the fixed cost base of the Company and it agreed
it was an appropriate time to reduce the size of the Board from four to two.
The Board reviewed the performance of the Investment Manager, which was
considered to be satisfactory. Accordingly, the Investment Manager's
reappointment was confirmed.
Financial Risk Management Policies and Procedures
Financial Risk Management Policies and Procedures are disclosed in Note 11 to
the Financial Statements on pages 69 to 74.
Principal Risks and Uncertainties
Principal Risks and Uncertainties are discussed in the Corporate Governance
Report on pages 32 to 36.
Report of the Directors (continued)
Subsequent Events
Significant subsequent events have been disclosed in Note 16 to the Financial
Statements on page 74.
Alternative Performance Measures
The Directors believe that the performance indicators detailed in the
Financial Summary on page 4, which are typical for entities investing in real
estate debt, will provide shareholders with sufficient information to assess
how effectively the Company is meeting its objectives. The alternative
performance measures are described in the table on page 75.
Annual General Meeting
The AGM of the Company will be held at 8:30am BST on 18 June 2026 at Floor 2,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY. Details of the
resolutions to be proposed at the AGM, together with explanations of the AGM
arrangements, will appear in the Notice of Meeting to be distributed to
shareholders.
Members of the Board will be in attendance at the AGM and will be available to
answer shareholder questions.
By order of the Board
Jack Perry
Chairman
6 May 2026
Directors' Responsibilities Statement
The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable law and regulations.
The Companies Law requires the Directors to prepare Financial Statements for
each financial year. Under that law the Directors are required to prepare
the Financial Statements in accordance with UK adopted international
accounting standards (''IFRS''). Under the Companies Law, the Directors must
not approve the Financial Statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Company and of the profit
or loss of the Company for that period. In preparing these Financial
Statements, the Directors are required to:
· select suitable accounting policies in accordance with IAS 8:
Accounting Policies, Changes in Accounting Estimates and Errors and then apply
them consistently;
· make judgements and estimates that are reasonable and prudent;
· present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with the specific
requirements in IFRS are insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the Company's
financial position and financial performance;
· state that the Company has complied with IFRS, subject to any
material departures disclosed and explained in the Financial Statements; and
· prepare the Financial Statements on a going concern basis unless
it is inappropriate to presume that the Company will continue in business.
The Directors confirm that they have complied with the above requirements in
preparing the Financial Statements.
The Directors are responsible for keeping proper accounting records, which
disclose with reasonable accuracy at any time, the financial position of the
Company and enable them to ensure that the Financial Statements comply with
Companies Law. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection
of fraud, error and non-compliance with law and regulations.
The Directors are responsible for ensuring that the Annual Report and
Financial Statements, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the
Company's performance, business model and strategy.
The Directors are also responsible under the AIC Code to promote the success
of the Company for the benefit of its members as a whole and in doing so have
regard for the needs of wider society and other stakeholders.
As part of the preparation of the Annual Report and Financial Statements the
Directors have received reports and information from the Company's
Administrator and Investment Manager. The Directors have considered,
reviewed and commented upon the Annual Report and Financial Statements
throughout the drafting process in order to satisfy themselves in respect of
the content.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the website (www.lbow.co.uk).
Legislation in Guernsey governing the preparation and dissemination of the
Financial Statements may differ from legislation in other jurisdictions.
Directors' Responsibilities Statement (continued)
Responsibility Statement of the Directors in Respect of the Annual Report
under the Disclosure and Transparency Rules
Each of the Directors, whose names are set out on page 13, confirms to the
best of their knowledge and belief that:
· the Financial Statements, prepared in accordance with IFRS, give
a true and fair view of the assets, liabilities, financial position and profit
or loss of the Company taken as a whole;
· the Annual Report includes a fair review of the development and
performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties faced.
Responsibility Statement of the Directors in Respect of the Annual Report
under the Corporate Governance Code
The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable law and regulations. Having taken
advice from the Audit and Risk Committee, the Directors consider the Annual
Report and Financial Statements, taken as a whole, as fair, balanced and
understandable and that it provides the information necessary for shareholders
to assess the Company's performance, business model and strategy.
By order of the Board
Jack Perry Paul Meader
Chairman Director
6 May 2026 6 May 2026
Corporate Governance Report
As a UK premium listed Company, ICG-Longbow Senior Secured UK Property Debt
Investment Limited's governance policies and procedures are based on the
principles of the Corporate Governance Code as required under the UK Listing
Rules. The Corporate Governance Code is available on the Financial Reporting
Council's website, www.frc.org.uk (http://www.frc.org.uk) .
The Company became a member of the AIC effective 27 February 2013 and has
therefore put in place arrangements to comply with the AIC Corporate
Governance Code 2024 (''the AIC Code'') and thereby complies with the UK
Corporate Governance Code. The Directors recognise the importance of sound
corporate governance, particularly the Principles and Provisions addressed
within the AIC Code. The AIC Code is available on the AIC's website
www.theaic.co.uk (http://www.theaic.co.uk) .
The Company is subject to the GFSC Code, which applies to all companies
registered as collective investment schemes in Guernsey. The GFSC has also
confirmed that companies which report against the UK Corporate Governance Code
or AIC Code are deemed to meet the GFSC Code.
The AIC Code addresses all the principles set out in the UK Corporate
Governance Code, as well as setting out additional principles and
recommendations on issues that are of specific relevance to investment
companies such as the Company. The Board considers that reporting against the
principles and recommendations of the AIC Code provides appropriate
information to shareholders.
The Board monitors developments in corporate governance to ensure the Board
remains aligned with best practice.
Throughout the year ended 31 January 2026, the Company has complied with the
recommendations of the AIC Code and the relevant provisions of Section 1 of
the Corporate Governance Code, except as set out below.
The Corporate Governance Code includes provisions relating to:
· Board Leadership and Company Purpose (Principles A to E);
· Division of Responsibilities (Principles F to I);
· Composition, Succession and Evaluation (Principles J to L);
· Audit, Risk and Internal Control (Principles M to O); and
· Remuneration (Principles P to R)
For the reasons set out in the AIC Code, and as explained in the UK Corporate
Governance Code, the Board considers that the above provisions other than
succession are not currently relevant to the position of the Company, which
delegates most day-to-day functions to third parties.
The Directors have access to the services provided by the Company Secretary,
Ocorian Administration (Guernsey) Limited, who ensure statutory obligations of
the Company are achieved.
As an investment company, the Company has no employees, both Directors are
non-executive and independent of the Investment Manager and, therefore, the
Directors consider the Company has no requirement for a Chief Executive or
Senior Independent Director and the Board is satisfied that any relevant
issues can be properly considered by the Board. The absence of an internal
audit function is discussed in the Report of the Audit and Risk Committee on
page 40.
As the Company is in wind down, the Board has determined not to implement a
succession plan for Directors as outlined on page 30. The Board considers all
Directors remain independent.
Corporate Governance Report (continued)
Environmental, Social and Governance Report
As an investment company, the Company's activities only have a limited direct
impact on the environment.
Following the change in Investment Objective and Policy approved by
shareholders in January 2021, the Company is now conducting an orderly
realisation of its investments. As such, the opportunity to implement material
ESG changes across its portfolio is relatively limited and ESG considerations
are expected to be limited to monitoring the existing investments for their
own performance in this area.
Nonetheless, the Board continues to believe that it is in shareholders'
interests to consider environmental, social and governance factors in
monitoring its investments. The parent of the Investment Manager is a
longstanding signatory to the UN Principles for Responsible Investment and has
a fully formalised and embedded Responsible Investing Policy which is applied
to all investment decisions and the monitoring of each investment opportunity.
The parent of the Investment Manager continues to develop its ESG policies and
procedures. Its responsible investment policy is available to view at:
Responsible Investing Policy - ICG
(https://www.icgam.com/sustainability/responsible-investing-policy/)
As the Company will no longer make any new investments and is actively seeking
to realise the remaining assets in its portfolio, the opportunities to support
borrowers in ESG matters is limited. However, where receivers and
administrators have been appointed to realise the value of the underlying
security assets, the Company and the Investment Manager remain mindful of its
ESG responsibilities particularly toward the stakeholders in the operating
assets.
Culture and Values
The Board recognises that its tone and culture is important and will greatly
impact its interactions with shareholders and service providers as well as the
development of long-term shareholder value. The importance of sound ethical
values and behaviours is crucial to the ability of the Company to achieve its
objectives successfully.
The Board individually and collectively seeks to act with diligence, honesty
and integrity. It encourages its members to express differences of perspective
and to challenge but always in a respectful, open and cooperative fashion. The
Board encourages diversity of thought and approach and chooses its members
with this approach in mind. The governance principles that the Board has
adopted are designed to ensure that the Company delivers long term value to
its shareholders and treats all shareholders equally. All shareholders are
encouraged to have an open dialogue with the Board.
The Board recognises that the Company will take risks in order to achieve its
objectives, but these risks are monitored and managed. The Company seeks to
avoid excessive risk-taking in pursuit of returns. A large part of the Board's
activities are centred upon what is necessarily an open and respectful
dialogue with the Investment Manager. In holding the Investment Manager to
account, the Board regularly raises robust challenges of the choices and
recommendations made by them.
The Board
The Company is led and controlled by a Board of Directors, which is
collectively responsible for the remaining realisation period of the Company.
It does so by acting in the interests of the Company, creating and preserving
value and has as its foremost principle to act in the interests of all
shareholders.
The Company believes that the composition of the Board is a fundamental driver
of its success as the Board must provide strong and effective leadership of
the Company. The current Board was selected, as their biographies illustrate,
to bring a breadth of knowledge, skills and business experience to the
Company. Both Directors are members of professional bodies and serve or have
served on other boards, which ensures that they are kept abreast of the latest
technical developments in their areas of expertise. The Directors details are
listed on page 13 which set out their range of investment, financial and
business skills and experience represented. In terms of gender balance, the
Board has 100% male representation. This does not meet UK Listing Rules
targets around diversity, due to the Board now being reduced to two, during
the managed wind down. It is considered impractical to recruit new directors
within the limited future existence of the Company.
Corporate Governance Report (continued)
The Board (continued)
The Chairman leads the Board and is responsible for its overall effectiveness
in directing the Company. The Chairman must be independent and is appointed in
accordance with the Company's Articles of Incorporation. In considering the
independence of the Chairman, the Board took note of the provisions of the AIC
Code relating to independence and has determined that Mr Perry is an
independent Director.
The Board meets at least four times a year and, in addition, there is regular
contact between the Board, the Investment Manager and the Administrator. At
each meeting the Board follows a formal agenda that covers the business to be
discussed. Directors meet regularly with the senior management employed by the
Investment Manager both formally and informally to ensure the Board remains
regularly updated on all issues. Ordinarily, the Board also has regular
contact with the Administrator and the Board is supplied in a timely manner
with information by the Investment Manager, the Company Secretary and other
advisers in a form and of a quality to enable it to discharge its duties.
The Company has adopted a share dealing code which is complied with by the
Directors of ICG Longbow Senior Secured UK Property Debt Investments Limited
and relevant personnel of the Investment Manager.
Board Tenure and Re-election
The issue with respect to long tenure has arisen and, in accordance with the
AIC Code, when and if any Director shall have been in office (or on
re-election would have at the end of that term of office) for more than nine
years, the Company will consider further whether there is a risk that such a
Director might reasonably be deemed to have lost independence through such
long service.
The Board has sought to control the cost base of the Company as assets have
shrunk. As noted above, some progress is being made in relation to the
remaining two loans and, accordingly, the Board agreed to reduce the size of
the Board to just two directors.
The two Directors, Mr Perry and Mr Meader, were appointed in November 2012 and
have each served on the Board for more than nine years to date.
The Nomination Committee takes the lead in any discussions relating to the
appointment or re-appointment of Directors and gives consideration to Board
rotation in advance of the nine-year tenure limit. The Board recognises that
Directors serving nine years or more may appear to have their independence
impaired. However, the Board nonetheless considers the Directors to remain
independent as noted further below. In addition, the Board believes it is
beneficial for shareholders that there is continuity of Board leadership
during this final managed realisation phase before placing the Company in
liquidation.
Directors are appointed under letters of appointment, copies of which are
available at the registered office of the Company. The Board considers its
composition and succession planning on an ongoing basis. The Company's
Articles of Incorporation specify that at each annual general meeting of the
Company all Directors shall retire from office and may offer themselves for
election or re‐election by the Members. Mr Perry and Mr Meader will retire
as Directors of the Company in accordance with the Articles and will be put
forward for re-election at the forthcoming AGM.
Any Director who is elected or re-elected at that meeting is treated as
continuing in office throughout. If they are not elected or re-elected, they
shall retain office until the end of the meeting or (if earlier) when a
resolution is passed to appoint someone in their place or when a resolution to
elect or re-elect the Director is put to the meeting and lost.
The Board remains confident that its membership respects the spirit of the
Code regarding Board composition and how effectively members work together to
achieve the Company's objectives.
Corporate Governance Report (continued)
Board Tenure and Re-election (continued)
The Company's policy on Chair tenure is that the Chair should not normally
serve longer than nine years as a Director and/ or Chair unless it is
determined to be in the best interests of the Company, its shareholders and
stakeholders.
On 14 January 2021, the Company's shareholders voted for the orderly
realisation of the Company's assets and the return of capital to shareholders.
As the Company now has a finite remaining operating life, not expected to
exceed two years from the date of this report, it is considered impractical to
attract, recruit and induct new Board members for such a short period of time.
Accordingly, the current Chair of the Company, barring unforeseen
circumstances, is expected to remain in office until the Company is placed
into liquidation. In practice this means that his tenure will continue to
exceed the recommended nine-year term. Similarly, Mr Meader will also continue
to exceed the recommended nine-year term for the reasons stated, until the
Company is placed in liquidation.
Directors' Remuneration
The level of remuneration of the Directors reflects the time commitment and
responsibilities of their roles. The Chairman is entitled to annual
remuneration of £50,000 (31 January 2025: £50,000). The Chair of the Audit
and Risk Committee is entitled to annual remuneration of £40,000 (31 January
2025: £40,000). These levels of remuneration have remained unchanged since
July 2017.
During the year ended 31 January 2026 and the year ended 31 January 2025, the
Directors' remuneration was as follows:
1 February 2025 to 31 January 2026 1 February 2024 to 31 January 2025 1 February 2023 to 31 January 2024
Director £ £ £
Jack Perry 50,000 50,000 50,000
Paul Meader((1)) 40,000 35,000 35,000
Stuart Beevor((2)) - 35,000 35,000
Fiona Le Poidevin((2)) - 40,000 40,000
((1) ) Mr Meader assumed chairmanship of the Audit and Risk
Committee on 1 February 2025.
((2) ) Mr Beevor and Mrs Le Poidevin retired from the Board with
effect from 31 January 2025.
The Company Directors' fees for the year amounted to £90,000 (31 January
2025: £160,000) with outstanding fees of £12,500 due to the Directors at 31
January 2026 (31 January 2025: £31,250) (see Note 8).
Both of the remaining Directors are non-executive and are each considered
independent for the purposes of Chapter 11 of the UK Listing Rules.
Duties and Responsibilities
The Board has overall responsibility for maximising the Company's success by
directing and supervising the affairs of the business and meeting the
appropriate interests of shareholders and relevant stakeholders, while
enhancing the value of the Company and also ensuring the protection of
investors. The Board has adopted a Schedule of Matters which sets out the
particular duties of the Board. Such reserved powers include the following:
• strategic matters;
• risk assessment and management including reporting,
compliance, governance, monitoring and control and financial reporting;
• statutory obligations and public disclosure;
• declaring Company dividends;
• managing the Company's advisers;
• appointment of a liquidator; and
• other matters having a material effect on the Company.
Corporate Governance Report (continued)
Duties and Responsibilities (continued)
The Directors have access to the advice and services of the Administrator, who
is responsible to the Board for ensuring that Board procedures are followed
and that it complies with Companies Law and applicable rules and regulations
of the GFSC and the London Stock Exchange. Where necessary, in carrying out
their duties, the Directors may seek independent professional advice and
services at the expense of the Company. The Company maintains appropriate
Directors' and Officers' liability insurance in respect of legal action
against its Directors, should this occur.
The Board's responsibilities for the Annual Report are set out in the
Directors' Responsibility Statement on pages 22 and 23. The Board is also
responsible for issuing appropriate Interim Reports and other price-sensitive
public reports.
One of the key criteria the Company uses when selecting non-executive
Directors, is their confirmation prior to their appointment that they will be
able to allocate sufficient time to the Company to discharge their
responsibilities in a timely and effective manner. The Board assesses the
training needs of Directors on an annual basis.
The Board formally met four times during the year and ad-hoc Board meetings
were called in relation to specific events or to issue approvals, often at
short notice when needed. Each Board member receives a comprehensive Board
pack at least five days prior to each meeting which incorporates a formal
agenda together with supporting papers for items to be discussed at the
meeting. In addition, informal update calls are held regularly between the
Directors and the Investment Manager.
Representatives of the Investment Manager attend relevant sections of the
Board meetings by invitation and the Directors also liaise with the Investment
Manager whenever required and there is regular contact outside the Board
meeting schedule.
Attendance is further set out below :
Director Scheduled Board Ad-hoc Board Audit and Risk Committee Ad-hoc
Meetings Meetings Meetings Committee
4 1 4 Meetings Management Engagement
1 Nomination Committee Remuneration
Committee Meeting Committee
Meeting 1 Meeting
1 1
Paul Meader 4 1 4 1 1 1 1
Jack Perry 4 1 4 1 1 1 1
The quorum for any Board meeting is two directors.
Conflicts of interest
A Director has a duty to avoid a situation in which he or she has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict,
with the interests of the Company. The Board requires Directors to declare all
appointments and other situations that could result in a possible conflict of
interest and has adopted appropriate procedures to manage and, if appropriate,
approve any such conflicts. The Board is satisfied that there is no compromise
to the independence of those Directors who have appointments on the boards of,
or relationships with, companies outside the Company.
Corporate Governance Report (continued)
Committees of the Board
The Board believes that it and its committees have an appropriate composition
and blend of backgrounds, skills and experience to discharge their duties
effectively. The Board is of the view that no one individual dominates
decision-making. The Board ensures that the collective skills and experience
of its members continue to be refreshed. It is satisfied that both Directors
have sufficient time to devote to their roles and that undue reliance is not
placed on any individual.
Each committee of the Board has written terms of reference, approved by the
Board, summarising its objectives, remit and powers and are reviewed on an
annual basis. Each committee has access to such external advice as it may
consider appropriate.
Committee members are provided with an appropriate induction on joining their
respective committees, as well as ongoing access to training. Minutes of all
meetings of the committees are made available to the Directors and feedback
from each of the committees is provided to the Board by the respective
committee chairs at the next Board meeting.
The Board and its committees are supplied with regular, comprehensive, and
timely information in a form and of a quality that enables them to discharge
their duties effectively. The Directors are able to make further enquiries of
the Investment Manager and Administrator whenever necessary and have access to
the services of the Company Secretary.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Mr Meader, and comprises Mr Perry,
both of whom held office throughout the year. The Chair of the Audit and Risk
Committee, the Investment Manager and the external auditor, Deloitte LLP, have
held discussions regarding the audit approach and identified risks. The
external auditors attend Audit and Risk Committee meetings, and a private
meeting is held routinely with the external auditor to afford them the
opportunity of discussions without the presence of the Investment Manager or
Administrator. The Audit and Risk Committee's activities are contained in the
Report of the Audit and Risk Committee on pages 37 to 38.
Management Engagement Committee
The Management Engagement Committee is chaired by Mr Perry and comprises Mr
Meader, both of whom held office throughout the year. The Management
Engagement Committee meets not less than once a year pursuant to its terms of
reference, which are available on the Company's website.
The Management Engagement Committee's main function is to review and make
recommendations in relation to the Company's service providers. The Management
Engagement Committee will review, in particular, any proposed amendment to the
Investment Management Agreement and will keep under review the performance of
the Investment Manager (including effective and active monitoring and
supervision of the activities of the
Investment Manager) in its role as investment manager to the Company as well
as the performance of other principal service providers to the Company. The
Audit and Risk Committee also reports on its relationship with the external
auditor.
Nomination Committee
The Nomination Committee is chaired by Mr Perry and comprises Mr Meader, both
of whom held office throughout the year. Given that the Company is in orderly
wind down and that there is no expectation for the Committee/Board composition
to change for the reasons provided in this Report, it was no longer deemed
necessary for the committee to meet at least once a year. The Nomination
Committee's remit is to review regularly the structure, size and composition
of the Board, to give full consideration to succession planning for Directors,
to keep under review the leadership needs of the Company and be responsible
for identifying and nominating, for the approval of the Board, candidates to
fill Board vacancies as and when they arise.
The Nomination Committee met on 3 April 2025 and on 23 April 2026 and
confirmed that its terms of reference remained appropriate. Board composition
and tenure were discussed and the policy on both issues was agreed as
disclosed in the Corporate Governance Report above. The directors'
independence was also reviewed and each individual director was considered as
independent.
Corporate Governance Report (continued)
Board Performance Evaluation
In accordance with Provision 26 of the AIC Code, the Board is required to
undertake a formal and rigorous evaluation of its performance on an annual
basis. The Board believes that annual evaluations are helpful and provide a
valuable opportunity for continuous improvement. Such an evaluation of the
performance of the Board as whole, the Audit and Risk Committee, the
Nomination Committee, the Management Engagement Committee, the Remuneration
Committee, individual Directors and the Chairman is carried out and the
results are considered by the whole Board.
The internal evaluation conducted by the Board during 2025 took the form of
self-appraisal questionnaires and discussion to determine effectiveness and
performance as well as the Directors' continued independence. The responses
were consolidated and anonymised and common themes identified in order for the
Board to determine key actions and next steps for improving Board and
Committee effectiveness and performance.
The evaluation concluded that the Board is performing satisfactorily and is
acquitting its responsibilities well in the areas reviewed which incorporated:
investment matters; Board composition and independence; relationships and
communication; shareholder value; knowledge and skills; Board processes; and
the performance of the Chairman. The Board believes that the current mix of
skills, experience and knowledge of the Directors is appropriate to the
requirements of the Company being in managed wind down.
The Nomination Committee has also reviewed the composition, structure and
diversity of the Board, the independence of the Directors and whether each of
the Directors has sufficient time available to discharge their duties
effectively. The Committee and the Board confirm that they believe that the
Board has an appropriate mix of skills and backgrounds and that all Directors
should be considered as independent in accordance with the provisions of the
AIC Code and have the time available to discharge their duties effectively.
Accordingly, the Board recommends that shareholders vote in favour of the
re-election of all Directors at the forthcoming AGM.
Succession Planning
The Board recognises that Directors serving nine years or more may appear to
have their independence impaired. However, the Board may nonetheless consider
Directors to remain independent. The Board considers it beneficial for
shareholders that there is continuity of Board leadership during this final,
managed realisation phase before placing the Company in liquidation.
Therefore, the Board has determined that, barring any unforeseen
circumstances, the present two Directors will continue in office until the
appointment of a liquidator.
Remuneration Committee
The Remuneration Committee is chaired by Mr Perry and comprises Mr Meader,
both of whom held office throughout the year. The Remuneration Committee is
responsible for recommending and monitoring the level and structure of
remuneration for all the Directors, including any compensation payments,
taking into account the time commitments and responsibilities of Directors and
any other factors which it deems necessary, including the recommendations of
the AIC Code.
There had been no changes to the Director fees since they were set on 1 July
2017 and they were not expected to change, subject to any unforeseen
circumstances, so an annual meeting was no longer deemed necessary. The
Remuneration Committee met on 3 April 2025 and confirmed that its terms of
reference remained appropriate. It was agreed that there will be no increase
to fees during the realisation period subject to any unforeseen circumstances.
No change in remuneration is therefore proposed for the year to 31 January
2027.
Internal Control and Financial Reporting
The Directors acknowledge that they are responsible for establishing and
maintaining the Company's system of internal controls and reviewing its
effectiveness. Internal control systems are designed to manage rather than
eliminate the failure to achieve business objectives and can only provide
reasonable but not absolute assurance against material misstatements or loss.
The Directors can confirm they have carried out a robust assessment of the
principal risks facing the Company, including those that would threaten its
business model, future performance, solvency or liquidity.
Corporate Governance Report (continued)
Internal Control and Financial Reporting (continued)
The key procedures which have been established to provide internal control
are:
• the Board has delegated the day-to-day operations of the
Company to the Administrator and Investment Manager, however it remains
accountable for all functions it delegates;
• the Board clearly defines the duties and responsibilities of
the Company's agents and advisers, and appointments are made by the Board
after due and careful consideration. The Board monitors the on-going
performance of such agents and advisers and continues to do so through the
Management Engagement Committee;
• the Board monitors the actions of the Investment Manager at
regular Board meetings and is also given frequent updates on developments
arising from the operations and strategic direction of the underlying
borrowers; and
• the Administrator provides administration and corporate
secretarial services to the Company. The Administrator maintains a system of
internal controls on which it reports to the Board.
The Board has reviewed the need for an internal audit function and has decided
that the systems and procedures employed by the Administrator and Investment
Manager, including their own internal controls and procedures, provide
sufficient assurance that an appropriate level of risk management and internal
control, which safeguards shareholders' investment and the Company's assets,
is maintained. An internal audit function specific to the Company is therefore
considered unnecessary, as explained on page 40.
Internal controls over financial reporting are designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes. The Administrator and
Investment Manager both operate risk-controlled frameworks on a continual
ongoing basis within a regulated environment. The Administrator undertakes a
SOC 1 Type 2 Report on Controls at a Service Organisation Audit which is
provided to the Board when finalised. The last available report is dated 6
February 2026 and covers the year to 31 October 2025. The Board has received
an assurance from the Administrator up to 31 January 2026 that there have been
no material changes in their control environment that would adversely affect
the Auditor's Opinion in the most recently published SOC 1 Type 2 Report and
the Directors have held further satisfactory discussions with the
Administrator around key controls employed. The Administrator also formally
reports to the Board quarterly through a compliance report. The Investment
Manager formally reports to the Board quarterly, including relevant updates
regarding their policies and procedures, and also engages with the Board on an
ad-hoc basis as required. No major weaknesses or failings within the
Administrator or Investment Manager have been identified.
The systems of control referred to above are designed to ensure effectiveness
and efficient operation, internal control and compliance with laws and
regulations. In establishing the systems of internal control, regard is paid
to the materiality of relevant risks, the likelihood of costs being incurred
and costs of control. It follows, therefore, that the systems of internal
control can only provide reasonable but not absolute assurance against the
risk of material misstatement or loss. This process has been in place for the
year under review and up to the date of approval of this Annual Report and
Financial Statements. It is reviewed by the Board and is in accordance with
the FRC's internal control publication: Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting.
The Company has delegated the provision of services to external service
providers whose work is overseen by the Management Engagement Committee at its
regular scheduled meetings. Each year a detailed review of performance
pursuant to their terms of engagement is undertaken by the Management
Engagement Committee. A review of the Investment Manager was undertaken by the
Directors on 19 June 2025 as part of the internal control environment.
Corporate Governance Report (continued)
Internal Control and Financial Reporting (continued)
Given the uncertainty with regard to the remaining life of the Company, the
Board will consider a further visit to the Investment Manager's office, during
the current financial year, if required. The conclusions of these reviews have
been satisfactory, providing assurance on the control environment to the
Board. In addition, the Company maintains a website which contains
comprehensive information, including regulatory announcements, share price
information, financial reports, investment objectives and strategy, investor
contacts and information on the Board.
Investment Management Agreement
The Company has entered into an agreement with the Investment Manager. This
sets out the Investment Manager's key responsibilities, this includes being
responsible to the Board for all issues relating to the maintenance and
monitoring of existing investments.
In accordance with UK Listing Rules Chapter 11 and having formally appraised
the performance and resources of the Investment Manager, in the opinion of the
Directors the continuing appointment of the Investment Manager on the terms
agreed is in the interest of the shareholders as a whole.
Whistleblowing
The Board has considered the AIC Code recommendations in respect of
arrangements by which staff of the Investment Manager or Administrator may, in
confidence, raise concerns within their respective organisations about
possible improprieties in matters of financial reporting or other matters.
It has concluded that adequate arrangements are in place for the proportionate
and independent investigation of such matters and, where necessary, for
appropriate follow-up action to be taken within their organisation.
Principal risks and uncertainties
During the year, the Board has overseen the Company's risk management
framework and risk culture. The Audit and Risk Committee undertook a robust
assessment of the Company's principal risks and associated risk appetite,
taking into account changes in the business and the external environment.
Determination of the risk appetite allows the Company to assess the nature and
extent of principal risks that it is exposed to and/or willing to take to
achieve objectives.
The Board considers the process for identifying, evaluating and managing any
significant risks faced by the Company on an ongoing basis and these risks are
reported and discussed at Board meetings. This ensures that effective controls
are in place to mitigate these risks and that a satisfactory compliance regime
exists to ensure all applicable local and international laws and regulations
are adhered to.
The Board can confirm that it has agreed all recommendations proposed by the
Audit and Risk Committee. The risks set out below represent a snapshot of the
Company's current principal risk profile. These risks have been ranked
considering the magnitude of potential impact, probability and taking into
account the effectiveness of existing controls. This is not an exhaustive list
of all risks the Company faces. As the macro environment changes and country
and industry circumstances evolve, new risks may arise and existing risks may
recede or the rankings of these risks may change.
For each material risk, the likelihood and potential impact are identified.
The Company's financial instrument risks are discussed in Note 11 to the
Financial Statements.
Corporate Governance Report (continued)
Principal risks and uncertainties (continued)
The Directors have identified the following as the principal risks faced by
the Company:
Description Nature of Risk Potential Impact Mitigation Movement of Risk in year
Inability to secure sales of underlying properties to facilitate timely Market, geopolitical and economic conditions are currently volatile and the This could result in delayed sale of the underlying properties and/or reduced The Investment Manager has appointed a receiver, administrator or operating No Change
capital repayments. outlook unsure. The Company's three key loans are in administration or quantum of capital proceeds. partner to each of the three key loans remaining and is ensuring the property
receivership.
securing each loan is being actively managed, with income and condition being
maintained wherever possible and economic to do so.
The thin market liquidity combined with receivership/administrator sales may
The Company's Borrowers retain a right of redemption but have been unable to also attract only opportunistic buyers seeking high returns and deep discounts
raise sufficient equity to refinance the current loans. in order to proceed with a perceived distressed sale with very limited The Investment Manager maintains an active dialogue with all of the
indemnities or warranties being offered. administrators/receivers, operating partners and agents active on each
investment and keeps the Board informed of any issues arising. Loans and the
underlying security are monitored on an ongoing basis to identify any further
In adverse market conditions with low transaction volumes and high costs of
deterioration or distress.
debt, the appointed Receivers and Administrators may find it challenging to
secure sales.
The Investment Manager remains an active participant in the UK CRE financing
market and as such is continually monitoring property and finance market
conditions, meaning it is well placed to deal with any issues. Current
conditions mean that reconciling a timely exit with maximising shareholder
value is challenging.
Corporate Governance Report (continued)
Principal risks and uncertainties (continued)
Fall in collateral values, and accuracy of valuations. Commercial property values are typically linked to a property's ability to This may impact the Company's ability to accurately determine collateral The current volatile market conditions may make the accuracy of valuations Increased Risk
generate cashflows and are benchmarked against comparable properties. values, and to appropriately consider the level of permanent impairment of any somewhat unreliable with significant but unknown bid offer spreads between
particular investment, within the target timeframe to realise that investment. buyer and seller aspirations. As things stand at the time of review, the
Economic and market volatility create material uncertainty in terms of
market for refinancing loans or the sale of underlying properties is
property valuations. uncertain.
The Board obtains external valuations as appropriate but also makes judgements
based on offers in hand, valuer and agency advice and outlook for each
specific property.
Given the market uncertainty and lack of transactional evidence, the Company
applies a probability weighted approach to the range of outcomes based on
differing realisation scenarios.
Corporate Governance Report (continued)
Principal risks and uncertainties (continued)
Portfolio Diversification. The Company is in wind down with only two loans remaining. The Company no longer benefits from portfolio diversification, but carries the As part of the orderly realisation, the Investment Manager and the Board have Increased Risk
specific risks associated with the remaining loans. stepped up monitoring of the individual investments and the Board receives
frequent formal and informal reports from the Investment Manager.
The remaining loans are in receivership or administration and, as such, the
Company's income generation is and cashflow are unpredictable. The Board also continues to closely monitor the Company's costs, to ensure
optimum value is obtained during the realisation of the portfolio.
Furthermore, the Company's fixed costs will thereof comprise a greater
proportion of the Group's revenues which may impact the amount of funds However, with only two loans outstanding, the portfolio's concentration risk
available for distribution to shareholders. has increased significantly and will continue to increase as loans are repaid.
The Board will adopt a prudent approach to the repayment of capital to
shareholders to ensure that the Company remains viable and avoids becoming a
distressed seller through the final realisation process.
Liquidation process and timeliness of final capital distribution. Liquidation of the Company may be delayed and it may continue to operate with Liquidation of the Company may be delayed and it may continue to operate with The performance of all loans and timings of repayments is monitored closely. No Change
high fixed costs relative to the remaining income streams. high fixed costs relative to the remaining income streams.
The Board and Investment Manager will continue to weigh the merits of
accelerated exits versus orderly repayment to maximise shareholder returns
where possible.
Potential claims and liabilities will be identified and addressed in advance
wherever possible.
Corporate Governance Report (continued)
Principal risks and uncertainties (continued)
The Company's principal risk factors are fully set out in the Company's 2018
Prospectus available on the Company's website (www.lbow.co.uk
(http://www.lbow.co.uk) ) and should be reviewed by shareholders, together
with the supplemental prospectus issued in 2019, albeit in the context that
the Company has now adopted a new Investment Policy and is in managed wind
down which has changed the nature of many of the principal risk factors, as
described above.
Emerging risks are regularly considered to assess any potential impact on the
Company and to determine whether any actions are required. Emerging risks
include those related to regulatory/legislative change, the impact of tariff
related changes in global trade and investment, the war in the Middle East and
Ukraine and macroeconomic and political change.
In summary, the above risks are mitigated and managed by the Board through
continual review, policy setting and updating of the Company's detailed risk
matrix to ensure that procedures are in place with the intention of minimising
the impact of the above-mentioned risks. The Board also relies on periodic
reports provided by the Investment Manager and Administrator regarding risks
that the Company faces. When required, experts will be employed to gather
information, including property surveyors, tax managers, legal managers or
environmental managers as appropriate.
By order of the Board
Jack Perry Paul Meader
Chairman Director
6 May 2026 6 May 2026
Report of the Audit and Risk Committee
The Audit and Risk Committee is chaired by Mr Meader. The Audit and Risk
Committee operates within clearly defined terms of reference (which are
available from the Company's website) and includes all matters indicated by
Disclosure and Transparency Rule 7.1, the AIC Code and the UK Code. Its other
member is Mr Perry who was appointed on 31 January 2025.
Only independent Directors can serve on the Audit and Risk Committee. Members
of the Audit and Risk Committee must be independent of the Company's external
auditor and Investment Manager. The Audit and Risk Committee will meet no less
than twice a year, and at such other times as the Audit and Risk Committee
Chair shall require.
The Committee members have considerable financial and business experience and
the Board has determined that the membership as a whole has sufficient recent
and relevant sector and financial experience to discharge its
responsibilities. The Board has taken note of the requirement that at least
one member of the Audit and Risk Committee should have recent and relevant
financial experience and is satisfied that the Audit and Risk Committee is
properly constituted in that respect, with all members being highly
experienced and, in particular, with one member having a background as a
chartered accountant.
The duties of the Audit and Risk Committee in discharging its responsibilities
include reviewing the Annual Report and Financial Statements and the Interim
Report, the system of internal controls, and the terms of appointment of the
Company's independent auditor together with their remuneration. It is also the
formal forum through which the auditor will report to the Board of Directors.
The objectivity of the auditor is reviewed by the Audit and Risk Committee
which will also review the terms under which the external auditor is appointed
to perform non-audit services and the fees paid to them or their affiliated
firms overseas.
Responsibilities
The main duties of the Audit and Risk Committee are:
• reviewing and monitoring the integrity of the Financial
Statements of the Company and any formal announcements relating to the
Company's financial performance, reviewing significant financial reporting
judgements contained in them;
• reporting to the Board on the appropriateness of the
Company's accounting policies and practices including critical judgement
areas;
• reviewing any draft impairment reviews of the Company's
investments prepared by the Investment Manager and making a recommendation to
the Board on any impairment in the value of the Company's investments;
• meeting regularly with the external auditor to review their
proposed audit plan and the subsequent audit report and assess the
effectiveness of the audit process and the levels of fees paid in respect of
both audit and non-audit work;
• making recommendations to the Board in relation to the
appointment, re-appointment or removal of the external auditor and approving
their remuneration and the terms of their engagement;
• monitoring and reviewing annually the auditor's
independence, objectivity, expertise, resources, qualification and non-audit
work;
• considering annually whether there is a need for the Company
to have its own internal audit function;
• monitoring the internal financial control and risk
management systems on which the Company is reliant;
• reviewing and considering the UK Code, the AIC Code and the
FRC Guidance on Audit and Risk Committees; and
• reviewing the risks facing the Company and monitoring the risk
matrix.
Report of the Audit and Risk Committee (continued)
Responsibilities (continued)
The Audit and Risk Committee is required to report its findings formally to
the Board, identifying any matters on which it considers that action or
improvement is needed, and make recommendations on the steps to be taken.
The external auditor is invited to attend the Audit and Risk Committee
meetings as the Directors deem appropriate and the Audit and Risk Committee
has the opportunity to meet the external auditor without representatives of
the Investment Manager or the Administrator being present at least once per
year.
Financial Reporting
The primary role of the Audit and Risk Committee in relation to the financial
reporting is to review with the Administrator, Investment Manager and the
auditor the appropriateness of the Annual Report and Financial Statements,
concentrating on, amongst other matters:
• the quality and acceptability of accounting policies and
practices;
• the clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance reporting
requirements;
• material areas in which significant judgements have been
applied or where there has been discussion with the external auditor including
the going concern status and viability statement;
• whether the Annual Report and Financial Statements, taken as
a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's performance, business model
and strategy; and
• any correspondence from regulators in relation to the
Company's financial reporting.
To aid its review, the Audit and Risk Committee considers reports from the
Administrator and Investment Manager and also reports from the auditor on the
outcome of their annual audit. The Audit and Risk Committee supports the
external auditor and recognises the necessary professional scepticism their
role requires.
Meetings
During the year ended 31 January 2026, the Audit and Risk Committee met
formally on four occasions. The matters discussed at those meetings included:
• review of the terms of reference of the Audit and Risk
Committee for approval by the Board;
• review of the accounting policies and format of the
Financial Statements;
• detailed review of the Annual Report and Financial
Statements, Interim Report and recommendation for approval by the Board
including the basis other than that of a going concern and the viability
statement;
• detailed review and updating of the Company's risk matrix;
• review and approval of the audit plan and final Audit and
Risk Committee report of the auditor;
• discussion and approval of the fee for the external audit;
• assessment of the independence of the external auditor;
• assessment of the effectiveness of the external audit
process as described below; and
• review of the Company's key risks and internal controls.
Report of the Audit and Risk Committee (continued)
Primary Area of Judgement
The Audit and Risk Committee determined that the key risk of misstatement of
the Company's Financial Statements relates to the valuation and recoverability
of the loans, in the context of the judgements necessary to evaluate any
related impairment of the loans and associated credit loss.
The Company's loans are the key value driver for the Company's NAV and
interest income. Judgements over the level of any impairment and
recoverability of loan principal and interest could significantly affect the
NAV.
The Company's remaining loans are past due and, in each case, the underlying
assets are subject to either receivership or administration process at the
behest of the Company. The Committee reviews the Investment Manager's
monitoring of the subject properties and performance of its appointed asset
managers, receivers, administrators and sales agents to ensure all reasonable
steps are being taken in the orderly realisation of the assets.
The Committee also receives updates from the Investment Manager regarding the
trading performance of each property. As a result, the Committee seeks to
determine the level of impairment to the loans.
The Audit and Risk Committee notes that critical judgements have been made in
relation to the assessment of the estimation of the loss given default to
each of the remaining two loans.
The incorrect treatment of any arrangement, exit and prepayment fees and the
impact of loan impairments in the effective interest rate calculations may
significantly affect the level of income recorded in the year thus affecting
the level of distributable income.
The Audit and Risk Committee focused their work on disclosures required in the
Annual Report following requirements under the AIC Code, consideration of
emerging risks, environmental, social and governance matters and on subsequent
event disclosures.
The Audit and Risk Committee also focused on IFRS 9 and in particular the
assessment of the credit risk changes and loss given default in relation to
the loan portfolio. The Audit and Risk Committee has reviewed detailed
impairment analysis and current loan performance reports prepared by the
Investment Manager together with the consideration of the current collateral
values underpinning the loan portfolio.
The Audit and Risk Committee also reviewed the income recognition and the
treatment of arrangement and exit fees which were based on effective interest
rate calculations prepared by the Investment Manager and the Administrator.
The internal credit rating of each loan as at 31 January 2026 was reviewed.
Both loans, RoyaleLife and Southport were identified as Stage 3 and have an
impairment provision of £35.3 million. Both loans were discussed at the Audit
and Risk Committee meeting to review the Annual Report, with the Investment
Manager, the Administrator and Auditor. In line with requirements of IFRS as
set out in the accounting policies, interest accruing and unpaid on Stage 3
loans recognised as Income net of ECL allowance in the Statement of
Comprehensive Income.
Risk Management
The Company's risk assessment process and the way in which significant
business risks are managed is a key area of focus for the Audit and Risk
Committee. The work of the Audit and Risk Committee is driven primarily by the
Company's assessment of its principal risks and uncertainties as set out on
pages 32 to 36 of the Corporate Governance Report, and it receives reports
from the Investment Manager and Administrator on the Company's risk evaluation
process and reviews changes to significant risks identified. Furthermore, the
Investment Manager monitors the risks associated with the investments and the
compliance of the investment portfolio with the investment restrictions of the
Company.
Report of the Audit and Risk Committee (continued)
Internal Audit
The Audit and Risk Committee continues to review the need for an internal
audit function and has decided that the systems and procedures employed by the
Administrator and the Investment Manager, including their own internal
controls and procedures, provide sufficient assurance that an appropriate
level of risk management and internal control, which safeguards shareholders'
investment and the Company's assets, is maintained. Furthermore, interviews
were conducted by the Board with the Investment Manager's Head of Compliance,
Head of Internal Audit and credit specialists which gave the Committee
assurance around the Investment Manager's internal controls. The Committee
also reviewed the Investment Manager's ISAE 3402 Report on Internal Controls.
An internal audit function specific to the Company is therefore considered
unnecessary.
External Audit
Deloitte LLP has been the Company's external auditor since the Company's
inception. This is the thirteenth audit period and therefore the Company is
obliged to consider tendering for a new audit firm. As the Company is in a
managed realisation, the Audit and Risk Committee has determined that Deloitte
LLP should remain as auditor until the Company has wound up.
The external auditor is required to rotate the audit partner every five years.
The Deloitte LLP lead audit partner, Mr Marc Cleeve, started his tenure in
2024 (in respect of the year ended 31 January 2025) and his current rotation
will end with the audit of the 2029 Annual Report and Financial Statements.
The objectivity of the auditor is reviewed by the Audit and Risk Committee
which also reviews the terms under which the external auditor may be appointed
to perform non-audit services. The Audit and Risk Committee reviews the scope
and results of the audit, its cost effectiveness and the independence and
objectivity of the auditor, with particular regard to any non-audit work that
the auditor may undertake. In order to safeguard auditor independence and
objectivity, the Audit and Risk Committee ensures that any other advisory
and/or consulting services provided by the external auditor do not conflict
with its statutory audit responsibilities. Advisory and/or consulting services
will generally only cover reviews of Interim Reports and capital raising work.
Any non-audit services conducted by the auditor outside of these areas will
require the consent of the Audit and Risk Committee before being initiated.
The external auditor may not undertake any work for the Company in respect of
the following matters - preparation of the Financial Statements, provision of
investment advice, taking management decisions or advocacy work in adversarial
situations.
The Committee reviews the scope and results of the audit, its cost
effectiveness and the independence and objectivity of the auditor, with
particular regard to the level of non-audit fees.
The Committee regularly monitors non-audit services being provided by the
external auditor to ensure there is no impairment to their independence or
objectivity.
Notwithstanding such services, the Audit and Risk Committee considers Deloitte
LLP to be independent of the Company and that the provision of such non-audit
services is not a threat to the objectivity and independence of the conduct of
the audit as appropriate safeguards are in place.
To fulfil its responsibility regarding the independence of the auditor, the
Audit and Risk Committee will consider:
• discussions with or reports from the auditor describing its
arrangements to identify, report and manage any conflicts of interest; and
• the extent of non-audit services provided by the auditor and
arrangements for ensuring the independence, objectivity, robustness and
perceptiveness of the auditor and their handling of key accounting and audit
judgements.
Report of the Audit and Risk Committee
(continued)
External Audit (continued)
To assess the effectiveness of the auditor, the Audit and Risk Committee will
review:
• the auditor's fulfilment of the agreed audit plan and
variations from it;
• discussions or reports highlighting the major issues that
arose during the course of the audit;
• feedback from other service providers evaluating the
performance of the audit team;
• the internal controls review for the purpose of Provision 34
of the AIC Code, for which the Board is in the process of developing a
framework against which it will report as required in the Annual Report and
Financial Statements for the financial year end 31 January 2027;
• arrangements for ensuring independence and objectivity;
• the robustness of the auditor in handling key accounting and
audit judgements; and
• a summary of the FRC's Audit Quality Review report for
Deloitte and discuss the findings with the audit partner to determine if any
of the indicators in that report had particular relevance to this year's audit
of the Company. Specifically, the Audit and Risk Committee discuss the extent
of the auditor's challenge of key estimates and assumptions in key areas of
judgement, including asset valuations and impairment testing and the quality
of the firm's audit of revenue.
The Audit and Risk Committee is satisfied with Deloitte LLP's effectiveness
and independence as auditor having considered the degree of diligence and
professional scepticism demonstrated by them. Having carried out the review
described above and having satisfied itself that the auditor remains
independent and effective, the Audit and Risk Committee has recommended to the
Board that Deloitte LLP be reappointed as auditor for the year ending 31
January 2027.
The Board's recommendation to shareholders on the re-appointment of Deloitte
LLP as external auditor will be put to shareholders at the Annual General
Meeting.
The Chair of the Audit and Risk Committee will be available at the Annual
General Meeting to answer any questions about the work of the Committee.
On behalf of the Audit and Risk Committee
Paul Meader
Chair of the Audit and Risk Committee
6 May 2026
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ICG-LONGBOW SENIOR SECURED UK
PROPERTY DEBT INVESTMENTS LIMITED
Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of ICG-Longbow Senior Secured UK
Property Debt Investments Limited (the 'Company'):
· give a true and fair view of the state of the Company's affairs as at
31 January 2026 and of its loss for the year then ended;
· have been properly prepared in accordance with United Kingdom adopted
international accounting standards;
· have been prepared in accordance with the requirements of the
Companies (Guernsey) Law, 2008.
We have audited the financial statements which comprise:
· the Statement of Comprehensive Income;
· the Statement of Financial Position;
· the Statement of Changes In Equity;
· the Statement of Cash Flows; and
· the related Notes 1 to 16.
The financial reporting framework that has been applied in their preparation
is applicable law and United Kingdom adopted international accounting
standards.
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the auditor's responsibilities for the
audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK,
including the Financial Reporting Council's (the 'FRC's') Ethical Standard as
applied to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We confirm
that we have not provided any non-audit services prohibited by the FRC's
Ethical Standard to the Company.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
3. Emphasis of matter - Financial statements prepared other than on a going
concern basis
We draw attention to note 2 b) in the financial statements, which indicates
that the financial statements have been prepared on a basis other than that of
a going concern. Our opinion is not modified in respect of this matter.
4. Summary of our audit approach
Key audit matters The key audit matter that we identified in the current year was:
· The assessment of expected credit losses (ECL) on loans advanced.
Within this report, key audit matter is identified as follows:
Similar level of risk
Materiality The materiality that we used in the current year was £0.415 million which was
determined on the basis of approximately 2% of the net asset value.
Scoping Audit work to respond to the risks of material misstatement was performed
directly by the audit engagement team.
Significant changes in our approach There were no significant changes in our approach from the prior year.
Materiality
The materiality that we used in the current year was £0.415 million which was
determined on the basis of approximately 2% of the net asset value.
Scoping
Audit work to respond to the risks of material misstatement was performed
directly by the audit engagement team.
Significant changes in our approach
There were no significant changes in our approach from the prior year.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
5.1. The assessment of expected credit losses (ECL) on loans advanced
Key audit matter description As at 31 January 2026, the aggregate value of loans advanced at amortised cost
amounted to £18.2 million (2025: £29.9 million) representing 86% of total
assets (2025: 90%).
As described in the Report of the Audit and Risk Committee, the Company's
loans are the key value driver for the net asset value and income from loans.
Judgements over the level of potential impairment of loan values using the ECL
model under IFRS 9 Financial Instruments, and the recoverability thereof, has
been identified as a key audit matter.
As the contractual maturities of both remaining loans were past due, a key
source of estimation uncertainty within the ECL model is the determination of
the loss given default ('LGD'), which is made with reference to collateral
asset values and net proceeds receivable from the sale, as well as the
expected timing of the sale or refinance of those assets. In valuing the
underlying collateral, management have historically engaged with external
valuation experts and for the current year have also relied on a mixture of
offers received and real estate agencies' advice. In doing so management has
determined a number of probability weighted scenarios.
The estimate also considers the impact of loan-specific matters which are
mainly the judgements around the values of the collaterals such as:
· adequacy of valuations performed by external valuation experts and
real estate agencies as well as scenarios proposed by the Investment Manager;
· credibility of third party offers;
· weightings and discounts adopted between different scenarios;
· estimated cost to sell underlying collateral; and
· estimated timing of collateral disposals.
The Investment Manager and management may seek to manipulate the assumptions
adopted to influence key performance indicators. As such, there is an
incentive to overstate the value of loans and we identified this as a
potential area for fraud.
This matter is explained further in the Report of the Audit and Risk Committee
on page 37. Note 2(k) and note 3 to the financial statements set out the
associated accounting policy and disclosure in respect of critical judgements
and key sources of estimation uncertainty, note 5 set out the composition of
the debt portfolio as well as the stress analysis and note 11 sets out details
of the associated risk factors, including credit risk.
How the scope of our audit responded to the key audit matter To respond to this key audit matter, we performed following procedures:
Obtained an understanding of relevant controls relating to the ECL assessment
process;
Assessed the competence, capability, and objectivity of management's valuation
expert and real estate agencies used;
With involvement of our real estate valuation specialists we estimated net
proceeds receivable from the underlying collateral and assessed assumptions
made by management in respect of the collateral valuation including:
· adequacy of the valuations performed by external valuation
experts and real estate agencies as well as scenarios proposed by the
Investment Manager;
· credibility of third party offers;
· weightings and discounts adopted between different scenarios;
· estimated cost to sell underlying collateral; and
· estimated timing of collateral disposals.
Alongside our ECL specialists, we assessed the appropriateness of the ECL
provision by evaluating management's scenario analyses and performing our own
assessment, including assessing the ECL model's compliance with IFRS 9
Financial Instruments requirements. The assumptions considered included:
collateral value; offers received on the underlying collateral and likelihood
of completion; and estimated net proceeds and impact of discounting (if any);
Tested the mathematical accuracy of the ECL provision model;
Performed a stand back analysis and assessed the ECL provision
retrospectively; and
Evaluated the appropriateness of disclosures made in the financial statements
in light of the requirements of IFRS 7 Financial Instruments: Disclosures.
Key observations Having carried out the procedures, we concluded that the assessment ECL on
loans advanced and related disclosure are appropriate.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial
statements that makes it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced. We use materiality both
in planning the scope of our audit work and in evaluating the results of our
work.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
Materiality £0.415 million (2025: £0.686 million)
Basis for determining materiality 2% (2025: 2%) of net asset value
Rationale for the benchmark applied Net asset value was determined to be the most appropriate benchmark as it is
considered one of the principal considerations in assessing financial
performance.
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the
probability that, in aggregate, uncorrected and undetected misstatements
exceed the materiality for the financial statements as a whole. Performance
materiality was set at 70% of materiality for the 2026 audit (2025: 70%). In
determining performance materiality, we considered the following factors:
· Our risk assessment, including our assessment of the overall control
environment; and
· Our past experience of the audit, which has indicated a low number of
corrected and uncorrected misstatements identified in prior periods.
6.3. Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the
Committee all audit differences in excess of £0.02 million (2025: £0.03
million), as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report to the Audit and
Risk Committee on disclosure matters that we identified when assessing the
overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Scoping
Our audit was scoped by obtaining an understanding of the Company and its
environment, including internal control, and assessing the risks of material
misstatement of the Company. Audit work to respond to the risks of material
misstatement was performed directly by the audit engagement team.
7.2. Our consideration of the control environment
The Company is administered by a third party Guernsey regulated service
provider. As part of our audit, we obtained an understanding of relevant
controls established at the service provider, including an SOC 1 type II
report of the service organisation's controls. We also obtained an
understanding of the relevant controls related to the financial reporting
process and ECL assessment process. We took a non-controls reliance approach
in our testing.
7.3. Our consideration of climate-related risks
As described in the Environmental Social and Governance Report included in
the Corporate Governance Report, the Company's activities only have a limited
direct impact on the environment as set out in annual report on page 23. We
have performed the following procedures:
· held discussions with management to understand the process of
identifying climate-related risks and the impact on the Company's financial
statements.
· read the Environmental Social and Governance Report included in
the Corporate Governance Report to consider whether it is materially
consistent with the financial statements and our knowledge obtained in the
audit.
8. Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
10. Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial
statements is located on the FRC's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud and non-compliance with laws and regulations,
we considered the following:
· the nature of the industry and sector, control environment and
business performance including the design of the Company's remuneration
policies, key drivers for directors' remuneration, bonus levels and
performance targets;
· the Company's own assessment of the risks that irregularities may
occur either as a result of fraud or error;
· results of our enquiries of management, the directors and the Audit
and Risk Committee about their own identification and assessment of the risks
of irregularities, including those that are specific to the Company's sector;
· any matters we identified having obtained and reviewed the Company's
documentation of their policies and procedures relating to:
o identifying, evaluating and complying with laws and regulations and
whether they were aware of any instances of non-compliance;
o detecting and responding to the risks of fraud and whether they have
knowledge of any actual, suspected or alleged fraud;
o the internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations;
· the matters discussed among the audit engagement team and relevant
internal specialists, including credit specialists and real estate valuation
specialists regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and
incentives that may exist within the organisation for fraud and identified the
greatest potential for fraud in the following area: the assessment of expected
credit losses (ECL) on loans advanced.
In common with all audits under ISAs (UK), we are also required to perform
specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that
the Company operates in, focusing on provisions of those laws and regulations
that had a direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and regulations we
considered in this context included the Companies (Guernsey) Law, 2008, the
Listing Rules and relevant tax legislation.
In addition, we considered provisions of other laws and regulations that do
not have a direct effect on the financial statements but compliance with which
may be fundamental to the Company's ability to operate or to avoid a material
penalty. These included the regulatory licences and The Protection of
Investors (Bailiwick of Guernsey) Law, 2020.
11.2. Audit response to risks identified
As a result of performing the above, we identified the assessment of expected
credit losses (ECL) on loans advanced as a key audit matter related to the
potential risk of fraud. The key audit matters section of our report explains
the matter in more detail and also describes the specific procedures we
performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified
included the following:
· reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions of relevant laws
and regulations described as having a direct effect on the financial
statements;
· enquiring of management and the Audit and Risk Committee concerning
actual and potential litigation and claims;
· performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material misstatement due
to fraud;
· reading minutes of meetings of those charged with governance and
reviewing correspondence with the Guernsey Financial Services Commission; and
· in addressing the risk of fraud through management override of
controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members including internal specialists, and
remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Report on other legal and regulatory requirements
12. Corporate Governance Statement
The Listing Rules require us to review the directors' statement in relation to
going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Company's compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements and our knowledge obtained during the
audit:
· the directors' statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material uncertainties
identified set out on page 19;
· the directors' explanation as to its assessment of the Company's
prospects, the period this assessment covers and why the period is appropriate
set out on page 19;
· the directors' statement on fair, balanced and understandable set
out on page 24;
· the Board's confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on page 24;
· the section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out on page
33; and
· the section describing the work of the Audit and Risk Committee set
out on pages 35 to 39.
13. Matters on which we are required to report by exception
13.1. Adequacy of explanations received and accounting records
Under the Companies (Guernsey) Law, 2008 we are required to report to you if,
in our opinion:
· we have not received all the information and explanations we require
for our audit; or
· proper accounting records have not been kept by the Company; or
· the financial statements are not in agreement with the accounting
records.
We have nothing to report in respect of these matters.
14. Other matters which we are required to address
14.1. Auditor tenure
Following the recommendation of the Audit and Risk Committee, we were
re-appointed by the Board on 19 June 2025 to audit the financial statements
for the year ending 31 January 2026. The period of total uninterrupted
engagement including previous renewals and reappointments of the firm is 13
years, covering the years ending 31 January 2014 to 31 January 2026.
14.2. Consistency of the audit report with the additional report to the Audit
and Risk Committee
Our audit opinion is consistent with the additional report to the Audit and
Risk Committee we are required to provide in accordance with ISAs (UK).
15. Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has
been undertaken so that we might state to the Company's members those matters
we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed
Marc Cleeve
For and on behalf of Deloitte LLP
Recognised Auditor
St Peter Port, Guernsey
6 May 2026
Statement of Comprehensive Income
For the year ended 31 January 2026
1 February 2025 to 1 February 2024 to
Notes 31 January 2026 31 January 2025
£ £
Income
Income from loans 2 e) 2,340,810 3,066,342
Income from cash and cash equivalents 78,699 74,417
Total income 2,419,509 3,140,759
Expenses
Investment Management fees 13 128,073 183,236
Directors' remuneration 12 90,000 160,000
Audit fees for the Company 14 83,660 85,650
ECL charge on loan capital 2,949,698 2,589,160
ECL charge on default interest income 2,340,810 3,066,342
Reversal of ECL charge on default interest from sale of assets (1,125,457) -
Other expenses 15 368,375 352,366
Total expenses 4,835,159 6,436,754
Loss for the year before tax (2,415,650) (3,295,995)
Taxation charge 4 - -
Loss for the year after tax (2,415,650) (3,295,995)
Total comprehensive loss for the year (2,415,650) (3,295,995)
Basic and diluted loss per Share (pence) 9 (1.99) (2.72)
All items within the above statement have been derived from discontinuing
activities on the basis of the orderly realisation of the Company's assets.
The Company had no recognised gains or losses for either period other than
those included in the results above.
The accompanying notes from 54 to 74 form an integral part of these Financial
Statements.
Statement of Financial Position
As at 31 January 2026
Notes 31 January 2026 31 January 2025
£ £
Assets
Current Assets
Loans advanced 5 18,213,536 29,896,891
Trade and other receivables 6 41,437 41,179
Cash and cash equivalents 7 2,893,123 3,200,201
Total current assets 21,148,096 33,138,271
Total assets 21,148,096 33,138,271
Liabilities
Current Liabilities
Trade and other payables 8 339,835 210,138
Total current liabilities 339,835 210,138
Total liabilities 339,835 210,138
Net assets 20,808,261 32,928,133
Equity
Share capital 10 54,946,139 64,650,361
Retained loss (34,137,878) (31,722,228)
Total equity attributable to the owners of the Company 20,808,261 32,928,133
Number of Ordinary Shares in issue at year end 10 121,302,779 121,302,779
Net Asset Value per Ordinary Share (pence) 9 17.15 27.15
The Financial Statements were approved by the Board of Directors on 6 May 2026
and signed on their behalf by:
Jack Perry Paul Meader
Chairman Director
6 May 2026 6 May 2026
The accompanying notes from 54 to 74 form an integral part of these Financial
Statements.
Statement of Changes in Equity
For the year ended 31 January 2026
Notes Number of shares Ordinary Share capital B Share capital Retained loss Total
£ £ £ £
As at 1 February 2025 121,302,779 64,650,361 - (31,722,228) 32,928,133
Total comprehensive loss - - - (2,415,650) (2,415,650)
B Shares issued July 2025 10 - (9,704,222) 9,704,222 - -
B Shares redeemed & cancelled July 2025 10 - - (9,704,222) - (9,704,222)
As at 31 January 2026 121,302,779 54,946,139 - (34,137,878) 20,808,261
For the year ended 31 January 2025
Number Ordinary Share B Share Retained
Notes of shares capital capital loss Total
£ £ £ £
As at 1 February 2024 121,302,779 64,650,361 - (28,426,233) 36,224,128
Total comprehensive loss - - - (3,295,995) (3,295,995)
As at 31 January 2025 121,302,779 64,650,361 - (31,722,228) 32,928,133
The accompanying notes from 54 to 74 form an integral part of these Financial
Statements.
Statement of Cash Flows
For the year ended 31 January 2026
1 February 2025 to 1 February 2024 to
Notes 31 January 2026 31 January 2025
£ £
Cash flows generated from operating activities
Loss for the year (2,415,650) (3,295,995)
Adjustments for non-cash items and working capital movements:
Movement in other receivables 6 (258) (10,461)
Movement in other payables and accrued expenses 8 129,697 (181,332)
Loan amortisation and ECL provision 2,949,699 2,589,160
Net cash generated/(used) from operating activities 663,487 (898,628)
Loans advanced less arrangement fees (800,000) (300,000)
Loans repaid 5 9,533,657 1,453,000
Net loans repaid less arrangement fees 8,733,657 1,153,000
Net cash generated from operating activities 9,397,144 254,372
Cash flows used in financing activities
Dividends paid 10 - -
Return of Capital paid 10 (9,704,222) -
Net cash used in financing activities (9,704,222) -
Net (decrease)/increase in cash and cash equivalents (307,078) 254,372
Cash and cash equivalents at the start of the year 3,200,201 2,945,829
Cash and cash equivalents at the end of the year 2,893,123 3,200,201
The accompanying notes from 54 to 74 form an integral part of these Financial
Statements.
1. General information
ICG-Longbow Senior Secured UK Property Debt Investments Limited is a
non-cellular company limited by shares and was incorporated in Guernsey under
the Companies Law on 29 November 2012 with registered number 55917 as a
closed-ended investment company. The registered office address is Floor 2, PO
Box 286, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY.
The Company's shares were admitted to the Premium Segment of the Official List
and to trading on the Main Market of the London Stock Exchange on 5 February
2013.
In line with the revised Investment Objective and Policy approved by
shareholders in the Extraordinary General Meeting in January 2021, the Company
is now undertaking an orderly realisation of its investments. As sufficient
funds become available the Board intends to return capital to shareholders,
taking account of the Company's working capital requirements and funding
commitments.
ICG Alternative Investment Limited is the external discretionary investment
manager.
2. Accounting policies
a) Basis of preparation
The Financial Statements for the year ended 31 January 2026 have been prepared
in accordance with UK adopted international accounting standards and the
Companies (Guernsey) Law, 2008.
The same accounting policies and methods of computation have been followed in
the preparation of these Financial Statements as in the Annual Report and
Financial Statements for the year ended 31 January 2025.
At the date of approval of these Financial Statements, the Company has
reviewed the following new and revised IFRS standards and interpretations that
have been issued and are now effective:
The adoption of these standards and interpretations has had no material impact
on the Financial Statements of the Company.
Effective for periods commencing
IAS 21 Lack of exchangeability 01 January 2025
Certain new accounting standards and amendments to accounting standards have
been published that are not mandatory for 31 January 2026 reporting periods
and have not been early adopted by the Company. The new standard and
amendments are not expected to have a material impact, on the entity in future
reporting periods and on foreseeable future transactions.
Effective for periods commencing
IFRS 18 Presentation and Disclosure in Financial Statements (replacing IAS 1 - 01 January 2027
Presentation of Financial Statements)
IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments 01 January 2026
General Annual Improvements to IFRS Accounting Standards- Volume 11 01 January 2026
2. Accounting policies (continued)
b) Going concern
The Directors, at the time of approving the Financial Statements, are required
to consider whether they have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the foreseeable
future and whether there is any threat to the going concern status of the
Company. At the EGM of the Company on 14 January 2021, following a
recommendation from the Board published in a circular on 16 December 2020,
shareholders voted by the requisite majority in favour of a change to the
Company's Objectives and Investment Policy which would lead to an orderly
realisation of the Company's assets and a return of capital to shareholders.
It is intended that, following the appointment of receivers or administrators
in respect of the last remaining loans, the investments will be realised as
and when the underlying property assets, or loans upon which they are secured,
can be sold in an orderly manner. The Company may take actions with the
consequence of accelerating or delaying realisation in order to optimise
shareholders' returns in the context of the Company's size.
Whilst the Directors are satisfied that the Company has adequate resources to
continue in operation throughout the realisation period and to meet all
liabilities as they fall due, given the Company is now in a managed wind down,
the Directors consider it appropriate to adopt a basis other than going
concern in preparing the financial statements.
In the absence of a ready secondary market in real estate loans by which to
assess market value of the loans, the basis of valuation for investments is
amortised cost net of impairment, recognising the realisable value of each
property in the orderly wind down of the Company. In accordance with the
Company's IFRS 9 Policy the staging of each loan has been reviewed and both
loans are now considered to be at Stage 3. Consequently, valuations reflect
the ECL assuming a twelve month realisation period, as detailed in Note 5. No
material adjustments have arisen solely as a result of ceasing to apply the
going concern basis.
c) Functional and presentation currency
The Financial Statements are presented in Pounds Sterling, which is the
functional currency as well as the presentation currency as all the Company's
investments and most transactions are denominated in Pounds Sterling.
d) Foreign currencies
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are translated at the
foreign exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in the Statement of Comprehensive
Income.
e) Interest income
In accordance with IFRS 9, interest income is recognised when it is probable
that the economic benefits will flow to the Company and the amount of revenue
can be measured reliably. Interest income is accrued on a time basis, by
reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to that asset's net
carrying amount on initial recognition. Arrangement and exit fees which are
considered to be an integral part of the contract are included in the
effective interest rate calculation.
For financial assets in Stage 3, interest is recognised on a net basis after
allowance for ECL. For financial assets in Stage 2, where the Company
considers that the quantum or timeliness of the economic benefit cannot be
measured reliably, in accordance with IFRS, interest will be recognised on a
gross basis and an ECL provision will be raised.
Interest on cash and cash equivalents is recognised on an accruals basis.
2. Accounting policies (continued)
f) Other fee income
Other fee income includes prepayment and other fees due under the contractual
terms of the debt instruments. Such fees and related cash receipts are not
considered to form an integral part of the effective interest rate and are
accounted for on an accruals basis.
g) Operating expenses
Operating expenses are the Company's costs incurred in connection with the
ongoing management of the Company's investments and administrative costs.
Operating expenses are accounted for on an accruals basis.
h) Taxation
The Company is exempt from Guernsey taxation under the Income Tax (Exempt
Bodies) (Guernsey) Ordinance 1989 for which it pays an annual fee of £1,600
which is included within other expenses. The Company is required to apply
annually to obtain exempt status for the purposes of Guernsey Taxation.
i) Dividends
Dividends payable are recognised as distributions in the financial statements
when the Company's obligation to make payment has been established. Dividends
paid during the year are disclosed in the Statement of Changes In Equity. Any
dividends that are declared post year end are disclosed as subsequent events.
j) Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors, as a whole. The key measure of performance used by the Board to
assess the Company's performance and to allocate resources is the total return
on the Company's Net Asset Value, as calculated under IFRS, and therefore no
reconciliation is required between the measure of profit or loss used by the
Board and that contained in the Financial Statements.
For management purposes, the Company is organised into one main operating
segment, being the provision of a portfolio of UK commercial property backed
senior debt investments.
The majority of the Company's income is derived from loans secured on
commercial and residential property in the United Kingdom.
Due to the Company's nature, it has no employees.
k) Financial instruments
Financial assets and financial liabilities are recognised in the Company's
Statement of Financial Position when the Company becomes a party to the
contractual provisions of the instrument. Financial assets and financial
liabilities are only offset and the net amount reported in the Statement of
Financial Position and Statement of Comprehensive Income when there is a
currently enforceable legal right to offset the recognised amounts and the
Company intends to settle on a net basis or realise the asset and liability
simultaneously.
Financial Assets
All financial assets are recognised and de-recognised on a trade date where
the purchase or sale of a financial asset is under a contract whose terms
require delivery of the financial asset within the timeframe established by
the market concerned, and are initially measured at fair value, plus
transaction costs, except for those financial assets classified as at fair
value through profit or loss, which are initially measured at fair value.
Financial assets are classified into the following specified categories:
financial assets at fair value through profit or loss, financial assets at
fair value through Other Comprehensive Income or financial assets at amortised
cost.
The classification depends on the nature and purpose of the financial assets
and is determined at the time of initial recognition.
2. Accounting policies (continued)
k) Financial instruments (continued)
The Company's financial assets currently comprise loans, trade and other
receivables and cash and cash equivalents.
i) Loans and receivables
These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They comprise loans and
trade and other receivables.
They are initially recognised at fair value plus transaction costs that are
directly attributable to the acquisition, and subsequently carried at total
claim value less allowance for Expected Credit Loss (ECL). The effect of
discounting on trade and other receivables is not considered to be material.
ii) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other
short-term highly liquid investments with an original maturity of three months
or less that are readily convertible to a known amount of cash and are subject
to an insignificant risk of changes in value.
iii) Effective interest rate method
The effective interest rate method is a method of calculating the amortised
cost of a debt instrument and of allocating interest income over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash receipts (including all fees paid or received that form
an integral part of the effective interest rate, transaction costs and other
premiums or discounts) through the expected life of the debt instrument, or,
where appropriate, a shorter period, to the net carrying amount on initial
recognition. Interest income is recognised net of ECL allowance in the
Statement of Comprehensive Income for all Stage 3 loans.
iv) Impairment of financial assets
The Company recognises a loss allowance for ECL on trade receivables and loan
receivables. The amount of ECL is updated at each reporting date to reflect
changes in credit risk since initial recognition of the respective financial
instrument. The Company always recognises a 12-month ECL for trade receivables
and loan receivables that fall under stage 1 assets. For stage 2 assets, the
Company recognises a lifetime ECL when there has been a significant increase
in credit risk since initial recognition. In respect of the Stage 3,
non-performing loans, lifetime expected credit losses are also recognised, and
interest is calculated on the net carrying amount and subject to further
provision for impairment in the event that it is unlikely to be received.
The ECL on Stage 1 and Stage 2 loans are estimated using a provision matrix
based on the Investment Manager's historical credit loss experience, adjusted
for factors that are specific to the debtors, general economic conditions and
an assessment of both the current as well as the forecast direction of
conditions at the reporting date, including time value of money where
appropriate. The Company has adopted a simplified model for trade receivables
where lifetime ECL is estimated and does not materially differ from the
12-month ECL.
The ECL for Stage 3 loans is assessed based on the expected net realisable
value of the underlying properties, taking inputs from various external
sources including property valuations, agency advice, comparable evidence and
offers received. Where specific valuation evidence is not available or
unclear, a risk probability weighted approach will be applied to a range of
outcomes.
v) Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased
significantly since initial recognition, the Company compares the risk of a
default occurring on the financial instrument at the reporting date with the
risk of a default occurring on the financial instrument at the date of initial
recognition. In making this assessment, the Company considers both
quantitative and qualitative information that is reasonable and supportable,
including historical experience and forward-looking information that is
available without undue cost or effort.
2. Accounting policies (continued)
k) Financial instruments (continued)
v) Significant increase in credit risk(continued)
Forward-looking information considered includes the future prospects of the
industries in which the Company's debtors operate, obtained from economic
expert reports, financial analysts, governmental bodies, relevant
think‑tanks and other similar organisations, as well as consideration of
various external sources of actual and forecast economic information that
relate to the Company's core operations.
In particular, the following information is taken into account when assessing
whether credit risk has increased significantly since initial recognition:
• an actual or expected significant deterioration in the financial
instrument's external (if available) or internal credit rating;
• significant deterioration in external market indicators of credit risk for
a particular financial instrument,
e.g. a significant increase in the credit spread, the credit default swap
prices for the debtor, or the length of time or the extent to which the fair
value of a financial asset has been less than its amortised cost;
• existing or forecast adverse changes in business, financial or economic
conditions that are expected to cause a significant decrease in the debtor's
ability to meet its debt obligations;
• any actual or expected significant deterioration in the operating results
of the debtor;
• significant increases in credit risk on other financial instruments of the
same debtor; or
• an actual or expected significant adverse change in the regulatory,
economic, or technological environment of the debtor that results in a
significant decrease in the debtor's ability to meet its debt obligations.
Despite the foregoing, the Company assumes that the credit risk on a financial
instrument has not increased significantly since initial recognition if the
financial instrument is determined to have low credit risk at the reporting
date. A financial instrument is determined to have low credit risk if:
• The financial instrument has a low risk of default;
• The debtor has a strong capacity to meet its contractual cash flow
obligations in the near term; and
• Adverse changes in economic and business conditions have not, or will not
in the foreseeable future, reduce the ability of the borrower to fulfil its
contractual cash flow obligations. Where the ability to meet cashflow
obligations, including payment of interest, are impacted the risk associated
with the financial instrument may be considered to have increased.
The Company considers a financial asset to have low credit risk when the asset
has external credit rating of 'investment grade' in accordance with the
globally understood definition or if an external rating is not available, the
asset has an internal rating of 'performing'. Performing means that the
counterparty has a strong financial position and there are no past due
amounts.
The Company regularly monitors the effectiveness of the criteria used to
identify whether there has been a significant increase in credit risk and
revises them as appropriate to ensure that the criteria are capable of
identifying significant increase in credit risk before the amount becomes past
due.
vi) Definition of default
The Company considers the following as constituting an event of default for
internal credit risk management purposes as historical experience indicates
that financial assets that meet any of the following criteria may not be fully
recoverable:
• when there is a breach of financial covenants by the debtor which has not
be waived or where the lender's rights have not been reserved pending action
by the borrower;
• information developed internally or obtained from external sources
indicates that the debtor is unlikely to pay its creditors, including the
Company, in full (without taking into account any collateral held by the
Company); or
• when the Company have appointed administrators or receivers to the debtor.
2. Accounting policies (continued)
k) Financial instruments (continued)
vi) Definition of default (continued)
There is a rebuttable presumption that where loans are past due or interest is
unpaid for more than 30 days, this leads to a significant increase in credit
risk or that if unpaid for more than 90 days this leads to an event of
default. However, the Company may elect to waive the default or give a period
of forbearance and reserve its rights in respect of the default to enhance
returns and hence may rebut the presumption that there is a significant
increase in credit risk or an event of default.
vii) Credit-impaired financial assets
A financial asset is credit‑impaired when one or more events that have a
detrimental impact on the estimated future cash flows of that financial asset
have occurred. Evidence that a financial asset is credit‑impaired includes
observable data about the following events:
(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event (see (vi)
above);
(c) the lenders to the borrower, for economic or contractual reasons relating
to the borrower's financial difficulty having granted to the borrower
concessions that the lenders would not otherwise consider;
(d) it is becoming probable that the borrower will enter bankruptcy or other
financial reorganisation; or
(e) the disappearance of an active market for that financial asset because of
financial difficulties.
viii) Write-off policy
The Company writes off a financial asset when there is information indicating
that the debtor is in severe financial difficulty and there is no realistic
prospect of recovery, e.g. when the debtor has been placed under liquidation
or has entered into bankruptcy proceedings, or in the case of loan
receivables, when the amounts are over two years past due, whichever occurs
sooner. Financial assets written off may still be subject to enforcement
activities under the Company's recovery procedures, taking into account legal
advice where appropriate. Any recoveries made are recognised in profit or
loss.
ix) Measurement and recognition of ECL
The measurement of ECL is a function of the probability of default, loss given
default (i.e. the magnitude of the loss if there is a default) and the
exposure at default. The assessment of the probability of default and loss
given default is based on historical data adjusted by forward‑looking
information as described above. As for the exposure at default, for financial
assets, this is represented by the asset's gross carrying amount at the
reporting date.
For financial assets, the ECL is estimated as the difference between all
contractual cash flows that are due to the Company in accordance with the
contract and all the cash flows that the Company expects to receive,
discounted at the original effective interest rate.
If the Company has measured the loss allowance for a financial instrument at
an amount equal to lifetime ECL in the previous reporting period but
determines at the current reporting date that the conditions for lifetime ECL
are no longer met, the Company measures the loss allowance at an amount equal
to 12‑month ECL at the current reporting date, except for assets for which a
simplified approach was used.
The Company's measurement of ECL reflects an unbiased and probability-weighted
amount that is determined by evaluating the range of possible outcomes as well
as incorporating the time value of money. The Company has also considered
reasonable and supportable information from past events, current conditions
and reasonable and supportable forecasts for future economic conditions when
measuring ECL.
2. Accounting policies (continued)
k) Financial instruments (continued)
ix) Measurement and recognition of ECL (continued)
· Stage 1 covers financial assets that have not deteriorated
significantly in credit risk since initial recognition;
· Stage 2 covers financial assets that have significantly
deteriorated in credit quality since initial recognition; and
· Stage 3 covers financial assets that have objective evidence of
impairment at the reporting date.
Twelve-month ECL are recognised in stage 1, while lifetime ECL are recognised
in stages 2 and 3. The Company's remaining loan book are all past due and as
a result 12 month and lifetime ECL will be the same.
x) Modification of cash flows
Having performed adequate due diligence procedures, the Company may negotiate
or otherwise modify the contractual cash flows of loans to customers, usually
as a result of loan extensions. When this happens, the Company assesses
whether or not the new terms are substantially different to the original
terms.
If the terms are not substantially different, the renegotiation or
modification does not result in derecognition, and the Company recalculates
the gross carrying amount based on the revised cash flows of the financial
asset and recognises a modification gain or loss in profit or loss. The new
gross carrying amount is recalculated by discounting the modified cash flows
at the original effective interest rate.
If terms are substantially different the original asset is derecognised and a
new financial asset is recognised. It is assumed that the terms are
substantially different if the discounted present value of the cash flows
under the new terms, including any fees paid net of any fees received and
discounted using the original effective rate is at least 10 per cent different
from the discounted present value of the remaining cash flows of the original
financial asset. If the modification is not substantial, the difference
between: (1) the carrying amount of the liability before the modification; and
(2) the present value of the
cash flows after modification is recognised in profit or loss as the
modification gain or loss within other gains and losses as explained in
paragraph above.
xi) Derecognition of financial assets
The Company derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity. If the Company neither transfers nor retains substantially all
the risks and rewards of ownership and continues to control the transferred
asset, the Company recognises its retained interest in the asset and an
associated liability for amounts it may have to pay. If the Company retains
substantially all the risks and rewards of ownership of a transferred
financial asset, the Company continues to recognise the financial asset and
also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable, is recognised in profit or loss.
Financial liabilities
The classification of financial liabilities at initial recognition depends on
the purpose for which the financial liability was issued and its
characteristics.
All financial liabilities are initially recognised at fair value net of
transaction costs incurred. All purchases of financial liabilities are
recorded on a trade date, being the date on which the Company becomes party to
the contractual requirements of the financial liability. Unless otherwise
indicated the carrying amounts of the Company's financial liabilities
approximate to their fair values.
2. Accounting policies (continued)
k) Financial instruments (continued)
Financial liabilities (continued)
The Company's financial liabilities consist of only financial liabilities
measured at amortised cost.
i) Financial liabilities measured at amortised cost
These include trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at amortised
cost using the effective interest rate method.
ii) Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or have expired. The
difference between the carrying amount of the financial liability derecognised
and the consideration paid and payable is recognised in profit or loss.
i) Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Company are recognised as the proceeds received, net of direct
issue costs.
3. Critical accounting judgements and key sources of estimation uncertainty
in applying the Company's accounting policies
The preparation of the Financial Statements under IFRS requires management to
make judgements, estimates and assumptions that affect the application of
policies and reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience
and other factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making judgements about carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and
future periods.
Critical accounting judgements
In assessing the ECL, the Board have made critical judgements in relation to
the staging of the loans and assessments which impact the loss given default.
In assessing whether the loans have incurred a significant increase in credit
risk the Investment Manager, on behalf of the Board, assesses the credit risk
attaching to each of the loans, and the realisable value of the underlying
property on which the loans are secured.
The Company has adopted the Investment Manager's internal credit rating
methodology and has used its loss experience to benchmark investment
performance and potential impairment for Stage 1, Stage 2 and Stage 3 loans
under IFRS 9 considering both probability of default and loss given default.
It is noted that the Company's remaining loans are all now past due, and that
receivers or administrators have been appointed over the Company's security.
The Investment Manager and the Board will also take into consideration the
likely repayment term of loans that have become past due and the actions to be
taken, by the appointed receiver or administrator to repay such loans.
Consequently a loan which is past due, but otherwise performing, may continue
to be assessed as Stage 1 where there is an active repayment plan in place, or
supporting evidence that the loan can be repaid in full and the Company has
given a period of forbearance whilst reserving its rights to, or charging,
default interest.
Against the backdrop of interest rate rises and liquidity issues as discussed
in the Investment Manager's Report, the Investment Manager and Board agree
that all remaining investments have a heightened credit risk. At the
reporting date, the remaining two loans are subject to enforcement action and,
in the absence of an active and liquid property market, are considered as
Stage 3 assets with a material risk of credit loss.
3. Critical accounting judgements and estimates in applying the Company's
accounting policies (continued)
Key sources of estimation uncertainty
The measurement of both the initial and ongoing ECL allowance for loan
receivables measured at amortised cost is an area that has required the use of
significant assumptions about credit behaviour such as likelihood of borrowers
continuing to support their properties through interest payments and equity
injections, or defaulting and the resulting losses.
In line with the Company's investment strategy at the time, most loans
benefited from significant LTV headroom at origination, with business plans
designed to deliver further value increases over time. This combined with
tight covenants generally enabled the Investment Manager to manage risk over
the term of the loans. However, following the change in Investment Strategy to
one of orderly wind down and the reduction of the portfolio to just two
remaining assets, the Investment Manager and the Board have placed greater
emphasis on the source and delivery of repayment of each loan when assessing
valuation and the risk of capital loss.
As discussed above, a material reduction in transactional evidence and higher
funding costs have led to fall in property values generally, but with those
sectors subject to structural change (e.g. offices), and higher interest rates
(e.g. residential housing for sale) being particularly impacted. As a
result, both remaining loans have evidence of heightened credit risk with the
equity buffer having been eroded by falls in property values, and the
likelihood of further sponsor support being considered remote, and as such
have been assessed as Stage 3 loans.
The Board's valuation of Stage 3 assets (those loans considered to have a
material risk of credit loss), is first informed by third party property
valuations and supporting comparative transactional evidence, including
marketing processes being undertaken. The Investment Manager and the Board
will then overlay property level cashflows arising are considered, where
relevant. The Investment Manager and the Board will then overlay property
level cashflows, expected sales costs and other factors considered necessary
to achieve exits within the target timeframes for returning capital to
shareholders.
Both of the Company's Stage 3 assets are subject to enforcement action in the
form of administration or receivership at the reporting date. As a result, the
Company has considered the likelihood of achieving sales at the most recent
third party valuation or at discounts to reflect the current lack of liquidity
in the relevant property sector and the Company's target timeframes and the
probability of such outcomes. These probabilities and discounts are further
informed by prospective purchasers' offers or expressions of interest where
properties have been marketed.
In arriving at the investment valuations, the Investment Manager has overlayed
the expected costs of sale and exit timeframes to determine a weighted average
valuation of each loan under the expected interest rate method and, thereby,
the expected credit loss for each loan that may result. Net carrying values of
the remaining Stage 3 loans are disclosed in note 5.
Revenue recognition is considered a significant accounting judgement and
estimate that the Directors make in the process of applying the Company's
accounting policies. In respect of the Company's Stage 3 loans, interest
income will be recognised through the Statement of Comprehensive Income net of
ECL allowance. In view of the trading conditions of the Southport hotel and
liquidity challenges facing the RoyaleLife loan, the Directors consider it
unlikely that interest payments will be received in the future.
4.
Taxation
No tax was chargeable for the current year ended 31 January 2026. (31 January
2025: £Nil)
5. Loans advanced
(i) Loans advanced
1 February 2025 to 31 January 2026 1 February 2024 to 31 January 2025
£ £
Loans gross carrying value: 53,520,113 68,030,170
Less: Expected Credit Losses (35,306,577) (38,133,279)
18,213,536 29,896,891
31 January 2026 31 January 2026 31 January 2025 31 January 2025
Principal advanced Carrying value before ECL allowance Principal advanced Carrying value before ECL allowance
£ £ £ £
Affinity((1)) - - 16,572,789 17,374,512
Southport((2)) 16,600,000 18,774,577 15,800,000 17,428,494
RoyaleLife 25,382,017 34,745,536 25,382,017 33,227,164
41,982,017 53,520,113 57,754,806 68,030,170
((1) ) Net capital receipts of £9.50 million received during the
period.
((2) ) There was an £800,000 increase to the Southport loan
principal during the year.
(ii) Valuation considerations
As noted above, the Company is now in the process of an orderly wind down. It
had been the intention of the Investment Manager and Directors to hold loans
through to their repayment date, and seek a borrower led repayment in order to
maximise value for the shareholders. Economic and property market conditions
have not enabled this, with commercial property transactions in many sectors
remaining subdued.
The carrying value amounts of the loans, recorded at amortised cost in the
Financial Statements have been adjusted for expected credit losses. For
further information regarding the status of each loan and the associated risks
see the Investment Manager's Report.
As loans have fallen past due and enforcement actions have been taken, the
Directors have also reassessed the likelihood and timing of receipt of any
interest and exit fees associated with the loans in the context of the current
underlying property value and weak market conditions.
Each property on which investments are secured was subject to an independent,
third-party valuation at the time the investment was entered into and updated
valuations have been obtained as deemed appropriate. All investments are made
on a hold to maturity basis. Each investment is being closely monitored
including a review of the performance of the underlying property security.
Third party property valuations are typically based on the specific
particulars of the property (rent, Weighted Average Unexpired Lease Term
(WAULT), vacancy, condition and location) and assume a normal marketing period
and sales process. Valuers benchmark against comparative evidence from
recent transactions in similar properties in similar locations.
Both the remaining Investments are considered to be Stage 3 assets and are
subject to enforcement action. The carrying value of each Stage 3 investment
has been calculated to reflect the net present value of the expected net
proceeds from, and timing of, exit under a range of scenarios reflecting the
latest indicators of realisable value, the cost of disposal (including
enforcement action taken), and potential discount to valuation that a willing
buyer may offer in the current market for a purchase out of the
administration/receivership in an accelerated process with limited vendor
warranties and indemnities.
5. Loans advanced (continued)
(iii) IFRS 9 - Impairment of Financial
Assets
As discussed above, in recent years, the UK commercial property market has
experienced a period of low transaction volumes, as buyers adjust their
pricing in order to generate target returns in a higher interest rate
environment with uncertain occupational demand in many sectors. Conversely,
unless forced, sellers are inclined to hold properties where they can in the
expectation of improved liquidity as the economic outlook stabilises. In this
context, valuation and, therefore, the ECL for each investment has been
recalculated based on the underlying property performance, third party bids on
the underlying assets themselves, and property valuations together with any
sales/marketing experience to date as discussed further below.
The internal credit rating of each loan as at 31 January 2026 has been
reviewed. The remaining two loans which were identified as Stage 3 assets at
31 January 2025, have remained Stage 3 assets, with an ECL provision of
£35,306,577 (31 January 2025: £38,133,279).
As at 31 January 2026
Stage 1 Stage 2 Stage 3 Total
Principal advanced - - 41,982,017 41,982,017
Gross carrying value - - 53,520,113 53,520,113
Less ECL allowance((i)) - - (35,306,577) (35,306,577)
- - 18,213,536 18,213,536
As at 31 July 2025 (Unaudited)
Stage 1 Stage 2 Stage 3 Total (Unaudited)
Principal advanced - - 41,882,017 41,882,017
Gross carrying value - - 52,427,083 52,427,880
Less ECL allowance((i)) - - (31,962,011) (31,962,011)
- - 20,465,072 20,465,869
As at 31 January 2025
Stage 1 Stage 2 Stage 3 Total
Principal advanced - - 57,754,806 57,754,806
Gross carrying value - - 68,030,170 68,030,170
Less ECL allowance((i)) - - (38,133,279) (38,133,279)
- - 29,896,891 29,896,891
Southport
The Southport hotel has been identified as a Stage 3 asset since 31 January
2023. Following an aborted sales process and a remarketing exercise, the
hotel, which continues to generate positive EBITDA, is subject to a bid in
excess of book value. In assessing the ECL as at 31 January 2026, the
Investment Manager and the Board have, consistent with prior periods,
considered a range of potential outcomes based on the current bid, other bids
received and market advice and have adopted a probability weighted approach,
discounting the resultant cashflows to the expected completion. The ECL
provision increased by £1,554,580 in the year, which represents £546,083 of
default interest, full provision for the working capital injection made during
the year of £800,000 and an increase of £208,497 due to a valuation decline.
Affinity
As announced on 29 May 2025, the Company exchanged contracts to sell the
property securing the Affinity loan. This sale completed in June 2025, and the
Company received net consideration of £10.10 million, of which approximately
£9.20 million was treated as net capital receipts from the sale (net of
costs), and the balance of £0.90 million as a reduction of the credit loss
expense.
5. Loans advanced (continued)
(iii) IFRS 9 - Impairment of Financial
Assets
RoyaleLife
As previously reported, the companies holding the sites securing the
RoyaleLife loan were placed into administration during 2023 to protect the
assets from other creditor claims. The sites were sold into a new holding
company structure at the end of 2024 and the Company's debt, together with
that of its co-lenders, was restructured to facilitate the transaction.
Consequently, the Company now participates in a fully cross collateralised
loan to the new operating structure whilst retaining a claim against any
proceeds arising from the ongoing administration of the old operating
structure. The administrator ran a sales process prior to the restructure from
which an institutionally backed offer for the entire platform was received,
and heads of terms were agreed. Whilst the sale did not progress, the
Investment Manager is continuing to support the new operator to rebrand and
relaunch the sale of individual bungalow homes in order to retain optionality
and maximise value for the lenders. The Investment Manager continues to work
with the administrator to explore all avenues for recovery of losses against
the original borrower platform.
The Board and Investment Manager consider there to be a material risk of loss
and the loan was categorised as Stage 3 in July 2023, with the restructured
loan remaining at Stage 3. In determining the ECL as at 31 January 2026 the
Board and the Investment Manager have considered a range of third party
guidance; and have adopted the same probability weighted approach and
considered a range of outcomes linked to sale of the properties, and to the
relaunch of the underlying business with an exit over time. The Board and the
Investment Manager have also factored in the cost of ongoing working capital
support to the portfolio alongside the recent tax rebates received following
the original restructure of the loans.
The Company together with its co-lenders retain the rights, under the original
loan, to any recoveries linked to the administration process and the
bankruptcy proceedings against the previous beneficial owner. The Company is
also party to a legal claim against the original valuer of the portfolio, as
set out elsewhere in this report, albeit no value has been attached to any
such claims.
A reconciliation of the ECL allowance is presented as follows:
Expected Credit Loss Allowances
At 31 January 2025 ECL release from loan sale ECL movement related to loan capital ECL movement related to default interest At 31 January 2026
£ £ £ £ £
Affinity (7,840,855) 8,117,209 - (276,355) -
Southport (10,360,782) - (1,008,497) (546,083) (11,915,362)
RoyaleLife (19,931,642) - (1,941,201) (1,518,372) (23,391,215)
(38,133,279) 8,117,209 (2,949,698) (2,340,810) (35,306,577)
The carrying values of the remaining investments above contemplate sales in a
difficult market and have been adjusted for expected credit losses, making
allowance for the potential impact of sales out of receivership/administration
on the properties' underlying liquidity and attractiveness to buyers, as well
as the timeframe in which the Company is seeking to realise its investments.
The remaining loans are, or have been, subject to enforcement processes, which
in some cases may deter certain potential buyers from bidding for the assets.
Southport and RoyaleLife are secured against operating assets which brings
additional complexity for buyers when compared to, say, single tenant
investment properties and, in the case of RoyaleLife, operates in a new and
emerging sector.
5. Loans advanced (continued)
(iv) IFRS 9 Impairment - Stress Analysis (continued)
The Investment Manager and the Board have considered the impact of a further
10%, 20% and 30% reduction in the underlying property values, broadly
reflecting a one, two and three stage credit deterioration as previously
presented, and recalculated its probability weighted valuations on this basis.
The potential negative impact of these further declines in property values on
the portfolio as a whole is set out below.
Stress test impact on Expected Credit Loss at 31 January 2026
31 January 2026 31 January 2025
10% reduction in property value £1,575,000 £2,933,000
20% reduction in property value £3,150,542 £5,875,000
30% reduction in property value £4,725,813 £8,817,000
All efforts continue to be made by the Investment Manager and the Board to
crystalise the value in the remaining investments in a reasonable time frame
in order to return capital to shareholders and proceed to the liquidation of
the Company. However, as discussed above, in the current market many
properties for sale are not receiving any bids, even where they are considered
distressed, and the limited number of buyers active in the market are seeking
out the maximum distress in order to achieve best relative value and maximise
their potential returns. Accordingly, the timing of the final realisation of
the Company's remaining assets cannot be predicted with certainty. The Board
and Investment Manager have considered the impact of a delay in the
realisation of the remaining loans. A 3 month delay would, at 31 January 2026,
reduce the net present value of the cashflows arising by £2.5% (£450,000),
whilst a 6 month delay would result in a 4.9% (£885,000) reduction in the net
present value of the cashflows arising.
The current performance of each loan is discussed in the Investment Manager's
report.
6. Trade and other receivables
31 January 2026 31 January 2025
£ £
Other receivables 41,437 41,179
The Company has management policies in place to ensure that all receivables
are received within the credit time frame. The Directors consider that the
carrying amount of all receivables approximates to their fair value.
7. Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Company and short-term
bank deposits held with maturities of twelve months or less. The carrying
amounts of these assets approximate their fair value.
The table below shows the Company's cash balances and the banks in which they
are held:
31 January 2026 31 January 2025
£ £
Lloyds Bank International Limited 101,533 301,532
Barclays Bank plc 101,269 301,552
Butterfield Bank (Guernsey) Limited 206,610 301,877
Royal Bank of Scotland International Limited 2,483,711 2,295,240
2,893,123 3,200,201
8. Trade and other payables
31 January 2026 31 January 2025
£ £
Investment Management fees (see Note 13) 98,908 39,831
Directors' remuneration (see Note 12) 12,500 31,250
Administration fees (see Note 13) 87,462 67,917
Audit fees (see note 14) 35,800 34,800
Other expenses 4,325 36,340
Other creditors 100,840 -
339,835 210,138
Trade creditors comprise amounts payable to borrowers. The Company has
management policies in place to ensure that all payables are paid within the
credit time frame. The Directors consider that the carrying amount of all
payables approximates to their fair value.
9. Earnings per share and Net Asset Value per share
Earnings per share
1 February 2025 to 1 February 2024 to
31 January 2026 31 January 2025
Loss for the year (£) (2,415,650) (3,295,995)
Weighted average number of Ordinary Shares in issue 121,302,779 121,302,779
Basic and diluted loss (pence) (1.99) (2.72)
The calculation of basic and diluted loss per share is based on the loss for
the year and on the weighted average number of Ordinary Shares in issue in for
the year ended 31 January 2026.
There are no dilutive shares in issue at 31 January 2026 (31 January 2025:
none).
Net Asset Value per share
31 January 2026 31 January 2025
NAV (£) 20,808,261 32,928,133
Number of Ordinary Shares in issue 121,302,779 121,302,779
NAV per share (pence) 17.15 27.15
The calculation of NAV per share is based on Net Asset Value and the number of
Ordinary Shares in issue at the year end.
10. Share capital
The authorised share capital of the Company is represented by an unlimited
number of Ordinary Shares with or without a par value which, upon issue, the
Directors may designate as (a) Ordinary Shares; (b) B Shares; and (c) C
Shares, in each case of such classes and denominated in such currencies as the
Directors may determine.
31 January 2026 31 January 2025
Number of shares Number of shares
Authorised
Ordinary Shares of no par value Unlimited Unlimited
B Shares of no par value Unlimited Unlimited
Total No Total No
Ordinary Shares 121,302,779 121,302,779
10. Share Capital (continued)
B Shares
B Shares issued July 2025 121,302,779 -
B Shares redeemed and cancelled July 2025 (121,302,779) -
- -
£ £
Share capital brought forward 64,650,361 64,650,361
Repaid in the year (9,704,222) -
Share capital carried forward 54,946,139 64,650,361
Dividends
Dividends are recognised by the Company in the quarterly NAV calculation
following the declaration date. No dividends were declared or paid in respect
of the period 1 February 2025 to 31 January 2026.
Following shareholder approval of proposed changes to the Company's Investment
Objectives and Investment Policy which allows an orderly realisation of the
Company's assets and return of capital to shareholders, the Board has made it
clear that payment of quarterly dividends would continue only whilst it
remained prudent to do so.
Due to the enforcement actions which have taken place over the two remaining
assets, trading levels have been reduced and accordingly levels of operating
cashflow are projected to be significantly reduced.
The Company has a predictable cost base and the ability to hold back capital
from future repayments to meet costs and preserve working capital over the
medium to long-term. However, it is no longer considered appropriate to
distribute a regular dividend.
Return of Capital
Return of Capital is recognised by the Company in the quarterly NAV
calculation following the declaration date.
The Directors announced one Return of Capital in the period and returned a
total amount of 8.00 pence per Ordinary Share to shareholders, being
£9,704,222 in total based on the current number of Ordinary Shares in issue.
This return of capital was effected by way of an issue of redeemable B Shares
to existing shareholders pro rata to their shareholding on the record date set
out below and the subsequent redemption of those B Shares.
Return of Capital per share Total Return of Capital
1 February 2025 to 31 January 2026 Pence £
Return of Capital July 2025 8.00 9,704,222
8.00 9,704,222
Rights attaching to Shares
The Company has a single class of Ordinary Shares which are not entitled to a
fixed dividend. During the year ended 31 January 2026, the company had one
issue of redeemable B shares which were redeemed on a Return of Capital
payment to shareholders of the redeemable B shares.
At any General Meeting of the Company each Ordinary Shareholder is entitled to
have one vote for each share held. The Ordinary Shares also have the right to
receive all income attributable to those shares and participate in
distributions made and such income shall be divided pari passu among the
holders of Ordinary Shares in proportion to the number of Ordinary Shares held
by them.
10. Share Capital (continued)
Rights attaching to Shares (continued)
The Company's Articles include a B Share mechanism for returning capital to
Shareholders and following Shareholder approval on 14 January 2021, the
Company has and will continue to utilise this mechanism in future. When the
Board determines to return capital to Shareholders, the Company will issue B
Shares, paid up out of
the Company's assets, to existing Shareholders pro rata to their holding of
Ordinary Shares at the time of such issue. The amount paid up on the B Shares
will be equal to the cash distribution to be made to Shareholders via the B
Share mechanism. The B Shares shall be redeemable at the option of the Company
following issue and the redemption proceeds (being equal to the amount paid up
on such B Shares) paid to the holders of such B Shares
on such terms and in such manner as the Directors may from time to time
determine. It is therefore expected that the B Shares will only ever be in
issue for a short period of time and will be redeemed for cash shortly after
their issue in order to make the return of capital to Shareholders.
It is intended that following each return of capital the Company will publish
a revised estimated Net Asset Value and Net Asset Value per Ordinary Share
based on the prevailing published amounts adjusted to take into account the
return of capital. The number of Ordinary Shares in issue will remain
unchanged.
11. Risk Management Policies and Procedures
The Company through its investment in senior loans is exposed to a variety of
financial risks, including market risk (including currency risk and interest
rate risk), credit risk and liquidity risk. The Company's overall risk
management procedures focus on the unpredictability of operational performance
of the borrowers and on property fundamentals and seek to minimise potential
adverse effects on the Company's financial performance.
The Directors are ultimately responsible for the overall risk management
approach within the Company. The Directors have established procedures for
monitoring and controlling risk. The Company has investment guidelines that
set out its overall business strategies, its tolerance for risk and its
general risk management philosophy.
In addition, the Investment Manager monitors and measures the overall risk
bearing capacity in relation to the aggregate risk exposure across all risk
types and activities. Further details regarding these policies are set out
below:
Market risk
Market price risk
Market risk includes market price risk, currency risk and interest rate risk.
If a borrower defaults on a loan and the real estate market enters a downturn
it could materially and adversely affect the value of the collateral over
which loans are secured. This risk is considered by the Board to be as a
result of credit risk as it relates to the borrower defaulting on the loan.
The Company's overall market position is monitored by the Investment Manager
and is reviewed by the Directors on an ongoing basis.
Currency risk
The Company's currency risk exposure is considered to be immaterial as all
investments have been and will be made in Pounds Sterling.
Interest rate risk
Interest rate risk is the risk that the value of financial instruments and
related income from cash and cash equivalents will fluctuate due to changes in
market interest rates.
The majority of the Company's financial assets are loans advanced, which are
at a fixed rate of interest, and cash and cash equivalents.
11. Risk Management Policies and Procedures (continued)
Market risk (continued)
Interest rate risk (continued)
The following table shows the portfolio profile of the material financial
assets as at 31 January 2026 and 31 January 2025:
31 January 2026 31 January 2025
£ £
Floating rate
Cash 2,893,123 3,200,201
Fixed rate
Loans advanced, net of ECL allowance 18,213,536 29,896,891
21,106,659 33,097,092
The timing of interest payments on the loans advanced is summarised in the
table on page 72.
Credit risk
Credit risk is the risk that a counterparty will be unable to pay amounts in
full when due. The Company's main credit risk exposure are on the loans
advanced, where the Company invests in secured senior debt, and in respect of
monies held with banks.
With respect to its loan portfolio the Company has adopted the Investment
Manager's internal credit rating methodology to assess and monitor the
creditworthiness of each loan and resultant credit risk, Probability of
Default (PD), and Loss Given Default (LGD).
The model takes into account factors below such as:
· financial risk of the borrower - considers the financial position
of the borrower in general and considers LTV, ICR and amortisation
profile/debt maturity;
· property risk - where the property location, quality
(specification, condition) and letting risk are considered;
· income risk - the income risk category considers, tenant
diversity, tenant credit quality and lease length ratio, sector diversity and
geographical diversity; and
· borrower/structure risk - where factors such as history of the
borrower/sponsor, loan control (security package) and covenants are
considered.
11. Risk Management Policies and Procedures (continued)
Credit risk (continued)
The credit rating methodology is dynamic and recognises the interplay between
diversity and quality as a risk mitigant. The Company's current credit risk
grading framework comprises the following categories and portfolio weightings:
Grade Description Maximum credit risk exposure 2026 Maximum credit risk exposure 2025
AAA, AA+ Virtually no risk - -
AA to A Low risk - -
BBB Moderate risk - -
BB Average risk - -
B Acceptable risk - -
CCC+ Borderline Risk - -
CCC Special Mention - -
CC Substandard - -
D Doubtful 53,520,113 68,030,170
D Loss - -
The classification of loans for the purpose of considering expected credit
loss are discussed in the company's accounting policies and in note 5 above,
these include a deterioration in credit rating from the date of initial
recognition and are not based solely on the absolute credit rating at a point
in time.
The Company has previously used the Investment Manager's loss experience to
benchmark investment performance and potential impairment for Stage 1 and
Stage 2 assets under IFRS 9 considering expected loss given default. In the
case of Stage 3 assets the Company considers the net realisable value of the
underlying property security in determining expected credit loss. The total
exposure to credit risk arises from default of the loan counterparty and the
carrying amounts of other financial assets best represent the maximum credit
risk exposure at the year-end date, including the principal advanced on loans,
interest outstanding on loans and cash and cash equivalents. As at 31 January
2026, the maximum credit risk exposure was £53,520,113 (31 January 2025:
£68,030,170).
The Investment Manager has adopted procedures to reduce credit risk exposure
through the inclusion of covenants in loans issued, along with conducting
credit analysis of the counterparties, their business and reputation, which is
monitored on an ongoing basis. The Investment Manager routinely analyses the
profile of the Company's underlying risk in terms of exposure to significant
tenants, reviewing market data and forecast economic trends to benchmark
borrower performance and to assist in identifying potential future stress
points.
Collateral held as security
Each loan is secured by a charge of commercial real estate property pledged by
the borrower. To diversify credit risk the Company maintains its cash and cash
equivalents across four (31 January 2024: four) different banking groups as
shown below. In order to cover operational expenses, a working capital balance
at Royal Bank of Scotland International Limited is maintained and monitored.
This is subject to the Company's credit risk monitoring policies.
11. Risk Management Policies and Procedures (continued)
Credit risk (continued)
Collateral held as security (continued)
The table below shows the Company's cash balances and the credit rating for
each counterparty:
Rating 31 January 2026 31 January 2025
£ £
Lloyds Bank International Limited A 101,533 301,532
Barclays Bank plc A 101,269 301,552
Butterfield Bank (Guernsey) Limited BBB+ 206,610 301,877
Royal Bank of Scotland International Limited A- 2,483,711 2,295,240
2,893,123 3,200,201
The carrying amount of these assets approximates their fair value.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its
liabilities as they fall due. The Company's loans advanced are illiquid and
may be difficult or impossible to realise for cash at short notice.
The Company manages its liquidity risks through the regular preparation and
monitoring of cash flow forecasts to ensure that it can meet its obligations
as they fall due. The Company expects to meet its ongoing obligations though
existing cash reserves.
Liquidity risks arise in respect of other financial liabilities of the Company
due to counterparties. The Company's loan assets are all now past due and in
default and the financial liabilities all have maturity dates within one
year. An analysis of the maturity of financial assets classified as loans
advanced is shown in the table below:
Less than one year Between one and five years Total as at
31 January 2026
£ £ £
Southport - principal 16,600,000 - 16,600,000
Southport - interest and exit fees 490,356 - 490,356
RoyaleLife - principal 25,382,017 - 25,382,017
RoyaleLife - interest and exit fees 4,261,464 - 4,261,464
46,733,837 - 46,733,837
Less than one year Between one and five years Total as at
31 January 2025
£ £ £
Affinity - principal 16,572,789 - 16,572,789
Affinity - interest and exit fees 326,231 - 326,231
Southport - principal 15,800,000 - 15,800,000
Southport - interest and exit fees 490,356 - 490,356
RoyaleLife - principal 25,382,017 - 25,382,017
RoyaleLife - interest and exit fees 4,261,464 - 4,261,464
62,832,857 - 62,832,857
11. Risk Management Policies and Procedures (continued)
Credit risk (continued)
Capital management policies and procedures
The Company's capital management objectives are to ensure that the Company
will be able to continue to meet all of its liabilities as they fall due and
to maximise the income and capital return to equity shareholders during the
managed wind down.
The Board, with the assistance of the Investment Manager, monitors and reviews
the broad structure of the Company's capital on an ongoing basis.
The Company has no externally imposed capital requirements. The Company's
capital at the year-end comprised equity share capital and reserves.
12. Related Party Transactions and Directors' Remuneration
Parties are considered to be related if one party has the ability to control
the other party or exercise significant influence over the party in making
financial or operational decisions.
In the opinion of the Directors, on the basis of shareholdings advised to
them, the Company has no immediate or ultimate controlling party.
Directors
The Company Directors' fees for the year amounted to £90,000 (31 January
2025: £160,000) with outstanding fees of £12,500 due to the Directors at 31
January 2026 (31 January 2025: £31,250) (see Note 8).
13. Material Agreements
Investment Manager Agreement
Investment Management fees for the year amounted to £128,073 (31 January
2025: £183,236), of which £98,908 (31 January 2025: £39,831) was
outstanding at the year-end (see Note 8).
The Investment Manager was entitled to a management fee at a rate equivalent
to 0.5% per annum of the Net Asset Value paid quarterly in arrears based on
the average Net Asset Value as at the last business day of each month in each
relevant quarter.
The Investment Manager's agreement became effective from 25 November 2020 and
shall continue thereafter unless terminated in accordance with the terms of
the agreement. The Investment Manager's appointment cannot be terminated by
the Company with less than 12 months' notice. The Company may terminate the
Investment Management Agreement with immediate effect if the Investment
Manager has committed any material, irremediable breach of the Investment
Management Agreement or has committed a material breach and fails to remedy
such breach within 30 days of receiving notice from the Company requiring it
to do so; or the Investment Manager is no longer authorised and regulated by
the FCA or is no longer permitted by the FCA to carry on any regulated
activity necessary to perform its duties under the Investment Management
Agreement.
The Investment Manager may terminate their appointment immediately if the
Company has committed any material, irremediable breach of the Investment
Management Agreement or has committed a material breach and fails to remedy
such breach within 30 days of receiving notice from the Company requiring it
to do so.
Administration Agreement
The Administrator has been appointed to provide day to day administration and
company secretarial services to the Company, as set out in the Administration
Agreement. Under the terms of the Administration Agreement, the Administrator
is entitled to a fixed fee of £90,000 per annum for services such as
administration, corporate secretarial services, corporate governance,
regulatory compliance and stock exchange continuing obligations provided to
the Company. The Administrator will also be entitled to an accounting fee
charged on a time spent basis with a minimum fee of £40,000 per annum.
Administration and accounting fees for the year amounted to £195,437 (31
January 2025: £177,256) of which £87,462 (31 January 2025: £67,917) was
outstanding at the year end.
13. Material Agreements (continued)
Registrar Agreement
The Registrar has been appointed to provide registration services to the
Company and maintain the necessary books and records, as set out in the
Registrar Agreement.
Under the terms of the Registrar Agreement, the Registrar is entitled to an
annual fee from the Company equal to £1.78 per shareholder per annum or part
thereof, subject to a minimum of £7,500 per annum. Other Registrar activities
will be charged for in accordance with the Registrar's normal tariff as
published from time to time.
Depositary Agreement
The Depositary has been appointed from 25 November 2020 to provide depositary
services under the AIFMD to the Company, which include cash monitoring, asset
verification and oversight, as set out in the Depositary Agreement.
Under the terms of the Depositary Agreement, the Depositary is entitled to a
fixed fee from the Company of £25,000 per annum.
14. Auditor's Remuneration
Audit and non-audit fees payable to the auditors can be analysed as follows:
31 January 2026
31 January 2025
£ £
Audit fees for the Company 83,660 85,650
Total Audit fees 83,660 85,650
No non-audit fees were paid during the year (2025: nil).
15. Other Expenses
31 January 2026 31 January 2025
£ £
Broker fees 50,000 50,000
Administration fees 195,437 177,256
Regulatory fees 17,006 20,483
Listing fees 25,801 1,854
Legal and professional fees 19,051 20,489
Other expenses 61,080 82,284
368,375 352,366
16. Subsequent events
There are no material subsequent events noted after the reporting date.
alternative performance measures
Performance Measure Definition & Reconciliation to IFRS Reason for Use Calculation
Total Income per Share The total income of the Company as disclosed in the Statement of Comprehensive To provide transparency to the Company's investment returns. 1.99 pence per share for the year ended 31 January 2026 (2.59 pence per share
Income divided by the number of Ordinary Shares in issuance at the relevant
for the year ended 31 January 2025).
reporting date.
NAV per Share The net asset value of the Company divided by the number of Ordinary Shares in To assist shareholders in assessing the performance of the Company over a 17.15 pence for the year ended 31 January 2026 (27.15 pence for the year ended
issuance at the relevant reporting date. period in relation to its Investment Objectives. 31 January 2025).
Dividend per Share The total dividends per Ordinary Share declared and/or paid during the To assist shareholders in assessing the performance of the Company in relation No dividends were declared or paid during the year ended 31 January 2026 (nil
relevant reporting period. to its Investment Objectives. during the year ended 31 January 2025).
Share Price Premium / Discount The percentage difference between the NAV per share and the quoted price of To assist shareholders in identifying and monitoring the performance of the Share price discount of 17.5% for the year ended 31 January 2026 (discount of
each Ordinary Share as at the relevant reporting date. Company. 27.5% for the year ended 31 January 2025)
Percentage Capital Invested The aggregate value of the investments at amortised cost divided by total To assist shareholders in identifying and monitoring the performance of the 87.5% of total assets for the year ended 31 January 2026 (90.8% of total
shareholder equity. Where the figure exceeds 100%, the investments will be Company and the level of gearing. assets for the year ended 31 January 2025)
partially funded by the Company's debt facility.
glossary of capitalised defined terms
"Administrator" means Ocorian Administration (Guernsey) Limited;
"Administration Agreement" means the Administration Agreement dated 23 January
2013 between the Company and the Administrator;
"Admission" means the admission of the shares to the premium listing segment
of the Official List and to trading on the London Stock Exchange;
"AEOI" means Automatic Exchange of Information;
"Affinity" means Impact Spectrum Limited;
"AGM" or "Annual General Meeting" means the general meeting of the Company;
"AIC" means the Association of Investment Companies;
"AIC Corporate Governance Code 2024" means the AIC Code;
"AIFMD" means the Alternative Investment Fund Managers Directive;
"Annual Report" or "Annual Report and Financial Statements" means the annual
publication of the Company provided to the shareholders to describe their
operations and financial conditions, together with their Financial Statements;
"Articles of Incorporation" or "Articles" means the articles of incorporation
of the Company, as amended from time to time;
"Board" or "Directors" or "Board of Directors" means the directors of the
Company from time to time;
"B shares" means a redeemable Ordinary Share of no par value in the capital of
the Company issued and designated as a B Share of such class, and denominated
in such currency, as may be determined by the Directors at the time of
issue. Issued for the purpose of returning capital in accordance with
Article 8;
"Capital Distribution Per Share" means the total annual Return of Capital to
shareholders divided by the number of Shares in issue (other than shares held
in treasury);
"Code" or "Corporate Governance Code" means the UK Corporate Governance Code
2024 as published by the Financial Reporting Council;
"Companies Law" means the Companies (Guernsey) Law, 2008, (as amended);
"Company" means ICG-Longbow Senior Secured UK Property Debt Investments
Limited;
"CRS" means Common Reporting Standard;
"ECL" means expected credit losses;
"EGM" means an Extraordinary General Meeting of the Company;
"EPS" or "Earnings per share" means Earnings per Ordinary Share of the Company
and is expressed in Pounds Sterling;
"ESG" means Environmental, Social and Governance;
"EU" means the European Union;
"Euro" or "€" means Euro;
"FATCA" means Foreign Account Tax Compliance Act;
"FCA" means the UK Financial Conduct Authority (or its successor bodies);
"Financial Statements" means the audited financial statements of the Company,
including the Statement of Comprehensive Income, the Statement of Financial
Position, the Statement of Changes in Equity, the Statement of Cash Flows,
and associated notes;
"FRC" means the Financial Reporting Council;
"FTSE" means the Financial Times Stock Exchange;
"GDP" means gross domestic product;
"GFSC" means the Guernsey Financial Services Commission;
"GIIN" means Global Intermediary Identification Number;
glossary of capitalised defined terms (continued)
"GFSC Code" means the GFSC Finance Sector Code of Corporate Governance;
"IAS" means international accounting standards as issued by the Board of the
International Accounting Standards Committee;
"ICG" means Intermediate Capital Group PLC;
"IFRS" means the UK adopted international accounting standards;
"ICR" means the debt/profitability ratio used to determine how easily a
company can pay interest on outstanding debt;
"Interim Report" means the Company's interim report and unaudited interim
condensed financial statements for the period ended 31 July;
"Investment Manager" or "ICG-Longbow" means ICG Alternative Investment Limited
or its associates;
"Investment Manager Agreement" means Investment Management Agreement dated 25
November 2020 between the Company and the Investment Manager;
"IPO" means the Company's initial public offering of shares to the public
which completed on 5 February 2013;
"ISIN" means an International Securities Identification Number;
"LGD" means loss given default;
"London Stock Exchange" or "LSE" means London Stock Exchange plc;
"LTV" means Loan to Value ratio;
"Main Market" means the main securities market of the London Stock Exchange;
"Management Engagement Committee" means a formal committee of the Board with
defined terms of reference;
"Memorandum" means the Company's memorandum;
"NAV per share" means the Net Asset Value per Ordinary Share divided by the
number of Shares in issue (other than shares held in treasury);
"Net Asset Value" or "NAV" means the value of the assets of the Company less
its liabilities, calculated in accordance with the valuation guidelines laid
down by the Board, further details of which are set out in the 2017
Prospectus;
"Official List" is the Premium Segment of the FCA's Official List;
"PD" means probability of default;
"Registrar" means MUFG Corporate Markets (Guernsey) Limited (formerly Link
Asset Services (Guernsey) Limited;
"Registrar Agreement" means the Registrar Agreement dated 31 January 2013
between the Company and the Registrar;
"RoyaleLife" means collectively, Time GB Properties LendCo Limited, Royal
Parks Limited, Ambassador Royale Parks Parent Limited and Ambassador Royale
Parks Intermediate Limited ;
"Schedule of Matters" means the Schedule of Matters Reserved for the Board,
adopted 23 January 2013, amended 25 September 2020;
"SOC 1 Type 2 Report" means System and Organization Controls 1. A report that
focuses on the internal controls over financial reporting;
"SOCI" means the Statement of Comprehensive Income;
"Southport" means Waterfront Southport Properties Limited and Waterfront
Hotels (Southport) Limited - now in administration;
glossary of capitalised defined terms (continued)
"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland;
"UK Listing Rules" means the listing rules made by the FCA under section 73A
Financial Services and Markets Act 2000;
"£" or "Pounds Sterling" means British pound sterling and "pence" means
British pence.
directors and general information
Board of Directors Independent Auditor English Solicitors to the Company
Jack Perry (Chair) Deloitte LLP Gowling WLG (UK) LLP
Paul Meader PO Box 137 4 More London Riverside
Regency Court London
Audit and Risk Committee Glategny Esplanade United Kingdom
Paul Meader (Chair) St. Peter Port SE1 2AU
Jack Perry Guernsey
GY1 3HW Guernsey Advocates to the Company
Management Engagement Committee Carey Olsen
Jack Perry Guernsey Administrator and Company Secretary Carey House
(Chair)
Ocorian Administration (Guernsey) Limited PO Box 98
Paul Meader
P.O. Box 286 Les Banques
Floor 2 St Peter Port
Nomination Committee
Trafalgar Court Guernsey
Jack Perry (Chair)
Les Banques GY1 4BZ
Paul Meader
St Peter Port
Guernsey
Remuneration Committee
GY1 4LY Bankers
Paul Meader (Chair)
Butterfield Bank (Guernsey) Limited
Jack Perry
Depositary PO Box 25
Ocorian Depositary (UK) Limited Regency Court
Investment Manager
5th Floor Glategny Esplanade
ICG Alternative Investment Limited
20 Fenchurch Street St Peter Port
Procession House
London Guernsey
55 Ludgate Hill
England GY1 3AP
London
EC3M 3BY
United Kingdom
Barclays Bank plc
EC4M 7JW
Registrar 6-8 High Street
MUFG Corporate Markets St Peter Port
Registered office
51 Lime Street Guernsey
P.O. Box 286
London GY1 3BE
Floor 2
EC3M 7DQ
Trafalgar Court
Lloyds Bank International Limited
Les Banques
Corporate Broker and Financial Adviser PO Box 136
St Peter Port
Cavendish Securities plc Sarnia House
Guernsey
1 Bartholomew Close Le Truchot
GY1 4LY
London St Peter Port
United Kingdom Guernsey
EC1A 7BL GY1 4EN
Identifiers The Royal Bank of Scotland International
GIIN: 6IG8VS.99999.SL.831 Royal Bank Place
ISIN: GG00B8C23S81 1 Glategny Esplanade
Sedol: B8C23S8 St Peter Port
Ticker: LBOW Guernsey
Website: www.lbow.co.uk (http://www.lbow.co.uk) GY1 4BQ
cautionary statement
The Chairman's Statement and Investment Manager's Report have been prepared
solely to provide additional information for shareholders to assess the
Company's strategies and the potential for those strategies to succeed. These
should not be relied on by any other party or for any other purpose.
The Chairman's Statement and Investment Manager's Report may include
statements that are, or may be deemed to be, "forward-looking statements".
These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or, in each
case, their negative or other variations or comparable terminology.
These forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this document and include
statements regarding the intentions, beliefs or current expectations of the
Directors and the Investment Manager, concerning, amongst other things, the
investment objectives and investment policy, financing strategies, investment
performance, results of operations, financial condition, liquidity, prospects,
and distribution policy of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Forward-looking statements are not guarantees of future
performance.
The Company's actual investment performance, results of operations, financial
condition, liquidity, distribution policy and the development of its financing
strategies may differ materially from the impression created by the
forward-looking statements contained in this document.
Subject to their legal and regulatory obligations, the Directors and the
Investment Manager expressly disclaim any obligations to update or revise any
forward-looking statement contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based.
The annual report will shortly be available at the National Storage Mechanism
for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
ICG-Longbow Senior Secured UK Property Debt Investments Limited
P.O. Box 286
Floor 2, Trafalgar Court
Les Banques, St Peter Port, Guernsey
GY1 4LY, Channel Islands.
T +44 (0) 1481 742742
Further information available online:
www.lbow.co.uk (http://www.lbow.co.uk)
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. END FR BCGDUGBGDGLL
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