REG - ICG-Longbow Senior - Half-year Report
30/09/2025 07:00
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RNS Number : 2712B ICG-Longbow Snr Sec UK Prop DebtInv 30 September 2025
ICG-Longbow Senior Secured UK Property Debt Investments Limited
Interim Report And
Unaudited Condensed Interim Financial Statements
For the six months ended 31 July 2025
Company Number: 55917
All capitalised terms are defined in the Glossary of Capitalised Defined Terms
unless separately defined.
Financial Highlights
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 at a price ahead of the carrying value of the
loan.
· The Southport hotel asset is under offer 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. Agents have been selected for a formal marketing
campaign of the portfolio.
· Adjusting for the return of shareholder capital during the
period, the Company has recorded an increase in NAV per share of 0.04 pence
compared to 31 January 2025.
Performance
· NAV of £23.27 million as at 31 July 2025 after return of
capital of £9.70 million and ECL adjustments of £(31.96 million) (31 January
2025: £32.93 million after ECL adjustments of £(38.13 million)), (31 July
2024: £34.35 million after ECL adjustments of £(35.54 million)).
· Distribution of 8.00 pence per share on 16 July 2025 following
Affinity sale.
· NAV per share as at 31 July 2025 of 19.19 pence (31 January
2025: 27.15 pence), (31 July 2024: 28.32 pence).
· Profit after tax of £0.05 million for the six months ended 31
July 2025 (31 July 2024: loss of £1.87 million).
· Profit per share for the period of 0.04 pence (31 July 2024:
loss of 1.55 pence).
Dividend
· No dividends were declared or paid in the six months to 31 July
2025 (six months to 31 July 2024: nil).
Investment Portfolio
· As at 31 July 2025, the Company's investment portfolio
comprised two loans with an aggregate principal balance of £41.88 million,
and a carrying value after provision for ECL of £20.47 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 4 to the accounts.
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 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 GFSC as a registered closed-ended collective investment scheme. The Company's ordinary shares were admitted to the premium segment of the FCA's 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 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.
Chairman's Statement
Introduction
On behalf of the Board, I present the Unaudited Condensed Interim Financial
Statements for the Company for the six months ended 31 July 2025.
The Company is now making some progress in exiting its remaining investments,
with the Affinity office asset sold during the period. The property sold in
June 2025 at a headline price of £10.20 million which was above the carrying
value of the loan. A further return of capital to shareholders of 8.00 pence
per share was made on 16 July 2025. The fact that the sale process took a year
from initial marketing, and six months to complete from heads of terms being
agreed, is illustrative of some of the challenges persisting in today's
property market, with purchasers generally remaining cautious. Investors
continue to face subdued economic news supplemented by periodic shocks
including the volatility caused by the Trump tariff announcements in April
2025.
While these property market conditions continue to cause challenges in many
sectors, particularly for secondary or regional assets, the Investment Manager
reports that financing conditions have eased notably in the period. This is
beginning to help drive a rise in liquidity and an increase in transaction
volumes across the UK market - including outside of the recently favoured
industrial, residential and student accommodation sectors.
The Company's two remaining investments, with a net carrying value of £20.47
million, are being managed following enforcement processes. The Southport
hotel asset is under offer for sale, and has been for an extended period.
However, the proposed buyer has now paid a holding deposit and the Investment
Manager is beginning to see progress on legal documentation.
The RoyaleLife portfolio, now fully rebranded as Regency Living, continues to
be run by the Investment Manager's operating partner with a focus on sales and
value enhancement of the property assets and the build out of the operating
platform.
Nonetheless the Board and Investment Manager recognise that the Company and
its co-lenders are not natural or long-term owners of this portfolio, and are
preparing for a sale when the time is right.
While opportunistic buyers continue to make unsolicited enquiries into the
availability of the portfolio (or certain of the assets within it), a formal
sales process is likely to lead to best value. As at the date of this
report, and following an extensive 'beauty parade', agents have been selected
to run a formal marketing campaign following which the strategic options
available to the Company for an exit of the position will become clearer.
As previously reported, the Company is party to a legal claim against Avison
Young, a previous valuer of the portfolio assets. The claims process has
continued over the reporting period but, as set out to shareholders in our
Annual Report and Accounts, we are not in a position to make further comment
on the matter and are unlikely to do so while proceedings continue. While the
claim is being progressed by the Investment Manager and its legal advisers,
the Board has spoken directly with the legal team involved to ensure it has a
thorough overview of the background, processes and timelines while the case
continues.
As I highlighted in the annual report and accounts, since 31 January 2025 the
Board has been operating at a reduced size following the retirement of Stuart
Beevor and Fiona Le Poidevin as Directors. The Board continues to operate
effectively. During the period the Board has remained focused on cost
control, effective cash management and liquidity as the portfolio continues to
shrink in size.
Valuation and Impairment
As set out in our annual report and accounts issued in May, the Board and
Investment Manager carefully considered the expected realisable value of its
remaining investments, balancing the range of expected proceeds and also the
target timeframe for returning capital to investors.
The Board has concluded that there has been no material change in its
expectations of realisable value of the underlying assets, or the timing of
any exits, in light of the prevailing market conditions. However it does
believe there is an increasing likelihood of the Southport sale concluding in
line with the bid price, with a holding deposit having now been paid. As a
result, under the probability-weighted methodology adopted by the Company in
recent reporting periods, the carrying value of the Southport loan has
increased by £0.04 million. This remains meaningfully below the headline bid
price for the asset, allowing for costs of sale and the possibility of a deal
being delayed or becoming abortive.
The Company's expectations for realisation of the RoyaleLife investment remain
unchanged. However, following receipt of a material tax rebate on this
investment during the period, as set out in the Investment Manager's Report
below, the Company has recognised a modest release of some of the previous
impairment provision, with the carrying value increasing by £0.07 million.
The remaining loans are not making interest payments, nor do we expect them to
be in a position to do so in the near term. While interest due on the loans
continues to be accrued, full impairment has been recognised for all interest
receivable in the period through the ECL provision. This treatment of
recording interest income and providing in full against it is required under
UK accounting standards.
The net movement in the ECL provision for changes in both loan capital and
default interest income during the six-month period was an increase of £1.95
million.
The Board has considered the sensitivity of the carrying values of the
investments to both price movements and timings as set out in note 4 to the
accounts.
Revenue and Profitability
Accrued income from the portfolio for the period totalled £2.29 million (31
July 2024: £1.63 million), however this is partially offset by a net
provision for ECL adjustments. After accounting for these impairments, the
Company recognised a profit for the period of £0.05 million (31 July 2024:
loss of £1.87 million).
Profit per share for the period was 0.04 pence (31 July 2024: loss of 1.55
pence), reflecting the changes to the carrying values detailed above,
partially offset by the impairment of accrued but unpaid interest. Details of
the ECL provisions are set out in the notes to the condensed accounts.
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 ordinary 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 at 31 July 2025 stood at £23.27 million (31 January 2025:
£32.93 million), reflecting the return of £9.70 million of capital to
shareholders in the period, and other adjustments.
The Company's share price ended the period at 16.95 pence per share, down from
22.40 pence as at 31 January 2025. The share price reflected, at period end, a
11.7% discount to the Company's NAV.
Outlook
The Company continues to seek exits of the remaining investments in a timely
manner, balancing speed of realisation with the desire to optimise recoveries
for shareholders. While there do seem to be signs of improved liquidity in
parts of the UK property market, and particularly in the property lending
market, I should be clear that the remaining two assets could continue to
prove challenging to exit. While the Company is not a natural holder of
these assets and wishes to exit as soon as practicable, we remain mindful of
the need to avoid being a forced seller.
I would like to thank shareholders for their ongoing patience which I hope
will be rewarded in the short term. The Board remains focused on protecting
and enhancing shareholder value and delivering returns of capital in the best
manner possible.
Jack Perry
Chairman
29 September 2025
Investment Manager's Report
Summary
As at 31 July 2025 the Company had two investments remaining, which are being
managed and realised following enforcement processes. This report provides a
summary update on the realisation process for each remaining investment.
Portfolio
Portfolio statistics 31 July 2025 31 January 2025 31 July 2024
Number of loan investments 2 3 3
Aggregate principal advanced £41,882,017 £57,754,806 £57,754,806
Aggregate carrying value after ECL £20,465,869 £29,896,891 £31,913,445
Cash held £2,998,100 £3,200,201 £2,791,562
Investment Update
Southport Hotel
The hotel securing the Company's Southport loan continues to be run by the
administrator, through a specialist hotel operating partner and local
management team. The hotel is trading profitably and is ahead of budget in
the year to date, despite the severe challenges of trading in
administration. Nonetheless the asset as a whole has been cashflow negative
for the year given VAT liabilities, administrators' fees and the holding costs
associated with the vacant commercial units adjoining the hotel (which form
part of the Company's security).
As a result, during the reporting period and following a request from the
administrator, the Company determined to provide a further £0.70 million of
funding to support working capital, property holding costs and to allow for
continued investment in the asset during the sales process.
As detailed in the annual report and accounts, the asset has been under offer
for sale for an extended period, to an experienced North West-based
hotelier.
While the headline bid price is ahead of the carrying value of the loan, there
will be costs associated with the sale and other customary closing price
adjustments to allow for. We are also mindful of previous inconclusive sales
processes and have adopted a probability-weighted approach to assessing
recoveries.
While conclusion of the sale requires the consent of the freeholder, being the
local authority, discussions with the purchaser, local authority and our legal
team have continued over the period and advanced in recent weeks. The
purchaser has paid a non-refundable holding deposit of £0.10 million for a
period of exclusivity to complete the sale, which while modest, gives us an
increasing level of confidence of the sale concluding at the bid price.
RoyaleLife
The portfolio and business continue to be run under the 'Regency Living' brand
by the lenders' chosen operating partner, the Ambassador group. After
rebranding and relaunching many of the sites over the last 12 months, unit
sales of bungalow homes have recommenced. Despite a slow market in the
sector generally, sales velocities are on pace to more than double the rate
seen in 2024, albeit rising from a low base.
The lenders have continued to support the organic business plan through
provision of working capital to meet costs, acquire new stock (including show
homes) and strengthen the business platform. This is being financed in a
cash-neutral manner for the Company, with its share of working capital
advances reflected in a dilution in its overall share of the loan.
Conversely, cash receipts will be recognised through an increase to the
Company's share.
During the period, and subsequently, the lenders have 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, have increased the
Company's percentage share of the overall loan compared to the position in the
annual report and accounts dated 31 January 2025. Notwithstanding this
benefit, allowances for working capital expenditure along with adjustments to
the probability-weighted exit price of the portfolio mean the carrying value
of the loan has increased only modestly compared to the prior period, as set
out in the table below.
ICG has continued to receive expressions of interest in the portfolio, or
individual properties within it, but has elected to prepare a formal,
competitive marketing process, following a beauty parade of potential agents
and advisers. We anticipate launching this process in October 2025.
Affinity
During the reporting period, we concluded the sale of the asset securing the
loan through a process led by our LPA receiver. The property was subject to
competitive bids over two rounds, with the final headline sale price of
£10.20 million being ahead of the carrying value of the loan.
While conclusion of the sale was protracted, with the impact of the Trump
tariff announcement causing particular uncertainty, exchange of contracts took
place in May 2025 with completion in June. After customary closing
adjustments, final proceeds received by the Company were £10.10 million. A
further modest recovery may be received following conclusion of the formal
receivership process, however there is no assurance on the quantum or timing
of any such recovery.
Reconciliation of Changes in Book Value
31 July 2025 31 January 2025 31 July 2024
Project Balance outstanding (£m) 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)
Southport 16.50 7.11 5.9 7.07 5.8 8.80 7.3
RoyaleLife 25.38 13.36 11.0 13.30 11.0 14.19 11.7
Total 41.88 20.47 16.9 20.36 16.8 31.91 19.0
Economy and Financial Market Update
Despite elevated geopolitical and trade policy uncertainty, the global economy
and markets have shown notable resilience this year. Growth in Europe, the UK,
and the US is estimated at 1.5%, 1.3%, and 1.2% respectively in H1, supporting
a constructive business environment.
Resilient growth, solid earnings, and expectations of further interest rate
easing have generally lifted risk assets during the reporting period, with the
S&P 500 and other major equity benchmarks reaching all-time highs and
credit spreads staying tight, despite volatility in April 2025 owing to the
tariff announcements by the Trump administration.
The key question is whether this resilience will persist. The UK faces fiscal
constraints, but healthy household balance sheets, real income growth, and the
potential for lower interest rates should support growth and maintain a
positive operating environment into 2026.
The proposed US-UK and US-EU trade deals announced in July were better than
expected and should help reduce policy uncertainty and downside risks to
growth. The UK managed to negotiate relatively favourable 10% tariffs for most
exports, and with only around 2% of UK GDP exposed to the US goods export
market, the UK is likely to see a relatively small negative impact from US
tariffs. However, fiscal constraints and sticky inflation give policymakers
limited leeway to support growth.
While the Bank of England cut UK rates (to 4%) for the fifth time in a year in
its August meeting, the decision was on a knife-edge with a 5-4 split
following an unprecedented second vote. Rates were held flat in September.
Benchmark five-year swap rates have not moved materially during the year, but
many observers have recently pointed to the rise in long-term gilt yields,
with the 30-year yield at its highest level since 1998, reflecting uncertainty
on the long-term fiscal and rate outlook.
Property Investment Market
UK commercial real estate investment reached £10bn in Q2 2025, bringing the
H1 total to £21.9bn, according to CBRE. Transaction volumes were 16% lower
quarter-on-quarter, while the half year total was 18% below that for H1 2024.
However, rolling 12-month investment volumes (£52.1bn) were 6% up on the
prior 12 months. Domestic investment totalled 56% of all activity in H1 2025,
while the £10m-£50m lot size range accounted for the largest share of all
transactions in H1, at 30%.
In the traditional property sectors, Industrials and Offices saw the most
investment throughout Q2 at £2.1bn each, followed by the Living sector
(£1.7bn). The Industrial, Office, and Hotel sectors all saw transaction
volumes increase quarter-on-quarter, while the Retail and Living sectors
posted falls in investment. While investment volume declined across all other
sectors in H1 2025 compared to H1 2024, the Office sector saw a 22% increase
as investor confidence begins to return to the sector with the occupational
market improving for the best buildings in key markets.
Overall, investors remained cautious in their deployment of capital during H1,
reflecting increased uncertainty around both domestic and global economic
prospects. In contrast, there has been a strengthening of commercial real
estate performance, with income returns complemented by gradual, but sustained
capital value growth in the first half of the year. According to the CBRE UK
Monthly Index, capital values rose 1.4% in the six months to June 2025,
contributing to a total return across all commercial property of 4.2% for the
year to June.
Finance Markets
Debt markets seem primed to support a further recovery in UK real estate
investment. Net bank lending to UK commercial property rose to a 17 year high
in Q2 2025, with a net increase of £5.6bn, the highest level since 2008.
The European Lender Intentions Survey showed that 78% of lenders across Europe
intended to increase their origination activity in 2025, despite economic
headwinds. This was also reflected in the latest Bank of England credit
conditions survey, with a record balance of lenders planning to loosen lending
standards in Q3.
This strong appetite has led to a reduction in loan margins for prime quality
assets; we have observed prime central London office loans closing at sub-150
basis point credit spreads. Living sector assets (both private rented
residential and purpose-built student accommodation) are also well sought
after, alongside industrials.
In another corner of the finance markets, Blackstone sponsored the largest UK
CMBS since the financial crisis, with the syndicate of lenders led by Goldman
Sachs and Deutsche Bank placing a £1.5 billion financing of its Haven holiday
parks business, as part of a wider structured transaction. The weighted
average margin on the loan was reportedly 350 basis points.
Portfolio Outlook
Shareholders will be aware that the realisation of the Company's last
remaining assets has been challenging and, unfortunately, we expect that this
may continue to be the case with the RoyaleLife portfolio representing a
portfolio of significant scale in a niche part of the residential sector.
Nonetheless, we are encouraged by the steady (albeit slow) progress in
securing an exit of the Southport asset and the unsolicited interest we
periodically receive on the RoyaleLife portfolio.
As reported previously, this investment is the one which will be most
impactful upon shareholders if a positive outcome can be delivered, and to
that end we have been pleased to see our careful restructuring of the loan in
January 2024 has recently led to a tax rebate. We continue to value
shareholders' patience while we pursue a considered exit from the portfolio
along with the wider legal claim.
ICG Alternative Investment Limited
29 September 2025
Directors' Responsibilities Statement
The Directors are responsible for preparing this Interim Financial Report in
accordance with applicable law and regulations. The Directors confirm that to
the best of their knowledge:
• The Unaudited Condensed Interim Financial Statements have been
prepared in accordance with IAS 34 Interim Financial Reporting as adopted by
the UK; and
• The Chairman's Statement and Investment Manager's Report include a
fair review of the information required by:
(i) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the Unaudited Condensed Interim
Financial Statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and
(ii) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the financial year and that have materially affected the financial position
and performance of the entity during that period; and any changes in the
related party transactions described in the last Annual Report and Financial
Statements that could do so.
On behalf of the Board
Jack Perry
Chairman
29 September 2025
Principal Risks and Uncertainties
The Company invests primarily in UK commercial real estate loans of a fixed
rate nature; as such, it is exposed to the performance of the borrower and the
underlying property on which its loans are secured.
The principal risks and uncertainties of the Company were identified in detail
in the Annual Report and Financial Statements for the year ended 31 January
2025.
In addition to regular risk reviews, emerging risks are considered as they
arise, to assess any potential impact on the Company and to determine whether
any actions are required.
As a result of such risks emerging, the Audit and Risk Committee regularly
reviews its assessment of the key risks faced by the Company, which are
currently identified as the following:
· The inability to secure the sale or refinancing of an underlying
property will frustrate the timely repayment of capital;
· Imprecision of valuations will impact the Company's ability to
accurately determine collateral values and to appropriately consider the
potential impairment of any particular investment;
· A further deterioration in property market conditions or
liquidity could likely result in a further reduction in shareholder value;
· Portfolio diversification: the effect on the Company of
challenges experienced on the smaller number of remaining investments is
magnified and could lead to increased volatility in cash flows or net asset
values;
· Some of the Company's costs are fixed and will therefore consume
a greater proportion of the Company's revenues as the Company shrinks, which
will impact the amount of funds available for distribution to shareholders;
· Complications with the liquidation process could affect timing of
the final distribution to shareholders.
Condensed Statement of Comprehensive Income
FOR THE SIX-MONTH PERIOD TO 31 JULY 2025
1 February 2025 to 1 February 2024 to 1 February 2024 to
31 July 2025 31 July 2024 31 January 2025
£ £ £
Note (Unaudited) (Unaudited) (Audited)
Income
Income from loans 1,348,576 1,593,940 3,066,342
Other income from loans 945,457 - -
Income from cash and cash equivalents 44,154 34,641 74,417
Total income 2,338,187 1,628,581 3,140,759
Expenses
Investment Management fees 9 64,807 139,965 183,236
Directors' remuneration 9 42,500 80,000 160,000
Audit fees for the Company 48,299 40,250 85,650
ECL charge on loan capital 4 597,365 1,515,095 2,589,160
ECL charge on default interest income 4 1,348,576 1,551,452 3,066,342
Other expenses 10 187,500 176,748 352,366
Total expenses 2,289,047 3,503,510 6,436,754
Profit/(Loss) for the period/year before tax 49,140 (1,874,929) (3,295,995)
Taxation - - -
Profit/(Loss) for the period/year after tax 49,140 (1,874,929) (3,295,995)
Total comprehensive income/(expense) for the period/year 49,140 (1,874,929) (3,295,995)
Basic and diluted Earnings/(Loss) per Share (pence) 5 0.04 (1.55) (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 has no recognised gains or losses for either period other than
those included in the results above, therefore no separate statement of other
comprehensive income has been prepared.
The accompanying notes form an integral part of these Interim Financial
Statements.
Condensed Statement of Financial Position
As at 31 July 2025
31 July 2025 31 January 2025 31 July 2024
£ £ £
Note (Unaudited)
(Audited) (Unaudited)
Assets
Loans advanced at amortised cost 4 20,465,869 29,896,891 31,913,445
Cash and cash equivalents 2,998,100 3,200,201 2,791,562
Trade and other receivables 18,025 41,179 17,378
Total assets 23,481,994 33,138,271 34,722,385
Liabilities
Trade and other payables 208,943 210,138 373,186
Total liabilities 208,943 210,138 373,186
Net assets 23,273,051 32,928,133 34,349,199
Equity
Share capital 6 54,946,139 64,650,361 64,650,361
Retained loss (31,673,088) (31,722,228) (30,301,162)
Total equity attributable to the owners of the Company 23,273,051 34,349,199
32,928,133
Number of ordinary shares in issue at period/year end 6 121,302,779 121,302,779
121,302,779
Net Asset Value per ordinary share (pence) 5 19.19 28.32
27.15
The Interim Financial Statements were approved by the Board of Directors on 30
September 2025 and signed on their behalf by:
Jack Perry Paul Meader
Chairman Director
The accompanying notes form an integral part of these Interim Financial
Statements.
Condensed Statement of Changes in Equity
For the SIX-MONTH period to 31 July 2025
Number Ordinary Share B Share Retained
Note of shares capital capital profit Total
£ £ £ £
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
As at 1 February 2025 121,302,779 64,650,361 - (31,722,228) 32,928,133
Total comprehensive income for the period - - - 49,140 49,140
B shares issued July 2025 121,302,779 (9,704,222) 9,704,222 - -
B shares redeemed and cancelled July 2025 (121,302,779) - (9,704,222) - (9,704,222)
As at 31 July 2025 121,302,779 54,946,139 - (31,673,088) 23,273,051
For the SIX-MONTH period to 31 July 2024
Number Ordinary Share B Share Retained
Note of shares capital capital (loss) Total
£ £ £ £
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
As at 1 February 2024 121,302,779 64,650,361 - (28,426,233) 36,224,128
Loss for the period - - - (1,874,929) (1,874,929)
As at 31 July 2024 121,302,779 64,650,361 - (30,301,162) 34,349,199
The accompanying notes form an integral part of these Interim Financial
Statements.
Condensed Statement of Cash Flows
For the SIX-MONTH period to 31 July 2025
1 February 2025 to 1 February 2024 to 1 February 2024 to
31 July 2025 31 July 2024 31 January 2025
£ £ £
Note (Unaudited) (Unaudited) (Audited)
Cash flows generated from/(used in) operating activities
Profit/(Loss) for the period/year 49,140 (1,874,929) (3,295,995)
Adjustments for non-cash items and working
capital movements:
Movement in other receivables 23,154 13,340 (10,461)
Movement in other payables and accrued expenses (1,195) (18,285) (181,332)
ECL provisioning 597,365 1,472,607 2,589,160
668,464 (407,267) (898,628)
Loans advanced (700,000) (300,000) (300,000)
Loans repaid 4 9,533,657 553,000 1,453,000
Net loans repaid less arrangement fees 8,833,657 253,000 1,153,000
Net cash generated from/(used in) operating activities 9,502,121 (154,267) 254,372
Cash flows used in financing activities
Return of Capital paid 6 (9,704,222) - -
Net cash used in financing activities (9,704,222) - -
Net movement in cash and cash equivalents (202,101) (154,267) 254,372
Cash and cash equivalents at the start of the period/year 3,200,201 2,945,829 2,945,829
Cash and cash equivalents at the end of the period/year 2,998,100 2,791,562 3,200,201
The accompanying notes form an integral part of these Interim 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,
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.
The unaudited condensed financial statements comprise the financial statements
of the Company as at 31 July 2025.
In line with the revised Investment Objective and Policy approved by
shareholders in the Extraordinary General Meeting in January 2021, the Company
is undertaking an orderly realisation of its investments. As sufficient funds
become available the Board returns 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 Interim Financial Statements included in this Interim Report, have been
prepared in accordance with IAS 34 'Interim Financial Reporting', as adopted
by the UK and the Disclosure, Guidance and Transparency Rules of the FCA.
The Interim Financial Statements have not been audited or reviewed by the
Company's Auditor.
The Interim Financial Statements do not include all the information and
disclosures required in the Annual Report and Financial Statements and should
be read in conjunction with the Company's Annual Report and Financial
Statements for the year ended 31 January 2025, which are available on the
Company's website (www.lbow.co.uk). The Annual Report and Financial Statements
have been prepared in accordance with IFRS as adopted by the UK
Other than as set out above, the same accounting policies and methods of
computation have been followed in the preparation of these Interim Financial
Statements as in the Annual Report and Financial Statements for the year ended
31 January 2025. In particular the Company has adopted the same approach to
valuation of financial instruments including critical accounting judgements
and estimation of uncertainties as set out in detail in the notes to the
Annual Report and Financial Statements for the year ended 31 January 2025.
There were no new standards or interpretations effective for the first time
for periods beginning on or after 1 January 2025 that had a significant effect
on the Company's financial statements. Furthermore, none of the amendments to
standards that are effective from 1 January 2025, had a significant effect on
the Company's interim condensed financial statements. It is not anticipated
that any standard which is not yet effective, will have a material impact on
the Company's financial position or on the performance of the Company's
statements.
b) Going concern
The Directors, at the time of approving the Financial Statements, are required
to satisfy themselves that 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, the basis of valuation for investments is amortised cost
net of impairment, recognising the anticipated 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 all
loans are considered to be at Stage 3. Consequently, valuations reflect the
ECL assuming a twelve month realisation period, as detailed on Note 4. No
material adjustments have arisen solely as a result of ceasing to apply the
going concern basis.
c) 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 diversified 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.
The Company's results do not vary significantly during reporting periods as a
result of seasonal activity.
3. Critical accounting judgements and estimates 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,
including the Company's timeframe for orderly realisation of investments in
order to return capital to shareholders. These factors help 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.
Estimates and underlying assumptions are reviewed on an ongoing 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 Expected Credit Losses (ECL), the Board has 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 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 higher interest rates 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.
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 a 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,
all 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, expected sales costs and other
factors considered necessary to achieve exits within the target timeframes for
returning capital to shareholders.
All 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.
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 in 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. Loans advanced
(i) Loans advanced
1 February 2025 to 31 July 2025 1 February 2024 to 31 January 2025
£ £
Loans gross carrying value 52,427,880 68,030,170
Less: Expected Credit Losses (31,962,011) (38,133,279)
20,465,869 29,896,891
31 July 2025 31 July 2025 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)) 16,500,000 18,406,797 15,800,000 17,428,494
RoyaleLife 25,382,017 34,021,083 25,382,017 33,227,164
41,882,017 52,427,880 57,754,806 68,030,170
((1) Net capital receipts of £9.70 million received during the period.)
((2) There was a £700,000 increase to the Southport loan principal during the
period.)
(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 some sectors
at their lowest levels for 15 years.
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 are 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.
All 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 administration/
receivership in an accelerated process with limited vendor warranties and
indemnities.
(iii) IFRS 9 - Impairment of Financial Assets
As discussed above, during 2024 and 2025, the UK commercial property market
has experienced a period of historically 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 and medium-term interest rates fall. In this context, valuation
and, therefore, the ECL of 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 July 2025 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 £31,962,011 (31
January 2025: £38,133,279).
As at 31 July 2025
Stage 1 Stage 2 Stage 3 Total
Principal advanced - - 41,882,017 41,882,017
Gross carrying value - - 52,427,083 52,427,083
Less ECL allowance - - (31,962,011) (31,962,011)
- - 20,465,869 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 - - (38,133,279) (38,133,279)
- - 29,896,891 29,896,891
Southport
The Southport hotel was identified as a Stage 3 asset at 31 January 2023.
Following an aborted sales process and a remarketing exercise the hotel, which
continues to generate positive EBITDA, and is subject to a bid in excess of
book value. In assessing the ECL as at 31 July 2025, 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
£936,203 in the period, which represents £278,303 of default interest, full
provision for the working capital injection made during the period of
£700,000 and a decrease of £42,100 due to a valuation uplift.
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 income receipts from tenant
rents.
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 the
last financial year 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 July 2025 the Board
and the Investment Manager have considered a range of guidance including the
previous offer level; has 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 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 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 default interest ECL movement related to loan capital At 31 July 2025
£ £ £ £ £
Affinity (7,840,855) 8,117,209 (276,354) -
Southport (10,360,782) - (278,303) (657,900) (11,296,985)
RoyaleLife (19,931,642) - (793,919) 60,535 (20,665,026)
(38,133,279) 8,117,209 (1,348,576) (597,365) (31,962,011)
(iv) IFRS 9 Impairment - Stress Analysis
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
may be an additional factor in the liquidity of and buyer pools for the
subject 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.
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 July 2025
31 July 2025 31 January 2025 31 July 2024
10% reduction in property value £2,111,000 £3,279,000 £2,933,000
20% reduction in property value £4,167,000 £6,558,000 £5,875,000
30% reduction in property value £6,223,000 £9,837,000 £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 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 July 2025,
reduce the net present value of the cashflows arising by 2.8% (£565,000),
whilst a 6 month delay would result in a 5.8% (£1,193,000) reduction in the
net present value of the cashflows arising.
5. Earnings per share and Net Asset Value per share
Earnings/(Loss) per share
1 February 2025 1 February 2024
to 31 July 2025 to 31 July 2024
Profit/(Loss) for the period after tax (£) 49,140 (1,874,929)
Weighted average number of ordinary shares in issue 121,302,779 121,302,779
Basic and diluted earnings/(loss) per share (pence) 0.04 (1.55)
The calculation of basic and diluted loss per share is based on the loss for
the period and on the weighted average number of ordinary shares in issue
during the period.
There are no dilutive shares at 31 July 2025 (31 January 2025: none).
Net Asset Value per share
31 July 2025 31 January 2025
NAV (£) 23,273,051 32,928,133
Number of ordinary shares in issue 121,302,779 121,302,779
NAV per share (pence) 19.19 27.15
The calculation of NAV per share is based on Net Asset Value and the number of
ordinary shares in issue at the period/year end.
6. 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 July 2025 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
Issued Ordinary Shares 121,302,779 121,302,779
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 period/year (9,704,222) -
Share capital carried forward 54,946,139 64,650,361
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 July 2025 Pence £
Return of Capital July 2025 8.00 9,704,222
8.00 9,704,222
7. 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 July 2025.
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 in place over all three 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 capital from
the imminent (contracted) and prospective 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.
Right attaching to Shares
The Company has a single class of ordinary shares which are not entitled to a
fixed dividend. During the period, 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.
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 has issued 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.
8. Financial Risk Management
The Company through its investment in senior loans is exposed to a variety of
financial risks. The main risks arising from the Company's financial
instruments are: market risk (including currency risk and interest rate risk),
credit risk and liquidity risk and are fully disclosed on pages 69 to 72 of
the Annual Report and Financial Statements for the year ended 31 January 2025
in addition to the principal risks as set out in this Interim Report.
The Company's principal risk factors were also discussed in the Company's
Prospectus, available on the Company's website (www.lbow.co.uk) and should be
reviewed by shareholders.
9. 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 period amounted to £42,500 (31 July 2024:
£80,000) with outstanding fees at 31 July 2025 of £12,500 due to the
Directors (31 January 2025: £31,250).
Investment Manager
Investment management fees for the period amounted to £64,807 (31 July 2024:
£139,965). Fees to the value of £26,732 were outstanding at the period end
(31 January 2025: £39,831).
10. Other expenses
The other expenses shown in the Statement of Comprehensive Income are made up
as shown below.
1 February 2025 to 1 February 2024 to 1 February 2024 to
31 July 2025 31 July 2024 31 January 2025
£ £ £
(Unaudited) (Unaudited) (Audited)
Broker fees 25,000 25,000 50,000
Administration fees 103,327 79,583 177,256
Regulatory fees 7,045 9,183 20,483
Listing fees 19,511 5,365 1,854
Legal & professional fees 5,255 8,345 20,489
Other expenses 27,362 49,272 82,284
Total expenses 187,500 176,748 352,366
11. Subsequent events
There are no material subsequent events noted after the reporting date.
glossary of capitalised defined terms
"Affinity" means Impact Spectrum Limited;
"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;
"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;
"CMBS" means commercial mortgage-backed security;
"Companies Law" means the Companies (Guernsey) Law, 2008, (as amended);
"Company" means ICG-Longbow Senior Secured UK Property Debt Investments
Limited;
"ECL" means expected credit losses;
"EPS" or "Earnings per share" means Earnings per Ordinary Share of the Company
and is expressed in Pounds Sterling;
"EU" means the European Union;
"Euro" or "€" means Euro;
"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;
"GDP" means gross domestic product;
"GFSC" means the Guernsey Financial Services Commission;
"GIIN" means Global Intermediary Identification Number;
"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 ICG PLC;
"IFRS" means the International Financial Reporting Standards, being the
principles-based accounting standards, interpretations and the framework by
that name issued by the International Accounting Standards Board;
"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" or "ICG Real Estate" means ICG
Alternative Investment Limited or its associates;
"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;
"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;
"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;
"Registrar" means Link Asset Services (Guernsey) Limited;
"RoyaleLife" means the Time GB Properties LendCo Limited;
"Southport" means the Waterfront Southport Properties Limited and Waterfront
Hotels (Southport) Limited - now in administration;
"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland; and
"£" or "Pounds Sterling" means British pound sterling and "p" or "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 PO Box 137 4 More London Riverside
Meader
Regency Court London
Fiona Le Poidevin (retired 31 January 2025)
Glategny Esplanade United Kingdom
Stuart Beevor (retired 31 January 2025)
St. Peter Port SE1 2AU
Guernsey
Audit and Risk Committee
GY1 3HW
Paul Meader (Chair)
Guernsey Advocates to the Company
Jack Perry
Guernsey Administrator and Company Secretary Carey Olsen
Fiona Le Poidevin (retired 31 January 2025)
Ocorian Administration (Guernsey) Limited Carey House
Stuart Beevor (retired 31 January 2025)
P.O. Box 286 PO Box 98
Floor 2 Les Banques
Management Engagement Committee
Trafalgar Court St Peter Port
Jack Perry
(Chair) Les Banques Guernsey
Paul Meader St Peter Port GY1 4BZ
Fiona Le Poidevin (retired 31 January 2025) Guernsey
Stuart Beevor (retired 31 January 2025) GY1 4LY Bankers
Butterfield Bank (Guernsey) Limited
Nomination Committee Depositary PO Box 25
Jack Perry Ocorian Depositary (UK) Limited Regency Court
(Chair)
5(th) Floor Glategny Esplanade
Paul Meader
20 Fenchurch Street St Peter Port
Fiona Le Poidevin (retired 31 January 2025)
London Guernsey
Stuart Beevor (retired 31 January 2025)
England GY1 3AP
EC3M 3BY
Remuneration Committee
Barclays Bank plc
Paul Meader (Chair)
Registrar 6-8 High Street
Jack Perry
MUFG Corporate Markets (Guernsey) St Peter Port
Fiona Le Poidevin (retired 31 January 2025)
Mont Crevelt House Guernsey
Stuart Beevor (retired 31 January 2025)
Bulwer Avenue GY1 3BE
St Sampsons
Investment Manager
Guernsey Lloyds Bank International Limited
ICG Alternative Investment Limited
GY2 4LH PO Box 136
Procession House
Sarnia House
55 Ludgate Hill
Corporate Broker and Financial Adviser Le Truchot
London
Cavendish Securities plc St Peter Port
United Kingdom
1 Bartholomew Close Guernsey
EC4M 7JW
London GY1 4EN
United Kingdom
Registered office
EC1A 7BL The Royal Bank of Scotland International Limited
P.O. Box 286
Royal Bank Place
Floor 2
Identifiers 1 Glategny Esplanade
Trafalgar Court
GIIN: 6IG8VS.99999.SL.831 St Peter Port
Les Banques
ISIN: GG00B8C23S81 Guernsey
St Peter Port
Sedol: B8C23S8 GY1 4BQ
Guernsey
Ticker: LBOW
GY1 4LY
Website: www.lbow.co.uk (http://www.lbow.co.uk)
cautionary statement
The Chairman's Statement and the 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.
ICG-Longbow Senior Secured UK Property Debt Investments Limited
Floor 2, Trafalgar Court
Les Banques, St Peter Port, Guernsey
GY1 4LY, Channel Islands.
T +44 (0) 1481 742742
F +44 (0) 1481 742698
Further information available online:
www.lbow.co.uk (http://www.lbow.co.uk)
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