Half-year Report
13/09/2022 07:45
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RNS Number : 1860Z Honeycomb Investment Trust PLC 13 September 2022
Honeycomb Investment Trust plc
Registered Number: 09899024
Interim Report and Unaudited Financial Statements
For the period from 1 January 2022 to 30 June 2022
13 September 2022
Honeycomb Investment Trust plc today announces its Interim Report and
Unaudited Financial Statements for the period ended 30 June 2022.
Copies of the interim report can be obtained from the following website:
www.honeycombplc.com (http://www.honeycombplc.com)
1 Strategic Report
The Company
Honeycomb Investment Trust plc ("the Company" or "Honeycomb") is a UK listed
investment trust. It provides investors with access to asset-backed lending
opportunities that its manager, Pollen Street Capital Limited (the "Investment
Manager"), believes has potential to generate high income returns together
with strong capital preservation. The Company holds an investment portfolio
on its balance sheet. This portfolio is invested in predominantly high
quality, diversified and low risk asset based direct lending investments, with
potential to generate high income returns, together with strong capital
preservation.
At the General Meeting held on 1 June 2022, shareholders voted in favour of
the combination of Pollen Street Capital Holdings Limited ("Pollen Street"),
the parent company of the Investment Manager, and Honeycomb to form an asset
management company that benefits from a complementary set of investment
management activities and balance sheet activities (the "Combination"). The
directors believe that the combined business has an attractive dividend yield
and strong growth opportunities. The Combination is expected to complete
during September 2022.
Pollen Street was founded in 2013 and is an alternative investment management
company with deep capability across the financial and business services
sectors and a focus on investments aligned with mega-trends, being new
technology driving disruptive business models, significant SME financing
whitespace and the green transition, that are shaping the future of the
industry. Pollen Street has extensive experience managing funds with credit
and private equity strategies and has a strong and consistent track record of
delivering top tier returns.
Investment Objective
The Company and its subsidiaries (together, "the Group") operate an asset
backed credit strategy that delivers stable income alongside strong downside
protection through providing predominantly senior lending to non-bank lenders
secured on their underlying loan portfolios. The investment strategy is
supported by the ongoing structural changes in the financial services industry
that create a significant opportunity for non-bank lenders to reach customers
who are underserved by mainstream banks with bespoke and appropriate products.
The strategy is focused on generating positive impact around five key areas
where Honeycomb can make a meaningful difference: environmental impact;
affordable housing; financial inclusion; regional economic growth and the
highest standards of governance. The Combination will enable the Company to
earn management fees and performance fees and carried interest on funds
managed or advised by Pollen Street.
Performance Highlights
Dividend Yield
2021 8.0%
H1 2022 8.0%
Target 8.0%
Dividend yield stable at 8.0 per cent of IPO issue price - in line with the
published target
Note - target dividend is not a profit forecast
NAV Return
2021 8.5%
H1 2022 8.0%
NAV return building on the resilience shown through Covid-19
NAV per Share
31 Dec 2021 1,019.1p
30 June 2022 1,019.7p
NAV per share stable
See section 5 for reconciliation to Alternative Performance Measures
Chairman's Statement
I am pleased to present the 2022 interim results for Honeycomb Investment
Trust plc, covering the period 1 January 2022 to 30 June 2022.
Combination With Pollen Street
At the General Meeting held on 1 June 2022 shareholders voted in favour of the
resolution to combine Pollen Street Capital Holdings Limited and Honeycomb
Investment Trust plc. The Combination is expected to complete during
September 2022 following approval of the transaction by regulators. My board
colleagues and I are looking forward to the successful completion of this
transaction and would like to thank the Board's advisers for their hard work.
My fellow directors and I believe that the Combination offers shareholders the
opportunity to benefit from a compelling combination with a fast growing,
purpose-led, high performing private capital asset manager. Pollen Street
benefits from:
· Expertise in investing in both private equity and credit;
· A proven track record of strong returns at low risk
· A growing and established blue chip investor base
· Deep technical expertise in critical financial and business services
sectors across the capital structure
· A long history of operating as a trusted partner to secure excellent
deal flow
· Being a purpose and values-based organisation; and
· A well invested platform sharing deep insight and best practice
positioned to grow and drive operational leverage
Pollen Street and Honeycomb have been working together closely for the past
six years, with Pollen Street acting as Honeycomb's investment manager.
Economic Environment
There has been extensive disruption in the macroeconomic environment over H1
2022. The war in Ukraine; has led to an unsettled geo-political environment
and considerable market volatility. Alongside that, there are concerns about
inflation, rising interest rates, as well as continued pressure across supply
chains. These have all exacerbated uncertainty.
Despite this market backdrop, Pollen Street has continued to grow, with assets
under management ("AuM") increasing to £3.2 billion at 30 June 2022 from
£3.0 billion at 31 December 2021, and Honeycomb's investment asset portfolio
has been resilient with performance maintained in line with the historical
track record.
The board risk committee is monitoring these emerging risks carefully to
ensure that they are being managed appropriately.
Investment asset portfolio
Honeycomb's investment portfolio performed well throughout the first half of
the year, demonstrating consistent and robust performance. The Company
delivered an annualised NAV return of 8.0 per cent 1 for the period (H1 2021:
8.7 per cent). This performance is particularly pleasing given the
macroeconomic backdrop noted above. My board colleagues and I believe the
Company's strategy, combining bespoke structuring and asset backing via large
diverse pools of financial and hard assets, is invaluable in driving good
performance through a more uncertain and volatile macro environment.
The performance of the underlying Credit Assets has remained consistent
throughout the first six months of 2022. Investment Assets 2 have remained
broadly stable (31 December 2021: £615 million; 30 June 2022: £583 million)
with the Company redeploying capital from realised deals into new as well as
existing investments.
1 See section 5 for reconciliation to Alternative Performance Measures
2 Investment Assets includes credit assets held at amortised cost, credit
assets held at fair value through profit or loss and equity assets held at
fair value through profit or loss
The interim results show a reduced level of expected credit loss ("ECL")
provision charges under IFRS 9, against the same period in 2021. The ECL
release for the first half of 2022 was £0.1 million (30 June 2021: £0.5
million charge, 31 December 2021 full year: £0.8 million release). The
portfolio continues to benefit from the Investment Manager's shift to
structurally secured assets with greater protection from adverse credit
losses. The investment assets are now 97 per cent senior and asset secured.
The Manager has a strong pipeline of transactions in documentation or late
stage due diligence. The pipeline is well diversified across subsectors and
asset classes.
Gearing
Gearing remains within the target range. Net debt to equity was 63.6 per
cent as at 30 June 2022, down from 70.9 per cent as at 31 December 2021.
Following completion of the Combination, the target gearing will be unchanged:
net debt to tangible equity is targeted to remain between 50 per cent. to 75
per cent. and the debt facilities will be upsized and extended resulting in a
lower blended margin.
Dividends
The Company has continued to meet its dividend target of 20 pence per share
per quarter, in line with the target dividend yield of 8.0 per cent annualised
on the issued share price at the Company's initial public offering.
Following completion of the Combination, I am pleased to reiterate that the
Company is targeting increasing the dividend in 2022 with total dividends for
the period of £30 million (2021: £28 million), increasing again to £32
million in respect of 2023 and a progressive dividend policy of at least £33
million in respect of 2024.
Share Price and Buybacks
A total of 523,000 shares have been repurchased over H1 2022 under the Board's
share buyback programme. The board continues to monitor the share price
closely and will use further buybacks as appropriate.
Outlook
My board colleagues and I are excited about the future for the combined
Company. I am confident that Pollen Street is well positioned in its target
markets to benefit from the strong tailwinds from investor demand in its
products. With a highly experienced team, the Company is well placed to
deliver on its goals.
The investment portfolio's strong performance through the first six months of
2022, builds on a successful 2021. The Investment Manager's intensive approach
to portfolio management and focus on asset-backed, senior secured investments,
positions the Company well. The combination of the dividend yield, with the
strong growth opportunities in AuM, positions the Company favourably compared
to its peer group and presents a compelling opportunity for shareholders.
Robert Sharpe
Chairman
12 September 2022
Investment Manager's Report on the Investment Portfolio
This section covers Pollen Street's investment manager's report on Honeycomb's
on balance sheet Investment Asset portfolio. See Pollen Street Update, on
page 9, for a wider update on Pollen Street's business.
The Pollen Street team has been investing together in the financial and
business services sectors since 2008 and possesses a strong and consistent
track record as a multi-strategy investment manager. Pollen Street believes
that its sector expertise, combined with structured assessments of key
industry drivers, enables sourcing of attractive opportunities and the
mitigation of downside risks.
The Pollen Street team aims to be the partner of choice in its market by
employing its sector specialist knowledge, deep industry insight and extensive
and long-standing network. Pollen Street believes that these attributes,
combined with its sector-dedicated investment team and proactive approach to
origination has delivered industry leading returns whilst having a controlled
risk profile.
H1 2022 Highlights
The portfolio has continued to perform strongly in 2022 with the underlying
return on assets of 9.0 per cent. and de-minimis bad debts or impairments.
This has delivered an 8.0 per cent annualised NAV return and 39p per share in
dividends for the first six months of the year (30 June 2021: 8.7 per cent and
44p respectively).
The portfolio has also remained highly invested with investment assets closing
the period at £583m and net debt to equity at 63.6%. Several new transactions
have been completed in H1 with a focus on sustainability and financings that
help individuals reduce their carbon footprint. These include a senior
facility provided to ONTO, Europe's largest pure play electric vehicle leasing
business, secured on their fleet of electric vehicles; and a senior facility
to Tier, Europe's largest micro mobility operator, secured on their fleet of
scooters and bikes. In addition, we have also done a number of upsizes to
facilities with existing borrowers.
Pollen Street continues to focus on asset-backed, senior secured loans which
we believe positions the portfolio to perform well through a more difficult
macro environment. The combination of bespoke structuring, seniority, diverse
asset pools and covenants combine to offer strong downside protection
alongside the attractive yields Pollen Street has consistently been able to
achieve.
We continue to operate a proactive and collaborative approach with our new and
existing partners. We are in constant dialogue with our borrowers to ensure we
are receiving regular updates and underlying live performance data to enable
us to be both forward looking and proactive.
Alongside the new partners onboarded in H1 2022, we have a strong pipeline of
well progressed transactions, as well as a broader pipeline of £2 billion to
support future growth.
Half Yearly NAV Return
Profit for the first 6 months of the year was £13.7 million (30 June 2021:
£15.5 million), which translated into an earnings per share of 39p (30 June
2021: 44 pence), which is broadly in line with guidance issued at the time of
the Company's initial public offering.
Investment Assets and Net Debt to Equity Ratio
The net debt to equity ratio closed the period at 63.6 per cent. (30 June
2021: 66.1 per cent.), which is also within the target range of 50 per cent to
75 per cent.
Dividend Per Share and Annualised Dividend Yield
Since its IPO in December 2015 the investment portfolio has delivered a NAV
return equivalent of 54 per cent (including dividends declared or paid) with
the NAV per share (cumulative of income) of 1,019.7 pence per ordinary share
at 30 June 2022.
Economic Environment
The broader macro environment remains uncertain with a number of risks and
concerns with the impact of inflation and higher interest rates the most
immediate threat albeit offset somewhat by continuing high levels of
employment and rising nominal wages. We are monitoring the performance of the
underlying assets closely and we are still seeing very consistent and good
performance. We are factoring in the impact of higher prices and interest
rates when underwriting and structuring and are also seeing opportunities in
sectors with low correlation to the macro. The uncertain environment is also
presenting opportunities and we are taking the opportunity to increase returns
on new transactions alongside continuing to ensure prudent LTVs such that our
investments are able to withstand significant stresses without impairment.
The investment portfolio is well hedged from an interest rate perspective with
£237m of floating rate liabilities and £269m of floating rate credit assets.
Portfolio
NAV returns for the investment portfolio have been consistent throughout H1
2022, building on the strong performance on 2021. As at 30 June 2022, 97 per
cent of the investment portfolio consists of senior and secured exposures
across 35 borrowers with an average balance outstanding of £16 million,
average LTV of 68 per cent and collateralised by over 200,000 underlying
financial or hard assets.
The remainder of the portfolio is made up of the small equity portfolio of 3
per cent.
ESG
We were delighted win the award for Best Responsible Alternative Investment
Team UK 2022 by CFI, for the second year running. The award recognises the
team's commitment to investments that "help consumers make greener choices,
increase their access to finance and SMEs to promote job creation".
The Investment Manager has undertaken significant upgrades to data collection
and developed a proprietary scoring system to benchmark investments and
monitor overall performance. The team uses this data to work closely with
lending partners to implement action plans and support their positive impact.
With an ever-growing focus on actionable and meaningful ESG reporting we are
proud of the progress we have made in H1 2022. As an Investment Manager we are
excited to deliver against our values in generating positive impact for our
partners and wider society alongside delivering attractive risk adjusted
returns and sustainable growth for shareholders.
We were also thrilled that Pollen Street Capital was recognised for our
progress and work in DE&I, with two FTAdviser Diversity and Inclusion
Awards. Lindsey McMurray was named Diversity Champion of the Year (Small Firm)
at the Diversity in Finance Awards 2022. Pollen Street Capital was also
recognised in the Company Champion awards, being Highly Commended in the
Championing Women's Equality Award.
Outlook
We are proud to once again continue to have delivered 8.0 per cent returns on
investment assets.
Honeycomb has a track record of consistent credit performance. The stability
of the performance reflects the prudent approach, discipline and high
standards of governance in the Investment Manager's established business
model.
We believe the combination of asset backing via large diverse pools of
financial and hard assets along with bespoke structuring means our
asset-backed credit strategy is well positioned to perform through a more
uncertain and volatile macro environment. Despite the more challenging
macro-outlook, the Investment Manager believes that asset-backed direct
lending represents a resilient asset class that delivers strong relative value
versus other private credit opportunities and publicly traded comparable
companies.
We look forward to working more closely together with the board of Honeycomb
as a single combined business.
Pollen Street
12 September 2022
Pollen Street Update
Pollen Street's asset management business has performed in line with
expectations over H1 2022. This is a particularly pleasing result given the
macro-economic environment.
The business has continued to grow its investor base in H1 2022 with £0.2
billion raised since 31 December 2021, increasing AuM on an investor
commitment basis from £3.0 billion at 31 December 21 to £3.2 billion at 30
June 22. This capital has been raised into the credit strategies across both
Flagship Credit III and the separately managed accounts ("SMAs"). The Private
Equity business has not been in active fundraising in 2022 whilst Flagship PE
IV is deployed, good progress is being made towards the launch of Flagship PE
V in 2023.
AuM on an investor commitment basis 3 is broken down by strategy as follows:
· £1.8 billion in private equity split by:
o £0.7 billion in Flagship PE IV;
o £0.3 billion in Flagship PE III; and
o £0.8 billion in satellite and coinvest vehicles.
· £1.4 billion in private credit split by:
o £0.3 billion in Flagship Credit III;
o £0.5 billion in SMAs; and
o £0.6 billion in on balance sheet assets.
Average Fee Paying AuM 4 has also grown strongly over the first 6 months of
2022 increasing to £2.1 billion, an uplift of £0.3 billion or 21 per cent on
the average for the 12 month period ending 31 December 2021.
OutLook
Pollen Street expects to continue the momentum in fundraising from H1 2022
through into H2 with increasing AuM in the credit business alongside
continuing to prepare for the launch of the new flagship PE fund in 2023. As
such the Company expects to deliver similar growth in AuM (on an investor
commitment basis(3)) in H2 2022 as H1 2022, which reflects:
· small decline in private equity AuM given the timing of new fund
launches and portfolio realisations; and
· 30 per cent to 40 per cent growth in Credit AuM.
Total Fund Management Revenue in 2022 is expected to grow by approximately 10
per cent over 2021 (£34m). This is broken down by:
· Gross management fee revenues in 2022 are expected to be broadly
in line with 2021 with growth in credit management fees almost offsetting
private equity catch up management fees received in 2021, which only occur in
the years in which flagship private equity funds are raised. This is expected
to result in management fee income over Average Fee Paying AuM(4) of
approximately 1.25 per cent given the growth in credit AuM and timing of the
new flagship private equity fund; and
· Performance fees for 2022 are expected to be in line with the
long-term guidance of 15 per cent to 25 per cent of total Pollen Street Fund
Management Revenue.
As set out in the Circular published on 10 May 2022, the medium-term guidance
for the combined group remains unchanged and is expected to deliver:
· £4-5 billion of medium term fee paying AUM (c.2 to 3 years);
· Management fee rate of approximately 1.25-1.50 per cent on
average Fee Paying AuM over the long term
· Carried interest and performance fees representing approximately
15 to 25 per cent of total Fund Management Revenue on average over the
long-term;
· Long-term Fund Management Adjusted EBITDA Margin in excess of 50
per cent.;
· Targeted investment returns of approximately 8 per cent long term
return on Net Investment Assets; and
· a dividend for the Combined Group of £30 million in aggregate
for the year ending 31 December 2022 and £32 million in aggregate for the
year ending 31 December 2023, with the aim of growing the aggregate dividend
payable by the Combined Group progressively over time, with the aggregate
dividend payable for the year ending 31 December 2024 being not lower than
£33 million.
3 AuM on an investor commitment basis calculated as investor commitments for
active private equity funds, invested cost for other private equity funds,
total assets for the Company's on balance sheet assets and investor
commitments for private credit funds
4 Average Fee Paying AuM is calculated as the average of the opening and
closing investor commitments for active fee paying private equity funds,
invested cost for other fee paying private equity funds, total assets for the
Company's on balance sheet assets and net invested amount for fee paying
private credit funds
Top Ten Investment Assets
This section shows the largest investment assets within Honeycomb's Investment
Asset portfolio.
Country Deal Type Structure Sector Value of holding Percentage
at period-end (£m)(1)
of assets(2)
LTV
1 Downing Development Loans United Kingdom Structured Senior Real Estate 56.9 63% 10.0%
2 Sancus Loans Limited United Kingdom Structured Senior Real Estate 55.4 54% 9.7%
3 Creditfix Limited United Kingdom Structured Senior Discounted Fee Receivables 51.3 39% 9.0%
4 UK Agricultural Finance United Kingdom Direct Portfolio Senior Real Estate 50.8 50% 8.9%
5 Beaufort United Kingdom Direct Portfolio Senior Real Estate 34.5 70% 6.1%
6 Queen Street United Kingdom Direct Portfolio Senior Real Estate 32.1 75% 5.7%
7 Nucleus Cash Flow Finance Limited United Kingdom Structured Senior CBILS SME 31.8 96% 5.6%
8 GE Portfolio United Kingdom Direct Portfolio Secured Secured Consumer 27.8 61% 4.9%
9 iWoca Loans Limited United Kingdom Structured Senior SME 18.4 90% 3.2%
10 Amicus Commercial Mortgages United Kingdom Direct Portfolio Senior Real Estate 16.9 60% 3.0%
1 Direct portfolios have been aggregated by originator and servicer
2 Percentage of total investment assets of the Group (investment assets
calculated as the carrying balance of all credit assets at amortised cost,
credit assets held at fair value through profit or loss and equity investments
held at fair value through profit or loss).
As at 30 June 2022 the value of the top 10 assets totalled £375.9 million
(June 2021: 387.3 million, 31 December 2021: £403.0 million) which equated to
66.1 per cent (June 2021: 65.2 per cent, 31 December 2021: 65.5 per cent) of
investment assets (investment assets calculated as the carrying balance of all
credit assets at amortised cost and credit and equity investments held at fair
value through profit or loss)
Investment Portfolio Composition
Loan Book Stratification by Asset Class & Structure
Real estate 45.1%
Secured Consumer 7.6%
Discounted Fee Receivables 9.5%
SME 7.3%
SME CBILS 5.4%
Commercial Mortgages 6.9%
Training Loans 3.3%
Consumer 1.7%
Unsecured Consumer 1.6%
EV Fleet Finance 2.4%
Micromobility Fleet Finance 1.3%
Equity 2.7%
Other 5.2%
Investment Returns Bridge
Investment Yield 9.0%
Impairments and Write Offs 0.0%
Risk Adjusted Yield 9.0%
Equity & working capital (0.5)%
Effect of Leverage & IM fees (0.2)%
Fund Opex (0.6)%
Underlying Nav Return 7.7%
Effect of Buybacks 0.3%
NAV Return 8.0%
ESG at The Heart of Investment Management
The Investment Manager has developed a framework which helps contribute to the
UN Sustainable Development Goals (SDGs). These provide a lens through which
investors can align themselves with the needs of the wider world. The metrics
we collect from our credit partners enable us to develop deeper insights into
where investments have an impact
The ESG framework is built around identifying where our portfolio companies
can have a positive impact and amplifying that through investment processes.
We provide reporting on this framework annually in the Pollen Street Capital
ESG Report. https://www.pollencap.com/responsible-investing/esg-report-2021/
(https://www.pollencap.com/responsible-investing/esg-report-2021/) . All of
our credit facilities align to SDGs, but the ones in the framework below are
where we feel we have the most concentration.
Environmental impact
We recognise our responsibility to do business in a manner that protects and
improves the environment for our future generations, as well as supporting
businesses that take us closer to a clean and sustainable environment.
Create a lasting environmental impact - create solutions that have a positive
environmental impact - e.g. funding for residential energy efficiency
initiatives and electric vehicles
Social impact
We aim to ensure that the products and services of our portfolio companies and
credit partners provide the best outcomes for stakeholders, including
improving financial health for consumers and SMEs.
Financial inclusion - access to loans and other financial products is made
available to a broad audience, promoting greater access to opportunity
We believe a diverse business has multiple benefits. We champion diversity and
seek to ensure that equal opportunities are promoted to all.
Promote diversity - Promoting diversity and, in particular seeking to broaden
representation at Board and company levels
We focus on efforts that provide real benefits and which address relevant
regional issues
Reginal economic growth - Provide services to small businesses promoting
growth and job creation throughout the markets in which Pollen Street operates
Governance and leadership
We ensure we are appropriately accountable for our decisions, implementing
strong governance throughout operational processes with the ability to
identify and manage material risk factors, including sustainability risks. As
we focus our investments within the largely regulated financial services
sector, our portfolio operates high governance standards as a baseline.
Reducing the impact of financial crime - Reduce overall levels of financial
crime in Financial Services with effective AML and Cyber procedures and
governance ESG in the Investment Process
The Investment Manager is pleased with the progress and impacts we are seeing
across the ESG and Diversity & Inclusion agenda, combined with external
recognition of our efforts.
Pollen Street participates in a number of organisations and initiatives to
advance collaboration, best-practice and transparency on ESG across the
industry and broader society, These include the United Nations' Principles of
Responsible Investment, the ESG Data Convergence Initiative, and Initiative
Climate International.
We are thrilled that Pollen Street Capital has been named Best Responsible
Alternative Investment Team UK 2022 by Capital Finance International (CFI).
This is the second year we have been awarded this title.
Pollen Street is now Carbon Neutral. We have reduced Pollen Street's scope 2
emissions by sourcing renewable electricity tariffs, and offsetting all
emissions by purchasing verified carbon offsets to achieve the goal we set
ourselves of having carbon neutral operations by 2022. Through data and
engagement, we can help our portfolio investments to accelerate their
commitments to reduce and remove their carbon emissions.
ESG MEASUREMENT
Pollen Street Capital collects data across its Credit portfolio, collecting
both core ESG metrics and relevant impact measures, as well as aligning with
regulatory disclosures such as the EU sustainable Financial Disclosure
("SFDR").
In the first half of the year, we have expanded our ESG data collection across
our firm and portfolio and have developed a proprietary scoring mechanism.
This means we are better equipped than ever to track and build on our positive
impact, and enables us to benchmark investments, monitor overall performance
and to identify areas for ESG improvement.
ESG IN ACTION
Through our investments we can drive change, whether that be by funding green
alternatives for homes and transport, accelerating financial inclusion and
promoting high quality products and efficiency, or even driving regional
economic growth by investing in businesses and real estate developers across
the UK and Europe that help to reduce regional disparities. The following
table shows recent examples of how Pollen Street Capital's credit facilities
have supported a tangible ESG impact. The potential impact on the 17
Sustainable Development Goals as set by the United Nations has also been shown
in the table.
POSITIVE ENVIRONMENTAL IMPACT Accelerating the transition to green transport
Micro-mobility
The Investment Manager recently completed an €80m
facility with one of the world's leading micro-mobility
providers. The financing provides additional
resources for the firm's existing micro-mobility
portfolio, helping to tackle carbon emissions by
providing alternative green transport to cities around
the world and drive positive change in travel habits.
SOCIALLY IMPACTFUL PRODUCTS & PROPOSITIONS Enabling developers of affordable, efficient and good value homes
Our credit partners include real estate and bridging lenders. These lenders
support communities in meeting the critical housing gap in the UK and Europe,
adopt sustainable living standards and improve the environmental impact of
property.
Two recently announced joint ventures in have been with high quality partners
in Ireland, financing much needed homes all across the region.
Supporting Regional economies across the UK
The Investment Manager overall, and the Honeycomb Portfolio, are regionally
balanced with facilities and borrowers across the UK and Ireland.
87% of the Investment Manager's facilities are outside London.
Principal Risks and Uncertainties
The Group faces a number of both principal and emerging risks, and as a
result, the management of the risks we face is central to everything we do.
These risks could have a material impact on financial performance and position
and could cause actual results to differ materially from expected and
historical results.
The Board has carried out a robust assessment of its principal and emerging
risks and considers the controls in place help to mitigate the risks on a
regular basis. It maintains a risk register that identifies the risks facing
the Group, classifying the probability of the risk and the potential impact
that an occurrence of the risk could have on the Group. The risk register was
last reviewed by the Risk Committee and Board on 6 September 2022. It was
previously reviewed by the Risk Committee on 20 January 2022.
The Combination with Pollen Street changes the business and consequently the
risk profile materially. The impact of the Combination has been described
below as a single item. There has been extensive disclosure published in the
transaction documents around this. These are available on the Company's
website. Further disclosure in relation to this will be published in the
full year accounts for 2022. Additionally, there are changes arising from
the unsettled geo-political environment, rising inflation & interest
rates, as well as continued pressure across supply chains.
Combination With Pollen Street
The Combination with Pollen Street is materially changing the business and
consequently the risk profile. The combined group inherits risks associated
with the Pollen Street business such as risks associated with the combined
group's ability to raise additional third party capital to manage, the
management fee rates that are due on the capital raised and the recognition of
performance fees and carried interest income from the funds under management
Mitigation
There are a range of risk mitigants that reduce the exposure to these risks.
The mitigants include tail winds in the sector, which is causing growth in
demand for private equity and private credit funds, the combined group's track
record or raising capital and negotiating management and performance fees and
extensive diligence conducted by third party advisers advising Honeycomb on
the Combination with Pollen Street.
Further information will be available in prospectus, which will be published
shortly on the Company's website.
Investment Risks
Achievement of the Investment Objective
There can be no assurance that the Investment Manager will continue to be
successful in implementing the Company's investment objective.
Mitigation
The Group's investment decisions are delegated to the Investment Manager.
Performance of the Group against its investment objectives is closely
monitored on an ongoing basis by the Investment Manager and the Board and is
reviewed in detail at each Board meeting. The Board has set investment
restrictions and guidelines which the Investment Manager monitors and reports
on quarterly to the Board. In the event it is required, any action required to
mitigate underperformance is taken as deemed appropriate by the Investment
Manager. We expect the economic environment to create some compelling new
opportunities for the Group which the Investment Manager will selectively
review and deploy capital into.
Fluctuations in the market price of Issue Shares
The market price of the Group's shares may fluctuate in response to different
factors and there can be no assurance that shareholders will receive back the
amount of their investment in the Group's shares.
Mitigation
The Investment Manager and the Board closely monitor the Company's shares
price. The Company may purchase the shares in the market with the intention of
enhancing value to shareholders. However, there can be no assurance that any
repurchases will take place or that any repurchases will have the intended
effect.
Exposure to Credit Risk
The Group is exposed to credit losses if customers or counterparties are
unable to repay loans and outstanding interest and fees or through fraud. The
Group invests a significant proportion of its assets in Credit Assets which,
by their nature, are exposed to credit risk and may be impacted by adverse
economic and market conditions, including through higher impairment charges,
increased capital losses and reduced opportunities for the Group to invest in
Credit Assets. Additionally, competition could serve to reduce yields and
lower the volume of loans generated by the Group.
Mitigation
The Group invests in a diverse portfolio of assets, diversified by the number
of borrowers, the type, and the credit risk of each borrower. Many loans are
senior and/or secured and hence the Company benefits from seniority over other
creditors and security over collateral. Additionally, the Group provided for
expected credit loses within the valuation of its assets. Please see Note 11
to the financial statements for more details on Credit Risk.
Origination rates and performance of the underlying assets of the Group are
closely monitored on an ongoing basis by the Investment Manager and the Board
and are reviewed in detail at each Board meeting. The Manager has access to a
diversified range of sources from which to select attractive assets. For
structured lending facilities the Group undertakes a robust process.
Facilities are secured and typically structured with minimum asset coverage
ratios and covenants to provide early warning of credit deterioration and
adequate asset cover in the event of stress.
Borrowing
The Group uses borrowings to enhance investment returns. Whilst the use of
borrowings should enhance the Net Asset Value of the Group's issued shares
when the value of the Group's underlying assets is rising, it will have the
opposite effect where the underlying asset value is falling. In addition, in
the event that the Group's income falls for whatever reason, the use of
borrowings will increase the impact of such a fall on the Group's return and
accordingly will have an adverse effect on the Group's ability to pay
dividends to shareholders.
Mitigation
The Investment Manager and the Board closely monitors the level of gearing of
the Group. The Group has a maximum limitation on borrowings of 100 per cent of
Net Asset Value (calculated at the time of draw down) which the Investment
Manager may affect at its discretion. Further, the group targets maintaining
a net debt to tangible equity ratio in the range of 50 to 75 per cent.
Further detail on the Company's debt facilities can be found in Note 14.
Interest Rate Risk
The Group invests in Credit Assets which may be subject to a fixed rate of
interest, or a floating rate of interest (which may be linked to base rates or
other benchmarks) and expects that its borrowings will be subject to a
floating rate of interest. Any mismatches the Group has between the income
generated by its Credit Assets, on the one hand, and the liabilities in
respect of its borrowings, on the other hand, may subject the Group to
interest rate risk.
Mitigation
Interest rate risk exposures may be managed, in part, by matching any floating
rate borrowings with investments in Credit Assets that are also subject to a
floating rate of interest. The Group may use derivative instruments, including
interest rate swaps, to reduce its exposure to fluctuations in interest rates,
however some unmatched risk may remain.
Liquidity
The Group may invest in assets that are aligned with the Group's strategy and
that present opportunities to enhance the Group's return on its investments.
Such assets are likely to be illiquid and therefore may be more difficult to
realise.
Mitigation
The Group actively manages its liquidity position to ensure there is
sufficient liquidity to meet liabilities as they fall due. Other mitigants
include long-term debt facilities with amortisation periods rather than bullet
repayments; amortising assets that are highly cash generative; strong covenant
packages that gives the Group ability to influence the borrower's behaviours
in times of stress.
Operational Risks
Third Party Service Providers
The Group has no employees and the Directors have all been appointed on an
independent non-executive basis. Whilst the Group has taken all reasonable
steps to establish and maintain adequate procedures, systems and controls to
enable it to comply with its obligations, the Group is reliant upon the
performance of third-party service providers for its executive function. In
particular, the Investment Manager, Depositary, Custodian, Administrator,
Registrar and servicers, amongst others, will be performing services which are
integral to the day-to-day operation of the Group.
As part of this, the operations of the third-party service providers are
highly dependent on IT systems. Any critical system failure, prolonged loss of
service availability or material breach of data security could cause serious
damage to the third-party's ability to provide services to the Group, which
could result in significant compensation costs or regulatory sanctions or a
breach of applicable regulations. In particular, failures or breaches
resulting in the loss or publication of confidential customer data could cause
long-term damage to reputation and could affect regulatory approvals and
competitive position which could undermine their ability to attract and retain
customers.
The termination of service provision by any service provider, or failure by
any service provider to carry out its obligations either by fraud or error to
the Group, or to carry out its obligations to the Group in accordance with the
terms of its appointment, could have a material adverse effect on the Group's
operations and its ability to meet its investment objective.
Mitigation
The Group has appointed third-party service providers who hold the appropriate
regulatory approvals for the function they perform, are experienced in their
field, and have a reputation for high standards of business conduct. Further,
day-to-day oversight of third-party service providers is exercised by the
Investment Manager and reported to the Board on a quarterly basis. As
appropriate to the function being undertaken, each of the service providers is
subject to regular performance and compliance monitoring. The performance of
the Investment Manager in its duties to the Group is subject to ongoing review
by the Board on a quarterly basis as well as formal annual review by the
Group's Management Evaluation Committee.
The appointment of each service provider is governed by agreements which
contain the ability to terminate each of these counterparties with limited
notice should they continually or materially breach any of their obligations
to the Group.
Reliance on key individuals
The Group will rely on key individuals at the Investment Manager to identify
and select investment opportunities and to manage the day-to-day affairs of
the Group. There can be no assurance as to the continued service of these key
individuals at the Investment Manager. The departure of key individuals from
the Investment Manager without adequate replacement may have a material
adverse effect on the Group's business prospects and results of operations.
Accordingly, the ability of the Group to achieve its investment objective
depends on the experience of the Investment Manager's team, and more generally
on the ability of the Investment Manager to attract and retain suitable staff.
Mitigation
The interests of the Investment Manager are closely aligned with the
performance of the Group through the management and performance fee structures
in place and direct investment by certain key individuals of the Investment
Manager. Furthermore, investment decisions are made by a team of
professionals, mitigating the impact loss of any single key professional
within the Investment Manager's organisation. The performance of the
Investment Manager in its duties to the Group is subject to ongoing review by
the Board on a quarterly basis as well as formal annual review by the Group's
Management Evaluation Committee.
Regulatory Risks
Tax
Any changes in the Group's tax status or in taxation legislation could affect
the Group's ability to provide returns to shareholders and affect the tax
treatment for shareholders of their investments in the Group.
Mitigation
The Group intends at all times to conduct its affairs so as to enable it to
qualify as an investment trust for the purposes of Section 1158 of the
Corporation Tax Act 2010. Both the Board and the Investment Manager are aware
of the requirements which are to be fulfilled in any accounting period for the
Group to maintain its investment trust status. The conditions required to
satisfy the investment trust criteria are monitored by the Investment Manager
and performance of the same shall be reported to the Board on a quarterly
basis. Where new SPVs are created or acquired these are done in such a way to
not impact the potential tax liability of the Group.
Breach of applicable legislative obligations
The Group and its third-party service providers are subject to various
legislative and regulatory regimes, including, but not limited to, the
Consumer Credit Act General Data Protection Regulation and the Data Protection
Act 2018. Any breach of applicable legislative and/or regulatory obligations
could have a negative impact on the Group and impact returns to shareholders.
Mitigation
The Group engages only with third-party service providers which hold the
appropriate regulatory approvals for the function they are to perform and can
demonstrate that they can adhere to the regulatory standards required of them.
Each appointment is governed by agreements which contain the ability for the
Group to terminate the arrangements with each of these counterparties with
limited notice should such counterparty continually or materially breach any
of their legislative obligations, or their obligations to the Group more
broadly. Additionally, each of the counterparties is subject to regular
performance and compliance monitoring by the Investment Manager, as
appropriate to their function, to ensure that they are acting in accordance
with applicable regulations and are aware of any upcoming regulatory changes
which may affect the Group. Performance of third-party service providers is
reported to the Board on a quarterly basis, whilst the performance of the
Investment Manager in its duties to the Group is subject to ongoing review by
the Board on a quarterly basis as well as formal annual review by the Group's
Management Evaluation Committee.
emerging risks
The Group monitors its emerging risks, supporting organisational readiness for
external volatility. This incorporates input and insight from both a
top-down and bottom-up perspective:
· Top-down: Emerging risks identified by directors at a group level via
the Risk Committee and the Board.
· Bottom-up: Emerging risks identified at a business level and
escalated, where appropriate by the Investment Manager, via risk updates into
the Risk Committee and the Board.
Emerging risks are monitored by the Risk Committee on an ongoing basis, with
agreed actions tracked to ensure the Group's preparedness should an emerging
risk crystallise.
Over the period, the committee has focused on risks arising from the
Combination with Pollen Street. The committee benefitted from extensive
third party diligence conducted by advisers to Honeycomb.
Mitigation
Emerging risks are monitored by the Risk Committee on an ongoing basis.
Actions are tracked to ensure the Group's preparedness should an emerging risk
crystallise. The Risk Committee will continue to monitor these risks and
respond to the evolving risk landscape.
Investment Restrictions
The Group invests in Credit Assets originated across various sectors to ensure
diversification and to seek to mitigate concentration risks. The following
investment limits and restrictions apply to the Group to ensure that the
diversification of the portfolio is maintained, that concentration risk is
limited and that limits are placed on risk associated with borrowings.
The Group will not invest, in aggregate, more than 10 per cent of the
aggregate value of total assets of the Group ("Gross Assets"), at the time of
investment, in other investment funds that invest in Credit Assets.
The Group will not invest, in aggregate, more than 50 per cent of Gross
Assets, at the time of investment, in Credit Assets comprising investments in
loans (alongside or in conjunction with Shawbrook Bank ("Shawbrook")) referred
to the Origination Partner by Shawbrook. Shawbrook is a portfolio company of
funds managed or advised by Pollen Street Capital Limited.
The following restrictions apply, in each case at the time of the investment
by the Group:
· no single Credit Asset comprising a consumer credit asset shall exceed
0.15 per cent of Gross Assets;
· no single SME or corporate loan, or trade receivable, shall exceed 5.0
per cent of Gross Assets;
· no single facility, security or other interest backed by a portfolio of
loans, assets or receivables (excluding any borrowing ring-fenced within any
SPV which would be without recourse to the Group) shall exceed 20 per cent of
Gross Assets. For the avoidance of doubt, this restriction shall not prevent
the Group from directly acquiring portfolios of Credit Assets which comply
with the other investment restrictions described in this section; and
· The Group will not invest in Equity Assets to the extent that such
investment would, at the time of investment, result in the Group controlling
more than 35 per cent of the issued and voting share capital of the issuer of
such Equity Assets.
Other restrictions
The Group may invest in cash, cash equivalents, money market instruments,
money market funds, bonds, commercial paper or other debt obligations with
banks or other counterparties having single-A (or equivalent) or higher credit
rating as determined by an internationally recognised agency or systemically
important bank, or any ''governmental and public securities'' (as defined for
the purposes of the Financial Conduct Authority's Handbook of rules and
guidance) for cash management purposes and with a view to enhancing returns to
shareholders or mitigating credit exposure.
The Group will not invest in Collateralised Loan Obligations ("CLO") or
Collateralised Debt Obligations ("CDO"). CLO's are a form of securitisation
whereby payments from multiple loans are pooled together and passed on to
different classes of owners in various tranches. CDO's are pooled debt
obligations where pooled assets serve as collateral.
These restrictions were not breached in the periods ended 30 June 2022, 30
June 2021 or the year ended 31 December 2021.
Key Performance Indicators
30 June 2022 30 June 2021 31 December 2021
NET ASSET VALUE
NET ASSET VALUE (CUM INCOME) (£'000) ((1)) 354,218 358,595 359,342
MARKET CAPITALISATION (£'000) ((2) (3)) 309,159 342,019 333,204
PER SHARE METRICS
SHARE PRICE (AT CLOSE) ((4)) 890p 970p 945.0p
NAV PER SHARE (CUM INCOME) ((1)) 1,019.7p 1,017.0p 1,019.1p
SHARES IN ISSUE 34,736,934 35,259,741 35,259,741
PERFORMANCE INDICATORS AND KEY RATIOS
PREMIUM / (DISCOUNT) ((2)) ((5)) (12.7)% (4.6)% (7.3)%
ANNUALISED NAV RETURN ((2) (6)) 8.0% 8.7% 8.5%
PROFIT (£'000) ((7) (14)) 13,745 15,467 30,318
ITD TOTAL NAV RETURN ((2) (8) (9)) 54.0% 45.6% 49.9%
DEBT TO EQUITY ((2)) ((10)) 66.9% 74.0% 74.5%
NET DEBT TO EQUITY ((2) (11)) 63.6% 66.1% 70.9%
DIVIDEND RETURN ((2) (12) (14)) 8.0% 8.0% 8.0%
ONGOING CHARGES ((2) (13) (14)) 2.2% 2.2% 2.3%
The Board monitors success in implementing the Group's strategy against a
range of key performance indicators ("KPIs"), which are viewed as significant
measures of success over the longer term. Although performance relative to the
KPIs is also monitored over shorter periods, it is success over the long-term
that is viewed as more important, given the inherent volatility of short-term
investment returns. The principal KPIs are set out below with commentary
included throughout the Strategic Report:
(1) NET ASSET VALUE (CUM INCOME): includes the value of investments, other
assets and cash, including current year revenue, less liabilities. NAV per
share is calculated by dividing the calculated figure by the total number of
shares.
(2) ALTERNATIVE PERFORMANCE MEASURES: Alternative Performance Measures
("APMs") are used to improve the comparability of information between
reporting periods, either by adjusting for uncontrollable or one-off factors
which impact upon IFRS measures or, by aggregating measures, to aid the user
understand the activity taking place. The Strategic Report includes both
statutory and adjusted measures, the latter of which, reflects the underlying
performance of the business and provides a more meaningful comparison of how
the business is managed. APMs are not considered to be a substitute for IFRS
measures but provide additional insight on the performance of the business.
Reconciliations to amounts appearing in the financial statements can be found
in section 5.
(3) MARKET CAPITALISATION: the closing mid-market share price multiplied by
the number of shares outstanding at period end.
(4) SHARE PRICE (AT CLOSE): closing mid-market share price at period end
(excluding dividends reinvested).
(5) PREMIUM / (DISCOUNT): the amount by which the price per share of an
investment trust is either higher (at a premium) or lower (at a discount) than
the net asset value per share (cum income), expressed as a percentage of the
net asset value per share.
(6) ANNUALISED NAV RETURN: is calculated as Net Asset Value (Cum Income) at
the end of the period, plus dividends declared during the period, divided by
NAV (Cum Income) at the start of the period, calculated on a per share basis,
pro-rata for the number of the days in the period
(7) PROFIT: is profit after taxation
(8) ITD: inception to date - excludes issue costs.
(9) TOTAL NAV RETURN: is calculated as Net Asset Value (Cum Income) at the end
of the period, plus dividends declared during the period, divided by NAV (Cum
Income) at the start of the period, calculated on a per share basis. There was
a 1.06 per cent uplift on the inception to date total NAV per share return due
to the effect of shares being issued at a premium during May-17 capital raise
and 0.73 per cent in relation to the April-18 capital raise.
(10) DEBT TO EQUITY: is calculated as the Group's interest bearing debt
divided by the net asset value, expressed as a percentage.
(11) NET DEBT TO EQUITY: is calculated as the Group's interest bearing debt,
less cash and cash equivalents, divided by the net asset value, expressed as a
percentage.
(12) DIVIDEND RETURN: is calculated as the total declared dividends for the
period divided by IPO issue price.
(13) ONGOING CHARGES RATIO: The Annualised Ongoing Charge is calculated using
the Association of Investment Companies recommended methodology. It is
calculated as a percentage of annualised ongoing charge over average reported
Net Asset Value. Ongoing charges are those expenses of a type which are likely
to recur in the foreseeable future, whether charged to capital or revenue, and
which relate to the operation of the investment company as a collective fund,
excluding the costs of acquisition/disposal of investments, financing charges
and gains/losses arising on investments. Ongoing charges are based on costs
incurred in the year as being the best estimate of future costs. The AIC
excludes performance fees from the Ongoing Charges calculation
(14) For 30 June 2022 the period covered is 1 January 2022 to 30 June 2022,
for 30 June 2021 the period covered is 1 January 2021 to 30 June 2021 and for
31 December 2021 the period covered is 1 January 2021 to 31 December 2021
2 Directors Report
Statement of Directors' Responsibilities
The Directors, being the persons responsible, confirm that to the best of
their knowledge:
a) the condensed set of Unaudited Financial Statements contained within
the half-yearly financial report have been prepared in accordance with
UK-adopted IAS 34 'Interim Financial Reporting', as required by the Disclosure
and Transparency Rule 4.2.4R, and gives a true and fair view of the assets,
liabilities and financial position of the Group;
b) the Interim Management Report includes a fair review, as required by
Disclosure and Transparency Rule 4.2.7R, of important events that have
occurred during the first six months of the financial year, their impact on
the condensed set of unaudited Financial Statements, and a description of the
principal risks and perceived uncertainties for the remaining six months of
the financial year; and
c) the Interim Management Report includes a fair review of the
information concerning related parties' transactions as required by Disclosure
and Transparency Rule 4.2.8R. Signed on behalf of the Board by
Robert Sharpe
Chairman
12 September 2022
3 Unaudited Financial Statements
Consolidated Statement of Comprehensive Income
For the period from 1 January 2022 to 30 June 2022 For the period from 1 January 2021 to 30 June 2021
Notes Revenue £'000 Capital Total Revenue £'000 Capital Total
£'000
£'000
£'000
£'000
Net Income
Interest Income on credit assets at amortised cost 3 25,045 - 25,045 29,479 - 29,479
Income on assets at fair value through profit and loss 9 1,570 - 1,570 103 192 295
Credit impairment releases / (charges) 8 128 - 128 (516) - (516)
Third party servicing (1,134) - (1,134) (1,469) - (1,469)
Net operating income before financing and fund costs 25,609 - 25,609 27,597 192 27,789
Finance costs 14 (6,369) - (6,369) (6,644) - (6,644)
Net operating income before fund costs 19,240 - 19,240 20,953 192 21,145
Management and performance fee 4 (4,370) (78) (4,448) (4,814) (75) (4,889)
Fund expenses 5 (1,047) - (1,047) (789) - (789)
Total operating expenses (5,417) (78) (5,495) (5,603) (75) (5,678)
Profit / (loss) before taxation 13,823 (78) 13,745 15,350 117 15,467
Tax expense - - - - - -
Profit / (loss) after taxation 13,823 (78) 13,745 15,350 117 15,467
Earnings per share 6 39.3p (0.2)p 39.1p 43.5p 0.3p 43.8p
(basic and diluted)
The total column of this statement represents the Statement of comprehensive
income prepared in accordance UK-adopted International Accounting Standards
and with the requirements of the Companies Act 2006 as applicable to companies
reporting under those standards. The supplementary revenue return and capital
return columns are both prepared under guidance issued by the Association of
Investment Companies ("AIC"). All items in the above statement derive from
continuing operations.
No operations were discontinued during the period.
The Company does not have any income or expense that is not included in net
profit for the period. Accordingly, the net profit for the period is also the
Total Comprehensive Income for the period, as defined in IAS1 (revised). There
is no other comprehensive income for the period.
The notes on pages 30 to 52 form an integral part of the financial statements.
For the period from 1 January 2021 to 31 December 2021
Notes Revenue Capital Total
£'000
£'000
£'000
Net Income
Interest Income on credit assets at amortised cost 3 56,484 - 56,484
Income / (Loss) on credit and equity assets at fair value through profit and 9 1,874 (1,337) 537
loss
Credit impairment losses 8 844 - 844
Third party servicing (2,810) - (2,810)
Net operating income before financing and fund costs 56,392 (1,337) 55,055
Finance costs 14 (12,859) - (12,859)
Net operating income before fund costs 43,533 (1,337) 42,196
Management and performance fee 4 (9,560) (158) (9,718)
Fund expenses 5 (2,160) - (2,160)
Total operating expenses (11,720) (158) (11,878)
Profit before taxation 31,813 (1,495) 30,318
Tax expense - - -
Profit after taxation 31,813 (1,495) 30,318
Earnings per share (basic and diluted) 6 90.2p (4.2)p 86.0p
The total column of this statement represents the Statement of comprehensive
income prepared in accordance with UK-adopted International Accounting
Standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards. The supplementary revenue return
and capital return columns are both prepared under guidance issued by the
Association of Investment Companies ("AIC"). All items in the above statement
derive from continuing operations.
No operations were discontinued during the year.
The Company does not have any income or expense that is not included in net
profit for the year. Accordingly, the net profit for the year is also the
Total Comprehensive Income for the year, as defined in IAS1 (revised). There
is no other comprehensive income for the year.
The notes on pages 30 to 52 form an integral part of the financial statements.
Consolidated Statement of Financial Position
Notes 30 June 2022 30 June 2021 31 December 2021
£'000
£'000
£'000
Non-current assets
Assets held at fair value through profit or loss 9 59,158 20,967 48,770
Credit assets at amortised cost 8 523,476 573,113 565,994
Derivative assets held at fair value through profit or loss - 26 -
582,634 594,106 614,764
Current assets
Cash and cash equivalents 11,848 28,359 12,948
Receivables 12 1,002 5,320 6,554
12,850 33,679 19,502
Total assets 595,484 627,785 634,266
Current liabilities
Management and performance fee payable 4 (1,900) (2,770) (4,468)
Other payables 13 (1,559) (953) (2,691)
Derivative liability held at fair value through profit or loss (696) - (108)
Interest bearing borrowings 14 (62,601) (28,600) (49,339)
(66,756) (32,323) (56,606)
Total assets less current liabilities 528,728 595,462 577,660
Non-current liabilities
Interest bearing borrowings 14 (174,510) (236,867) (218,318)
Net assets 354,218 358,595 359,342
Shareholders' funds
Ordinary share capital 15 347 352 352
Share premium 299,599 299,599 299,599
Revenue reserves 4,567 2,431 4,790
Capital reserves (2,322) (632) (2,244)
Special distributable reserves 16 52,027 56,845 56,845
Total shareholders' funds 354,218 358,595 359,342
Net asset value per share 18 1,019.7p 1,017.0p 1,019.1p
The notes on pages 30 to 52 form an integral part of the financial statements.
The financial statements on pages 25 to 30 were approved by the Board of
Directors of Honeycomb Investment Trust plc (a public limited company
incorporated in England and Wales with company number 09899024) and authorised
for issue on 12 September 2022.
Consolidated Statement of Changes in Shareholders' Funds
For the period from 1 January 2022 to 30 June 2022
Ordinary Share Revenue Capital Special Total
Share
Premium
Reserves
Reserves
Distributable
Equity
Capital
£'000
£'000
£'000
Reserves
£'000
£'000
£'000
Shareholders' funds at 352 299,599 4,790 (2,244) 56,845 359,342
1 January 2022
Ordinary shares bought back (5) - - - (4,818) (4,823)
Profit after taxation - - 13,823 (78) - 13,745
Dividends paid in the period - - (14,046) - - (14,046)
Shareholders' funds at 347 299,599 4,567 (2,322) 52,027 354,218
30 June 2022
The Group's capital reserve arising on investments sold and revenue reserve
may be distributed by way of a dividend. The portion of capital reserve
arising on investments held is wholly non-distributable. There may be factors
that restrict the value of the reserves that can be distributed and these
factors may be complex to determine. Amounts fully distributable may therefore
not be the total of the revenue reserve and the portion of the capital reserve
arising on investments sold.
For the period from 1 January 2021 to 30 June 2021
Ordinary Share Revenue Capital Special Total
Share
Premium
Reserves
Reserves
Distributable
Equity
Capital
£'000
£'000
£'000
Reserves
£'000
£'000
£'000
Shareholders' funds at 352 299,599 1,185 (749) 56,845 357,232
1 January 2021
Ordinary shares bought back - - - - - -
Profit / (Loss) after taxation - - 15,350 117 - 15,467
Dividends paid in the period - - (14,104) - - (14,104)
Shareholders' funds at 352 299,599 2,431 (632) 56,845 358,595
30 June 2021
The Group's capital reserve arising on investments sold and revenue reserve
may be distributed by way of a dividend. The portion of capital reserve
arising on investments held is wholly non-distributable. There may be factors
that restrict the value of the reserves that can be distributed and these
factors may be complex to determine. Amounts fully distributable may therefore
not be the total of the revenue reserve and the portion of the capital reserve
arising on investments sold.
For the year ended 31 December 2021
Ordinary Share Revenue Capital Special Total
Share
Premium
Reserves
Reserves
Distributable
Equity
Capital
£'000
£'000
£'000
Reserves
£'000
£'000
£'000
Shareholders' funds at 352 299,599 1,185 (749) 56,845 357,232
1 January 2021
Ordinary shares bought back - - - - - -
Profit / (Loss) after taxation - - 31,813 (1,495) - 30,318
Dividends paid in the year - - (28,208) - - (28,208)
Shareholders' funds at 352 299,599 4,790 (2,244) 56,845 359,342
31 December 2021
The Group's capital reserve arising on investments sold and revenue reserve
may be distributed by way of a dividend. The portion of capital reserve
arising on investments held is wholly non-distributable. There may be factors
that restrict the value of the reserves that can be distributed and these
factors may be complex to determine. Amounts fully distributable may therefore
not be the total of the revenue reserve and the portion of the capital reserve
arising on investments sold.
The notes on pages 30 to 52 form an integral part of the financial statements.
Consolidated Statement of Cash Flows
For the period ended 30 June 2022
Notes 30 June 2022 30 June 2021 31 December 2021
£'000
£'000
£'000
Cash flows from operating activities:
Profit after taxation 13,745 15,467 30,318
Adjustments for:
Net purchase of fair value credit investments 9 (8,554) - (21,583)
(Advances) / repayments of investments at amortised cost 42,644 (25,892) (22,883)
Change in expected credit loss 8 (128) 516 (844)
Net change in unrealised gains 9 (1,834) (103) (854)
Finance costs 6,369 6,644 12,859
(Increase) / decrease in receivables 12 5,552 1,453 219
Increase in derivatives 587 (5) 130
Increase in payables 13 (3,700) (3,449) (13)
Net cash inflow from operating activities 54,681 (5,369) (2,651)
Cash flows from financing activities:
Redemption of shares 16 (4,820) - -
Drawdown of interest bearing borrowings 14 - - 27,000
Repayments of interest-bearing borrowings 14 (31,372) (9,092) (34,375)
Interest paid on financing activities 14 (5,543) (5,624) (11,366)
Dividends declared and paid 7 (14,046) (14,104) (28,208)
Net cash (outflow) from financing activities (55,781) (28,820) (46,949)
Net change in cash and cash equivalents (1,100) (34,189) (49,600)
Cash and cash equivalents at the beginning of the period 12,948 62,548 62,548
Cash and cash equivalents 11,848 28,359 12,948
The notes on pages 30 to 52 form an integral part of the financial statements.
Notes to the Financial Statements
1. General Information
Honeycomb Investment Trust plc (the "Company") and its subsidiaries (together,
the "Group") is a closed-ended investment company incorporated in England and
Wales on 2 December 2015 with registered number 09899024. The registered
office is 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom. The
Company commenced operations on 23 December 2015 and carries on business as an
investment trust within the meaning of chapter 4 of Part 24 of the Corporation
Tax Act 2010.
The Group's investment objective is to provide shareholders with an attractive
level of dividend income and capital growth through the acquisition of Credit
Assets, together with selected equity investments that are aligned with the
Group's strategy and that present opportunities to enhance the Group's returns
from its investments.
The Group seeks to acquire Credit Assets which meet the specified underwriting
criteria through two routes; (1) providing structured loans to specialist
finance companies whereby the Group takes security on the assets originated by
the borrower with the borrower also providing 'first loss' in the form of
'real capital' whilst the Group provides the senior capital; and (2) acquiring
portfolios of whole loans whereby the Group is exposed to the underlying risk
and rewards of the loan that have the potential to provide attractive returns
for investors on a risk-adjusted basis.
The Group's investment manager is Pollen Street Capital Limited a UK-based
company authorised and regulated by the FCA, who also acts as the Alternative
Investment Fund Manager (the "AIFM") under the Alternative Investment Fund
Managers Directive (the "AIFMD"). The Group is defined as an Alternative
Investment Fund and is subject to the relevant articles of the AIFMD.
As at 30 June 2022 the Company's share capital comprised 39,449,919 ordinary
shares in issue (30 June 2021: 39,449,919, 31 December 2021: 39,449,919), of
which 4,712,985 were held by the Company as treasury shares (30 June 2021:
4,190,178, 31 December 2021: 4,190,178). The total number of voting rights at
30 June 2022 was therefore 35,259,741 (30 June 2021: 35,259,741, 31 December
2021: 35,259,741). These shares are listed and trade on the Premium Segment of
the London Stock Exchange's main market.
2. Principal Accounting Policies
Basis of accounting
The financial statements for the 6 months period ended 30 June 2022 have been
prepared on the basis of the policies set out in the 2021 annual financial
statements and in accordance with UK adopted IAS 34 and the Disclosure
Guidance and Transparency Rules sourcebook of the UK's Financial Conduct
Authority.
The results for the half year ended 30 June 2022 constitute non-statutory
accounts within the meaning of Section 435 of the Companies Act 2006 and have
not been audited by the Group's Auditor.
The interim financial statements need to be read in conjunction with the
annual consolidated financial statements for the year ended 31 December 2021
which were prepared in accordance with UK-adopted International Accounting
Standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards.
The financial statements have been prepared on a going concern basis and under
the historic cost convention modified by the revaluation of financial assets
held at fair value through profit and loss as applicable. The Directors
consider that the Group has adequate financial resources to enable it to
continue operations for a period of no less than 12 months from the reporting
date. Accordingly, the Directors believe that it is appropriate to continue to
adopt the going concern basis in preparing the financial statements.
The principal accounting policies adopted by the Group are consistent with
those set out on pages 76 - 87 of the Annual report 2021. Where presentational
guidance set out in the Statement of Recommended Practice ("SORP") for
investment trusts issued by the Association of Investment Companies ("AIC") in
November 2014 is consistent with the requirements of IFRS, the Directors have
sought to prepare the financial statements on a basis compliant with the
recommendations of the SORP.
All values are rounded to the nearest thousand pounds unless otherwise
indicated.
Significant Accounting Judgements, Estimates and Assumptions
The preparation of financial statements in accordance with both UK-adopted
International Accounting Standards and with the requirements of the Companies
Act 2006 as applicable to companies reporting under those standards requires
the Group to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of income and expenses during the reporting period. UK company law and IFRS
require the Directors, in preparing the Group's financial statements, to
select suitable accounting policies, apply them consistently and make
judgements and estimates that are reasonable. The Group's estimates and
assumptions are based on historical experience and expectations of future
events and are reviewed on an ongoing basis. Although these estimates are
based on the Directors' best knowledge of the amount, actual results may
differ ultimately from those estimates.
The estimates of most significance to the financial statements, are in
relation to expected credit losses, equity investments at fair value through
profit or loss and consolidation. These have been applied consistently with
the methodology detailed in the annual report on pages 88 to 90.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
To estimate expected credit losses, the Group uses a model to project a number
of key variables to generate future economic scenarios. These scenarios are
used to produce a weighted average probability of default ("PD") for each
product grouping which is used to determine stage allocation and calculate the
related ECL allowance. Scenario probabilities reflect management judgement
and are informed by data analysis of past recessions, transitions in and out
of recession, and the current economic outlook. The key assumptions made, and
the accompanying paths, represent the 'best estimate' of a scenario at a
specified probability. The scenarios have been updated using the latest
economic forecasts produced by Oxford Economics for June 2022 and an
assessment of the potential outlook for the economy in light of the evolving
macro economic situation. The impact of the change in scenarios is not
material.
3. Interest income on credit assets at amortised cost
Group 30 June 2022 30 June 2021 31 December 2021
£'000
£'000
£'000
Investment income
Interest income 22,867 27,067 51,900
Commitment fee income 808 1,218 2,403
Arrangement fee income 1,291 1,207 2,232
Net profit / (loss) on foreign exchange 75 (13) (53)
Total investment income 25,041 29,479 56,482
Other income
Deposit interest 4 - 2
Total income 25,045 29,479 56,484
*Net profit / (loss) on foreign exchange also includes fair value movements on
derivatives taken out to economically hedge fair value exposures
4. Management and Performance Fee
Management Fee
The management fee is calculated and payable monthly in arrears at a rate
equal to 1/12 of 1.0 per cent per month of Gross Asset Value (the ''Management
Fee''). Gross Asset Value is the equivalent of Total Assets on the
Consolidated Statement of Financial Position. The aggregate fee payable on
this basis must not exceed 1.0 per cent of the gross assets of the Company and
its group in any year. The Management Fee is allocated between the revenue and
capital accounts based on the prospective split of the Gross Asset Value
between revenue and capital.
In respect of any issue of Ordinary Shares or C Shares, until the date on
which 80 per cent of the net proceeds of such issue have been invested or
committed to be invested in Credit Assets or Equity Assets, the Net Asset
Value attributable to such Ordinary Shares or C Shares shall, for the purposes
of the Management Fee, exclude any portion of the issue proceeds in cash, or
invested in cash deposits or cash equivalent investments. Where there are C
Shares in issue, the Management Fee will be calculated separately on the gross
assets attributable to the Ordinary Shares and the C Shares.
Management fees charged for the period ended 30 June 2022 totalled £2.9
million (30 June 2021: £3.2 million, 31 December 2021: £6.4 million) of
which £0.4 million was payable at 30 June 2022 (30 June 2021: £1.1 million,
31 December 2021: £1.0 million).
Performance Fee
The Investment Manager is also entitled to a performance fee, which is
calculated in respect of each twelve-month period starting on 1 January and
ending on 31 December in each calendar year ("Calculation Period"), and the
final Calculation Period shall end on the day on which the management
agreement is terminated or, if earlier, the business day immediately preceding
the day on which the Company goes into liquidation.
The performance fee will only be payable if the Adjusted Net Asset Value at
the end of a Calculation Period exceeds a hurdle threshold, equal to the
Adjusted Net Asset Value immediately following admission to trading on the
London Stock Exchange, compounded at a rate equal to 5 per cent per annum (the
"Hurdle").
If, on the last day of a Calculation Period (each a "Calculation Date"), the
Adjusted Net Asset Value exceeds the Hurdle, the Investment Manager shall be
entitled to a performance fee equal to the lower of:
a) the amount by which the Adjusted Net Asset Value exceeds the Hurdle, in
each case as at the Calculation Date; and
b) 10 per cent of the amount by which total growth in Adjusted Net Asset
Value since first admission (being the aggregate of the growth in Adjusted Net
Asset Value in the relevant Calculation Period and in each previous
Calculation Period), after adding back any performance fees paid to the
Investment Manager, exceeds the aggregate of all performance fees payable to
the Investment Manager in respect of all previous Calculation Periods.
'Adjusted Net Asset Value' means the Net Asset Value after: (i) excluding any
increases or decreases in Net Asset Value attributable to the issue or
repurchase of any Ordinary Shares; (ii) adding back the aggregate amount of
any dividends paid or distributions made in respect of any Ordinary Shares;
(iii) excluding the aggregate amount of any dividends or distributions accrued
but unpaid in respect of any Ordinary Shares; and (iv) excluding the amount of
any Performance Fees accrued but unpaid, in each case without double counting.
In the event that C Shares are in issue, the Investment Manager shall be
entitled to a performance fee in respect of the net assets referable to the C
Shares on the same basis as summarised above, except that a Calculation Period
shall be deemed to end on the date of the conversion of the relevant tranche
of C Shares into Ordinary Shares.
Performance fees for the period ended 30 June 2022 totalled £1.5 million (30
June 2021: £1.7 million, 31 December 2021: £3.4 million) of which £1.5
million was payable at 30 June 2022 (30 June 2021: £1.7 million, 31 December
2021: £3.4 million).
5. Fund expenses
Group 30 June 2022 30 June 2021 31 December 2021
£'000
£'000
£'000
Directors' fees 112 99 203
Administrator's fees 89 89 179
Auditors' remuneration 160 143 319
Project Costs - 48 18
Other expenses 686 410 1,441
Total fund expenses 1,047 789 2,160
All expenses where applicable are exclusive of VAT. Directors' fees at the
period ended 30 June 2022 include £111,875 (30 June 2021: £99,000, 31
December 2021: £203,000) paid to Directors'.
6. Earnings per share
Group 30 June 2022 30 June 2021 31 December 2021
Revenue 39.3p 43.5p 90.2p
Capital (0.2)p 0.3p (4.2)p
Earnings per ordinary share 39.1p 43.8p 86.0p
The calculation for the period ended 30 June 2022 is based on a profit after
tax of £13.8 million (30 June 2021: £15.4 million, 31 December 2021: £31.8
million) and capital returns of (£0.1) million (30 June 2021: £0.1 million,
31 December 2021: (£1.5) million) and total returns of £13.7 million (30
June 2021: £15.5 million, 31 December 2021: £30.3 million) and a weighted
average number of ordinary shares of 35,135,634 (30 June 2021: 35,259,741, 31
December 2021: 35,259,741).
7. Ordinary dividends
30 June 2022 30 June 2021 31 December 2021
£'000
£'000
£'000
20.00p Interim dividend for the period to 31 December 2020 (paid 26 March - 7,052 7,052
2021)
20.00p Interim dividend for the period to 31 March 2021 - 7,052 7,052
(paid on 25 June 2021)
20.00p Interim dividend for the period to 30 June 2021 - - 7,052
(paid on 30 September 2021)
20.00p Interim dividend for the period to 30 September 2021 - - 7,052
(paid 24 December 2021)
20.00p Interim dividend for the period to 31 December 2021 7,052 - -
(paid 22 March 2022)
20.00p Interim dividend for the period to 31 March 2022 6,994 - -
(paid on 22 June 2022)
Total dividend paid/to be paid in relation to period 14,046 14,104 28,208
20.00p Interim dividend for the period to 30 June 2022 6,947 - -
(to be paid on 30 September 2022)
20.00p Interim dividend for the period to 30 June 2021 7,052
(paid on 30 September 2021)
20.00p Interim dividend for the period to 31 December 2021 - - 7,052
(paid 25 March 2022)
Total dividend paid/to be paid in relation to period 13,941 14,104 28,208
The 30 September 2022 interim dividend of 20.00 pence was approved on 6
September 2022 and will be paid on 30 September 2022.
8. Investments at Amortised Cost
(a) Credit Assets at amortised cost
The disclosure below presents the gross carrying value of financial
instruments to which the impairment requirements in IFRS 9 are applied and the
associated allowance for ECL. Please see Note 2 for more detail on the
allowance for ECL.
The following table analyses loans by industry sector and represent the
concentration of exposures on which credit risk is managed for the Group as at
30 June 2022.
30 June 2022 31 December 2021
Group and Company Gross Carrying Amount Allowance Net Carrying Amount Gross Carrying Amount Allowance Net Carrying Amount
for ECL
for ECL
£'000
£'000 £'000
£'000
£'000 £'000
Total Assets at amortised cost 532,866 (9,390) 523,476 576,780 (10,786) 565,994
The following table analyses loans by staging for both the Group and Company
as at 30 June 2022:
30 June 2022 31 December 2021
Group and Company Gross Carrying Amount Allowance Net Carrying Amount Gross Carrying Amount Allowance Net Carrying Amount
for ECL
for ECL
£'000
£'000 £'000
£'000
£'000 £'000
Credit Assets at amortised cost
Stage 1 502,292 (1,103) 501,189 544,233 (952) 543,281
Stage 2 5,575 (618) 4,957 6,363 (946) 5,417
Stage 3 24,999 (7,669) 17,330 26,184 (8,888) 17,296
Total Assets 532,866 (9,390) 523,476 576,780 (10,786) 565,994
Group and Company Stage 1 Stage 2 Stage 3 Total
£'000
£'000
£'000
£'000
At 1 January 2022 952 946 8,888 10,786
Movement from stage 1 to stage 2 (2) 134 - 132
Movement from stage 1 to stage 3 (1) - 59 58
Movement from stage 2 to stage 1 3 (163) - (160)
Movement from stage 2 to stage 3 - (172) 236 64
Movement from stage 3 to stage 1 - - (182) (182)
Movement from stage 3 to stage 2 - 24 (59) (35)
Decreases due to repayments 264 (18) (863) (617)
Increases due to origination - - - -
Remeasurements due to modelling (18) (96) 726 612
Loans sold (95) (37) (131) (263)
Loans written off - - (1,005) (1,005)
Allowance for ECL at 30 June 2022 1,103 618 7,669 9,390
Group and Company Stage 1 Stage 2 Stage 3 Total
£'000
£'000
£'000
£'000
At 1 January 2021 1,464 1,927 27,086 30,477
Movement from stage 1 to stage 2 (39) 465 - 426
Movement from stage 1 to stage 3 (84) - 2,286 2,202
Movement from stage 2 to stage 1 9 (302) - (293)
Movement from stage 2 to stage 3 - (698) 890 192
Movement from stage 3 to stage 1 8 - (587) (579)
Movement from stage 3 to stage 2 - 145 (385) (240)
Remeasurements due to repayments, originations, sales and remodelling 691 (28) (2,149) (1,486)
Allowances on loans written off - (1) (289) (290)
Allowance for ECL at 30 June 2021 2,049 1,508) 26,852 30,409
Group and Company Stage 1 Stage 2 Stage 3 Total
£'000
£'000
£'000
£'000
At 1 January 2021 1,464 1,927 27,086 30,477
Movement from stage 1 to stage 2 (8) 450 - 442
Movement from stage 1 to stage 3 (2) - 766 764
Movement from stage 2 to stage 1 - (218) - (218)
Movement from stage 2 to stage 3 - (321) 432 111
Movement from stage 3 to stage 1 2 - (388) (386)
Movement from stage 3 to stage 2 - 58 (237) (179)
Decreases due to repayments (53) (139) (1,651) (1,843)
Increases due to origination 67 - - 67
Remeasurements due to modelling 460 33 (94) 399
Loans sold (978) (843) (16,714) (18,535)
Loans written off - (1) (312) (313)
Allowance for ECL at 31 December 2021 952 946 8,888 10,786
(b) Expected Credit Loss allowance for IFRS 9
Under the expected credit loss model introduced by IFRS 9 Impairment
Provisions are driven by changes in credit risk of instruments, with a
provision for lifetime expected credit losses recognised where the risk of
default of an instrument has increased significantly since initial
recognition.
The following table analyses Group loans by stage and sector for the period
ended 30 June 2022:
Group Total
£'000
At 1 January 2022 10,786
Charge for period - Stage 1 (32)
Charge for period - Stage 2 (15)
Charge for period - Stage 3 (81)
Charge for period - total (128)
Loans sold & write-offs (1,268)
Allowance for ECL at 30 June 2022 9,390
The following table analyses Group loans by stage and sector for the period
ended 30 June 2021:
Group Total
£'000
At 1 January 2021 30,477
Charge for period - Stage 1 585
Charge for period - Stage 2 (418)
Charge for period - Stage 3 349
Charge for period - total 516
Loans sold (248)
Gross value of loans written off (336)
Allowance for ECL at 30 June 2021 30,409
The following table analyses Group loans by stage and sector for the period
ended 31 December 2021:
Group Total
£'000
At 1 January 2022 30,477
Charge for period - Stage 1 290
Charge for period - Stage 2 (483)
Charge for period - Stage 3 (651)
Charge for period - total (844)
Loans sold (18,847)
Allowance for ECL at 31 December 2021 10,786
Measurement uncertainty and sensitivity analysis of ECL
The recognition and measurement of ECL is highly complex and involves the use
of significant judgement and estimation. This includes the formulation and
incorporation of multiple forward-looking economic conditions into ECL to meet
the measurement objective of IFRS 9.
The Group has adopted the use of three economic scenarios, representative of
Oxford Economics view of forecast economic conditions, sufficient to calculate
unbiased ECL. They represent a 'most likely outcome' (the Base scenario) and
two, less likely, 'outer' scenarios, referred to as the 'Upside' and
'Downside' scenarios.
The ECL recognised in the financial statements reflect the effect on expected
credit losses of a range of possible outcomes, calculated on a
probability-weighted basis, based on the economic scenarios described in Note
2 to the financial statements, including management overlays where required.
The probability-weighted amount is typically a higher number than would result
from using only the Base (most likely) economic scenario. ECLs typically have
a non-linear relationship to the many factors which influence credit losses,
such that more favourable macroeconomic factors do not reduce defaults as much
as less favourable macroeconomic factors increase defaults. The ECL calculated
for each of the scenarios represent a range of possible outcomes that have
been evaluated to estimate ECL. As a result, the ECL calculated for the Upside
and Downside scenarios should not be taken to represent the upper and lower
limits of possible actual ECL outcomes. There is a high degree of estimation
uncertainty in numbers representing tail risk scenarios when assigned a 100
per cent. A wider range of possible ECL outcomes reflects uncertainty about
the distribution of economic conditions and does not necessarily mean that
credit risk on the associated loans is higher than for loans where the
distribution of possible future economic conditions is narrower.
For stage 3 impaired loans, LGD estimates consider independent recovery
valuations provided by external consultants where available, or internal
forecasts corresponding to anticipated economic conditions.
9. Assets at Fair Value Through Profit or Loss
Total assets at fair value through profit or loss
(a) Movements in the period
The tables below set out the total movement in assets measured at fair value
through profit or loss for the Group for the periods ended 30 June 2022, 30
June 2021 and 31 December 2021.
Group £'000
Opening fair value 48,770
Purchases at cost 9,587
Disposal at cost (1,033)
Income on fair value assets 1,570
Realised income on fair value assets (819)
FX revaluation on fair value assets 1,083
Closing fair value at 30 June 2022 59,158
Comprising:
Equity assets at fair value 15,659
Credit assets at fair value 43,499
Closing fair value as at 30 June 2022 59,158
Group £'000
Opening fair value 20,864
Purchases at cost -
Disposal at cost -
Income on fair value assets 103
Realised income on fair value assets -
Closing fair value at 30 June 2021 20,967
Comprising:
Equity assets at fair value 3,035
Credit assets at fair value 17,932
Closing fair value as at 30 June 2021 20,967
Group £'000
Opening fair value 20,864
Purchases at cost 31,347
Reclassification from loans at amortised cost 5,476
Disposal at cost (9,726)
Income on fair value assets 809
Realised income on fair value assets -
Closing fair value at 31 December 2021 48,770
Comprising:
Equity assets at fair value 15,659
Credit assets at fair value 33,111
Closing fair value as at 31 December 2021 48,770
(b) Fair value of financial instruments
IFRS 13 requires the Company to classify its financial instruments held at
fair value using a hierarchy that reflects the significance of the inputs used
in the valuation methodologies. These are as follows:
· Level 1 - quoted prices in active markets for identical
investments;
· Level 2 - other significant observable inputs (including
quoted prices for similar investments, interest rates, prepayments, credit
risk, etc.); and
· Level 3 - significant unobservable inputs (including the
Company's own assumptions in determining the fair value of investments).
An investment is always categorised as Level 1, 2 or 3 in its entirety. In
certain cases, the fair value measurement for an investment may use a number
of different inputs that fall into different levels of the fair value
hierarchy. In such cases, an investment's level within the fair value
hierarchy is based on the lowest level of input that is significant to the
fair value measurement. The assessment of the significance of a particular
input to the fair value measurement requires judgement and is specific to the
investment.
The following sets out the classifications in valuing the Group's investments:
Group Closing fair value as at 30 June 2022 Closing fair value as at 30 June 2021 Closing fair value as at 31 December 2021
£'000
£'000
£'000
Level 1 - - -
Level 2 - - -
Level 3 59,158 48,770 20,967
Total 59,158 48,770 20,967
Equity assets at Fair value through profit or loss
The tables below set out the movement in equity assets measured at fair value
through profit or loss for the Group for the periods ended 30 June 2022, 30
June 2021 and 31 December 2021.
Group £'000
Opening fair value 15,659
Purchases at cost -
Disposal at cost -
Income on fair value assets -
Realised income on fair value assets -
FX revaluation on fair value assets -
Closing fair value at 30 June 2022 15,659
Comprising:
Valued using an earnings multiple 1,359
Valued using a TNAV multiple 14,300
Closing fair value as at 30 June 2022 15,659
Group £'000
Opening fair value 14,959
Purchases at cost -
Disposal at cost -
Income on fair value assets -
Realised income on fair value assets -
FX revaluation on fair value assets -
Closing fair value at 30 June 2021 14,959
Comprising:
Valued using an earnings multiple 1,380
Valued using a TNAV multiple 13,579
Closing fair value as at 30 June 2021 14,959
Group £'000
Opening fair value 14,959
Purchases at cost 2,037
Disposal at cost -
Income on fair value assets (1,337)
Realised income on fair value assets -
Closing fair value at 31 December 2021 15,659
Comprising:
Valued using an earnings multiple 1,359
Valued using a TNAV multiple 14,300
Closing fair value as at 31 December 2021 15,659
Credit assets at fair value through profit or loss
The tables below set out the movement in credit assets measured at fair value
through profit or loss for the Group for the periods ended 30 June 2022, 30
June 2021 and 31 December 2021.
Group 2022
£'000
Opening fair value 33,111
Purchases at cost 9,587
Disposal at cost (1,033)
Income on fair value assets 1,570
Realised income on fair value assets (819)
FX revaluation on fair value assets 1,083
Closing fair value at 30 June 2022 43,499
Comprising:
Valued using an earnings multiple -
Valued using a TNAV multiple 43,499
Closing fair value as at 30 June 2022 43,499
Group £'000
Opening fair value 5,905
Purchases at cost -
Disposals -
Income on fair value assets 103
Realised income on fair value assets -
FX revaluation on fair value assets -
Closing fair value at 30 June 2021 6,008
Comprising:
Valued using an earnings multiple 1,655
Valued using a TNAV multiple 4,353
Closing fair value as at 30 June 2021 6,008
Group £'000
Opening fair value 5,905
Purchases at cost 29,310
Reclassification from loans at amortised cost 5,476
Disposals (9,726)
P&L on fair value assets 2,146
Closing fair value at 31 December 2021 33,111
Comprising:
Valued using an earnings multiple 7,775
Valued using a TNAV multiple 25,336
Closing fair value as at 31 December 2021 33,111
10. Financial Risk Management
The Group's investing activities undertaken in pursuit of its investment
objective involve certain inherent risks. The main financial risks arising
from the Group's financial instruments are credit risk, market risk and
liquidity risk. The Board reviews and agrees policies for managing each of
these risks as summarised below. Credit risk is analysed further in Note 11.
Market risk
The fair value or future cash flows of a financial instrument held by the
Group may fluctuate because of changes in market prices. Market risk can be
summarised as comprising three types of risk:
· Interest rate risk - the risk that the fair value or future cash
flows of financial instruments will fluctuate because of changes in market
interest rates; and
· Currency risk - the risk that the fair value or future cash flows of
financial instruments will fluctuate because of changes in foreign exchange
rates.
· Price risk - the risk that the fair value or future cash flows of
financial instruments will fluctuate because of changes in market prices
(other than those arising from interest rate risk or currency risk);
The Group's exposure, sensitivity to and management of each of these risks is
described in further detail below. Management of market risk is fundamental to
the Group's investment objective. The investment portfolio is continually
monitored to ensure an appropriate balance of risk and reward. The Board has
also established a series of investment parameters, which are reviewed
annually, designed to limit the risk inherent in managing a portfolio of
investments.
(a) Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates
will affect future cash flows or the fair value of financial instruments.
The Group invests in Credit Assets which may be subject to a fixed rate of
interest, or a floating rate of interest (which may be linked to base rates or
other benchmarks). The Group's borrowings may be subject to a floating rate of
interest.
The Group manages the mismatch it has in respect of the income generated by
its Credit Assets, on the one hand, with the liabilities in respect of its
borrowings, on the other hand, by matching any floating rate borrowings with
investments in Credit Assets that are also subject to a floating rate of
interest. To the extent that the Group is unable to match its funding in this
way, it may use derivative instruments, including interest rate swaps, to
reduce its exposure to fluctuations in interest rates, however some unmatched
risk may remain. The Group has not used any interest rate derivate instruments
in the period.
The Group finances its operations through its share capital and reserves,
including realised gains on investments as well as the Group's debt
facilities. As at 30 June 2022 the Group had £237.1 million drawn down under
these facilities (30 June 2021: £265.5 million, 31 December 2021: £270.0
million).
Exposure of the Group's financial assets and liabilities to floating interest
rates and fixed interest rates as at 30 June 2022 is shown below:
Group Financial instrument Floating Rate Fixed Rate Total
£'000
£'000
£'000
Credit Assets at amortised cost 245,737 277,739 523,476
Credit Assets at fair value 23,385 20,114 43,499
Cash and cash equivalents 11,848 - 11,848
Interest bearing borrowings (237,111) - (237,111)
Net total exposure 43,859 297,853 341,712
Exposure of the Group's financial assets and liabilities to floating interest
rates (giving cash flow interest rate risk when rates are reset) and fixed
interest rates (giving fair value risk) as at 30 June 2021 is shown below:
Group Financial instrument Floating Rate Fixed or Administered Rate Total
£'000
£'000
£'000
Credit Assets at amortised cost 248,202 324,911 573,113
Cash and cash equivalents 28,359 - 28,359
Interest bearing borrowings (265,467) - (265,467)
Net total exposure 11,094 324,911 336,005
Exposure of the Group's financial assets and liabilities to floating interest
rates (giving cash flow interest rate risk when rates are reset) and fixed
interest rates (giving fair value risk) as at 31 December 2021 is shown below:
Group Financial instrument Floating Rate Fixed or Administered Rate Total
£'000
£'000
£'000
Credit Assets at amortised cost 269,053 296,941 565,994
Cash and cash equivalents 12,948 - 12,948
Interest bearing borrowings (267,657) - (267,657)
Net total exposure 14,344 296,941 311,285
(b) Currency risk
Currency risk is the risk that the value of net assets will fluctuate due to
changes in foreign exchange rates. Relevant risk variables are generally
movements in the exchange rates of foreign currencies in which the Group holds
financial assets and liabilities. The assets of the Group are invested in
Credit Assets and other investments including unquoted equities which are
denominated in Pounds Sterling and other currencies. Accordingly, the value of
such assets may be affected favourably or unfavourably by fluctuations in
currency rates. The Group generally hedges currency exposure between Pounds
Sterling and other currencies.
Concentration of foreign currency exposure
The Investment Manager monitors the fluctuations in foreign currency exchange
rates and may use forward foreign exchange contracts to hedge the currency
exposure of the Group's non-GBP denominated investments. The Investment
Manager re-examines the currency exposure on a regular basis in each currency
and manages the Group's currency exposure in accordance with market
expectations. The Group does not currently designate any derivatives as hedges
for hedge accounting purposes as described under IFRS 9 and records its
derivative activities on a fair value basis.
The below table presents the net exposure to Euros and US Dollars at 30 June
2022. The table includes forward foreign exchange contracts at their notional
exposure value and excludes all GBP assets and liabilities recorded on the
Consolidated Statement of Financial Position.
Currency Total Assets Total Liabilities Forward Contract Net Exposure after Forward Contract (£'000)
(£'000)
(£'000)
(£'000)
Euros 17,668 (19) (17,050) 599
US Dollars 22,663 (39) (21,766) 858
Total exposure 40,331 (58) (38,816) 1,457
If the GBP exchange rate simultaneously increased or decreased by 10 per cent
against the above currencies, the impact on profit would be an increase or
decrease of £146,000. 10 per cent is considered to be a reasonably possible
movement in foreign exchange rates. All forward contracts held at 30 June 2022
were carried out with Lumon Pay Limited.
The below table presents the net exposure to Euros and US Dollars at 30 June
2021.
Currency Total Assets Total Liabilities Forward Contract Net Exposure after Forward Contract (£'000)
(£'000)
(£'000)
(£'000)
Euros 3,718 (7) (3,515) 196
US Dollars 2,227 (12) (2,170) 45
Total exposure 5,945 (19) (5,685) 241
The below table presents the net exposure to Euros at 31 December 2021, there
was no US Dollar exposure. The table includes forward foreign exchange
contracts at their notional exposure value and excludes all GBP assets and
liabilities recorded on the Consolidated Statement of Financial Position.
Currency Total Assets Total Liabilities Forward Contract Net Exposure after Forward Contract (£'000)
(£'000)
(£'000)
(£'000)
US Dollars 9,149 - (8,758) 391
Total exposure 9,149 - (8,758) 391
(c) Price risk
Price risk is the risk that the fair value of future cash flows of a financial
instrument will fluctuate because of changes in market prices (other than
those arising from interest rate risk or currency risk), whether those changes
are caused by factors specific to the individual financial instrument or its
issuer, or factors affecting similar financial instruments traded in the
market. Local, regional or global events such as war, acts of terrorism, the
spread of infectious illness or other public health issue, recessions, or
other events could have a significant impact on the Group and market prices of
its investments. This risk applies to financial instruments held by the Group,
including equity assets, credit assets and derivatives.
Capital Management
The Company's primary objectives in relation to the management of capital are
driven by strategic and organisational requirements but are focused around:
· ensuring its ability to continue as a going concern; and
· maximising the long-term capital growth for its shareholders through
an appropriate balance of equity capital and gearing.
In the management of capital and in its definition, we include equity
(including revenue and capital reserves), debt (including long-term credit
facilities, commercial paper backstopped by long-term credit facilities and
any hedging assets or liabilities associated with long-term debt items), cash
and temporary investments.
The Board manage the capital structure and make adjustments to it considering
changes in economic conditions and the risk characteristics of the business.
The Company has met the above objectives through diversifying the leverage
facilities through the introduction of a new Topco facility during 2020, a new
amortising term loan and an increase in an existing facility.
The Group monitors capital using a ratio of net debt to equity. Net debt is
calculated by deducting cash and cash equivalents from total interest-bearing
borrowings (as shown in the Consolidated Statement of Financial Position). The
Group's net debt to equity ratio which is a key performance indicator used for
internal management at Group level was 66.9 per cent at 30 June 2022 (30 June
2021: 66.1 per cent , 31 December 2021: 70.9 per cent).
The Group is subject to externally imposed capital requirements:
· The Company's Articles of Association restrict borrowings to the
value of its share capital and reserves;
· As a public company, the Company has a minimum share capital of
£50,000;
· To be able to pay dividends out of profits available for distribution
by way of dividends, the Company must be able to meet one of the two capital
restriction tests imposed on investment companies by company law; and
· The Company's borrowings are subject to covenants limiting the total
exposure based on a cap of borrowings as a percentage of the eligible
borrowing base, alongside other covenants including but not limited to single
investment exposure limits and weighted average coupon and remaining term
requirements.
The Company has complied with all the above requirements during this financial
period.
11. Credit risk
Credit risk is the risk that one party to a financial instrument will cause a
financial loss for the other party by failing to discharge an obligation.
The Group's credit risks arise principally through exposures to loans
originated or acquired by the Group and cash deposited with banks, both of
which are subject to risk of borrower default.
The Investment Manager establishes and adheres to stringent underwriting
criteria. The Group invests in a granular portfolio of assets, diversified at
the underlying borrower level, with each loan being subject to a maximum
single loan exposure limit. This helps mitigate credit concentrations in
relation to an individual customer, a borrower group or a collection of
related borrowers.
The credit quality of loans is assessed through evaluation of various factors,
including credit scores, payment data, collateral available from the borrower
and other information.
The Group further mitigates its exposure to credit risk through structuring
facilities whereby the facilities are secured on a granular pool of performing
loans and structured so that the Origination Platform and or borrower provides
the first loss, and the Group finances the senior risk.
Further risk is mitigated in the property sector as the Group takes collateral
in the form of property to mitigate the credit risk arising from residential
mortgage lending and commercial real estate.
The Group ensures that it only deposits cash balances with institutions with
appropriate financial standing or those deemed to be systemically important.
Liquidity risk
Liquidity risk is the risk that the Group will be unable meet its obligations
in respect of financial liabilities as they fall due.
The Group manages its liquid resources to ensure sufficient cash is available
to meet its expected contractual commitments. It monitors the level of
short-term funding and balances the need for access to short-term funding,
with the long-term funding needs of the Group.
A substantial proportion of the Group's net assets are in loans, whose cash
collections could be utilised to meet funding requirements if necessary. The
Group has the power, under its Articles of Association, to take out both short
and long-term borrowings subject to a maximum value of one hundred percent of
its share capital and reserves.
At 30 June 2022 the Company had a committed debt facility totalling £200.0
million with a maturity date of 4 September 2023. This facility includes a
term and revolving facility secured on a range of assets. The Company also has
a 2-year term facility that is structured as run-off financing in that the
debt will paydown over the term of the facility and a £35m amortising term
loan with a 49 year term, but where final repayment is expected in 2024 in
line with the facility it is secured against.
The repayment terms and the covenants have been stress tested over the term of
each of these facilities to ensure compliance.
Assets and liabilities not carried at fair value but for which fair value is
disclosed
For the Group for the period ended 30 June 2022:
Group As Presented Fair Value
Level 1 Level 2 Level 3 Total
£'000
£'000
£'000
£'000
Assets
Investments at amortised cost 523,476 - - 542,913 542,913
Receivables 1,002 - 1,002 - 1,002
Cash and cash equivalents 11,848 11,848 - - 11,848
Total assets 536,326 11,848 1,002 542,913 555,763
Liabilities
Management and performance fee payable (1,900) - (1,900) - (1,900)
Other payables (1,559) - (1,559) - (1,559)
Interest bearing borrowings (237,111) - (237,111) - (237,111)
Total liabilities (240,570) - (240,570) - (240,570)
For the Group for the period ended 30 June 2021:
Group As Presented Fair Value
Level 1 Level 2 Level 3 Total
£'000
£'000
£'000
£'000
Assets
Investments at amortised cost 573,113 - - 586,113 586,113
Receivables 5,320 - 5,320 - 5,320
Cash and cash equivalents 28,359 28,359 - - 28,359
Total assets 606,792 28,359 5,320 586,113 619,792
Liabilities
Management fee payable (1,053) - (1,053) - (1,053)
Performance fee payable (1,717) - (1,717) - (1,717)
Other payables (953) - (953) - (953)
Interest bearing borrowings (265,467) - (265,467) - (265,467)
Total liabilities (269,190) - (269,190) - (269,190)
For the Group for the year ended 31 December 2021:
Group As Presented Fair Value
Level 1 Level 2 Level 3 Total
£'000
£'000
£'000
£'000
Assets
Investments at amortised cost 565,994 - - 579,482 579,482
Receivables 6,554 - 6,554 - 6,554
Cash and cash equivalents 10,500 10,500 - - 10,500
Total assets 583,048 10,500 6,554 579,482 579,536
Liabilities
Management fee payable (1,037) - (1,037) - (1,037)
Performance fee payable (3,431) - (3,431) - (3,431)
Other payables (2,392) - (2,392) - (2,392)
Deemed Loan (82,326) - (82,326) - (82,326)
Interest bearing borrowings (183,182) - (183,182) - (183,182)
Total liabilities (272,368) - (272,368) - (272,368)
Categorisation within the hierarchy has been determined based on the lowest
level input that is significant to the fair value measurement of the relevant
asset or liability (see Note 9 for details). Further details of the loans at
amortised cost held by the Group can be found in Note 8 to the financial
statements.
12. Receivables
The table below set out a breakdown of the Group receivables.
Group 30 June 2022 30 June 2021 31 December 2021
£'000
£'000
£'000
Prepayments and other debtors 956 1,285 5,583
Amounts due from platforms - 3,577 924
Other receivables 46 458 47
Total receivables 1,002 5,320 6,554
The above receivables do not carry any interest and are short term in nature.
The Directors consider that the carrying values of these receivables
approximate their fair value.
Amounts due from platforms relate to cash that has been collected by the
platform partners but not yet remitted to the Group, whereby the credit asset
at amortised cost has been treated as if this cash had been received.
13. Other Payables
The table below set out a breakdown of the Group payables.
Group 30 June 2022 30 June 2021 31 December 2021
£'000
£'000
£'000
Accruals and other payables 3,459 3,723 7,159
Total other payables 3,459 3,723 7,159
14. Interest Bearing Borrowings
The table below sets out a breakdown of the Group's interest-bearing
borrowings.
Group 30 June 2022 30 June 2021 31 December 2021
£'000
£'000
£'000
Current Liabilities
Credit facility 62,716 29,883 49,435
Interest and commitment 233 245 195
fees payable
Prepaid interest and (348) (1,528) (291)
commitment fees
Total current liabilities 62,601 28,600 49,339
Non-Current Liabilities
Credit facility 175,893 238,385 220,545
Interest and commitment - - -
fees payable
Prepaid interest and (1,383) (1,518) (2,227)
commitment fees
Total non-current liabilities 174,510 236,867 218,318
Total interest-bearing borrowings 237,111 265,467 267,657
At 30 June 2022 the Company's main debt facility was a £200 million facility,
being a £170 million term loan (30 June 2021: £170 million, 31 December
2021: £170 million) and £30 million revolving credit facility (30 June 2021:
£80 million, 31 December 2021: £80 million). At 31 December 2021 and 30 June
2022 the term loan was fully drawn with £nil drawn on the revolving element.
Interest is charged at SONIA plus a margin with the facility maturing in
September 2023. The debt facility is secured against the Company's loan
portfolios and other assets, in addition to the net exposures the Company
holds where the Company is the junior lender to an SPV.
In August 2019, the Group entered a two-year debt facility to finance three
residential mortgage portfolios, two commercial mortgage pools and a small
unsecured consumer pool. These portfolios were previously leveraged through
the Company level debt facility but obtaining assets specific leverage on
these provides a lower cost of funding at a higher advance rate. The total
debt raised on day one of this facility was £81.0 million. Interest is
charged at SONIA plus a margin. The facility was a 2-year term with a 1-year
extension option and is structured as a run-off financing in that the debt
will paydown over the term of the facility. During 2020 the 1-year extension
was exercised and an additional mortgage portfolio was transferred into the
pool. The facility is being extended in September 2022. The carrying value of
the portfolio of loans, which this facility is secured against, at 30 June
2022 was £66.1 million (30 June 2021: £85.0 million, 31 December 2021:
£76.5 million).
In December 2020, the Group entered into a £35 million debt facility secured
against a structured SME facility, the carrying value of this structured SME
facility at 30 June 2022 was £31.8 million (30 June 2021: £46.1m, 31
December 2021: £39.5 million). The debt facility charges SONIA plus a margin
and is an amortising term loan with the full £35 million drawn on day one.
The facility has a 49-year term but final repayment is expected in 2024.
As at the 30 June 2022 the below related debt costs had been incurred by the
Group.
Group 30 June 2022 30 June 2021 31 December 2021
£'000
£'000
£'000
Interest and commitment fees payable 5,581 5,687 11,022
Other finance charges 788 957 1,837
Total finance costs 6,369 6,644 12,859
As at the 30 June 2022 the below changes occurred for the Group:
Group Total
£'000
At 1 January 2022 267,657
Drawdown of interest bearing borrowings -
Repayments of interest-bearing borrowing (31,372)
Finance costs 6,369
Interest paid on financing activities (5,543)
At 30 June 2022 237,111
As at the 30 June 2021 the below changes occurred for the Group:
Group Total
£'000
At 1 January 2021 273,539
Drawdown of interest bearing borrowings -
Repayments of interest-bearing borrowing (9,092)
Finance costs 6,644
Interest paid on financing activities (5,624)
At 30 June 2021 265,467
As at the 31 December 2021 the below changes occurred for the Group:
Group Total
£'000
At 1 January 2021 273,539
Drawdown of interest bearing borrowings 27,000
Repayments of interest-bearing borrowing (34,375)
Finance costs 12,859
Interest paid on financing activities (11,366)
At 31 December 2021 267,657
The below table analyses the Group's financial liabilities into relevant
maturity groupings as well as expected future interest and commitment fee
costs based on the remaining period at the Consolidated Statement of Financial
Position date to the final scheduled maturity date.
30 June 2022 < 1 year 1 - 5 years Total
£'000
£'000
£'000
Group Financial instrument
More than 5 years
£'000
Credit facility 59,129 179,589 - 238,718
Interest and commitment fees payable (189) (1,418) - (1,607)
Total exposure 58,940 178,171 - 237,111
The below table analyses the Group's financial liabilities into relevant
maturity groupings as well as expected future interest and commitment fee
costs based on the remaining period at the Consolidated Statement of Financial
Position date to the final scheduled maturity date.
30 June 2021 < 1 year 1 - 5 years Total
£'000
£'000
£'000
Group Financial instrument
Credit facility 29,883 238,385 268,268
Interest and commitment fees payable 8,361 12,871 21,232
Total exposure 38,244 251,256 289,500
The below table analyses the Group's financial liabilities into relevant
maturity groupings as well as expected future interest and commitment fee
costs based on the remaining period at the Consolidated Statement of Financial
Position date to the final scheduled maturity date.
31 December 2021 < 1 year 1 - 5 years Total
£'000
£'000
£'000
Group Financial instrument
More than 5 years
£'000
Credit facility 49,435 185,545 35,000 269,980
Interest and commitment fees payable (96) (2,944) 717 (2,323)
Total exposure 49,339 182,601 35,717 267,657
15. Ordinary Share Capital
The table below details the issued share capital of the Company as at the date
of the Financial Statements.
30 June 30 June 31 December
2021
2022 2021
No. Issued, allotted and fully paid ordinary shares of £0.01 each 34,736,934 35,259,741 35,259,741
Cost £'000 347 352 352
The table below shows the movement in shares during the period to 30 June
2022:
Shares in issue at the Buyback of Shares in issue at
beginning of the period
Ordinary Shares
the end of the period
Ordinary Shares 35,259,741 (522,807) 34,736,934
Treasury Shares 4,190,178 522,807 4,712,985
The table below shows the movement in shares during the period to 30 June
2021:
Shares in issue at the Buyback of Shares in issue at
beginning of the period
Ordinary Shares
the end of the period
Ordinary Shares 35,259,741 - 35,259,741
Treasury Shares 4,190,178 - 4,190,178
The table below shows the movement in shares during the year to 31 December
2021:
Shares in issue at the Buyback of Shares in issue at
beginning of the period
Ordinary Shares
the end of the period
Ordinary Shares 35,259,741 - 35,259,741
Treasury Shares 4,190,178 - 4,190,178
16. Special Distributable Reserve
At a general meeting of the Company held on 14 December 2015, special
resolutions were passed approving the cancellation of the amount standing to
the credit of the Company's share premium account as at 23 December 2015.
Following the approval of the Court and the subsequent registration of the
Court order with the Registrar of Companies on 21 March 2016, the reduction
became effective. Accordingly, £98.1 million, previously held in the share
premium account, has been transferred to the special distributable reserve as
disclosed in the Statement of Financial Position.
During the period the Company repurchased an additional 522,807 shares (30
June 2021: nil , 31 December 2021: 4,190,178) using the special distributable
reserve for an amount of £4.8m (30 June 2021:£23.98 million, 31 December
2021: £34.82 million).
17. Investments in SUBSIDIARIES
On 20 June 2019 the Group incorporated Sting Funding Limited ("Sting"), a
limited Company incorporated under the law of England and Wales. The company
is registered at 1 Bartholomew Lane, London, United Kingdom, EC2N 2AX. The
Group is considered to control Sting through holding 100 per cent of the
issued shares. As a result, the financial statements are prepared on a
consolidated basis. Sting became active on 28 August 2019 when it drew down on
a debt facility backed by commercial and second charge residential mortgages.
The Company also consolidates a structured entity, Bud Funding Limited
("Bud"), a limited company incorporated under the law of England and Wales.
The company is registered at 1 Bartholomew Lane, London, United Kingdom, EC2N
2AX. The Company is considered to control Bud through its exposure to the
variable returns of the vehicle through holding of a junior note issued by it
and by way of control exerted through its involvement in the initial creation
of Bud and in the absence of another entity now having control. Bud was
incorporated on 2 November 2020 and the junior note was funded on 2 December
2020, at which point the control began.
The assets of the subsidiaries are credit assets that are included as part of
the impairment policies of the group and no impairment triggers have been
identified for the subsidiaries.
18. Net Asset Value per Ordinary Share
30 June 30 June 31 December
2022 2021 2021
Net asset value per ordinary share pence 1,019.7p 1,017.0p 1,019.1p
Net assets attributable £'000 354,218 358,595 359,342
The net asset value per ordinary share as at 30 June 2022 is based on net
assets at the period-end of £354.2 million and on 34,736,934 ordinary shares
in issue at the period-end.
The net asset value per ordinary share at 30 June 2021 is based on net assets
of £358.6 million and on 35,259,741 ordinary shares in issue.
The net asset value per ordinary share as at 31 December 2021 is based on net
assets at the year-end of £359.3 million and on 35,259,741 ordinary shares in
issue at the year-end.
19. Contingent Liabilities and Capital Commitments
As at 30 June 2022, 30 June 2021 and 31 December 2021 there were no contingent
liabilities or capital commitments for the Group.
20. Related Party Transactions and Transactions with the Investment Manager
IAS 24 'Related party disclosures' requires the disclosure of the details of
material transactions between the Company and any related parties.
Accordingly, the disclosures required are set out below:
During 2022, in line with the Board's remuneration policy, and Directors'
entitlement to additional fees in respect of any additional services performed
by them, the Remuneration Committee reviewed a proposal for additional fees to
be payable to Directors in respect of the Combination with Pollen Street
Capital Holdings Limited, which required Directors to dedicate additional time
to review associated documents and to attend additional meetings. Following
such discussion, and upon the advice of the Remuneration Committee, the Board
agreed an additional payment to the Chairman of £50,000 and to the other
Directors of £40,000. Such fees were set with regard to other comparable
investment companies who have undertaken equivalent activities.
The following fee structure for Directors is in effect:
· Chairman - £60,000 per annum
· Senior Independent Director - £50,000 per annum
· Non-Executive Director - £45,000 per annum
· Chair of Audit Committee - Additional supplement of £5,000 per
annum
· Chair of Risk Committee - Additional supplement of £5,000 per
annum
· Chair of Remuneration Committee - Additional supplement of
£5,000 per annum
As at 30 June 2022, Joanne Lake held 2,713 Ordinary Shares in the Company, no
other Directors held an interest in the Company shares at this date.
There were no other transactions during the period with the Directors of the
Company. At 30 June 2022, there was £nil (30 June 2021: £nil, 31 December
2021: £nil) payable to the Directors for fees and expenses.
Investment Manager - Pollen Street Capital Limited (the 'Investment Manager'),
a UK-based company authorised and regulated by the FCA, has been appointed the
Company's investment manager and AIFM for the purposes of the AIFMD. Details
of the services provided by the Investment Manager and the fees paid are given
on Note 4 to the financial statements.
Management and performance fees incurred during the period to 30 June 2022
were £4.37 million (30 June 2021: £5.46 million, 31 December 2021: £9.72
million) of which £1.9 million (30 June 2021: £2.77 million, 31 December
2021: £4.47 million) was payable to the Investment Manager as at the 30 June
2022.
The Group considers all transactions with the Investment Manager or companies
that are controlled by the Investment Manager as related party transactions.
Oplo Group Limited ("Oplo", formerly 1(st) Stop Group) is an English based
consumer lender, owned by a fund that is managed by an affiliate of the
Investment Manager. During the period, the structured facility to Oplo was
repaid. The Group also had a forward flow relationship in place with Oplo and
these loans have an outstanding balance as at 30 June 2022 of £9.5 million
(June 2021: £40.3 million, 31 December 2021: £47.6 million).
The Company also carried out FX hedging with Lumon Pay Limited ("LPL") in
relation to some Euro and US dollar development finance that it had entered
during the period. Lumon is owned by a fund that is managed by an affiliate of
the Investment Manager. The exposures at each reporting date are disclosed in
Note 10.
21. Ultimate Controlling Party
It is the opinion of the Directors that there is no ultimate controlling
party.
22. Subsequent Events
On 6 September 2022 a dividend of 20.0 pence per ordinary share was approved
for payment on 30 September 2022.
23. Approval of the Financial Statements
The unaudited financial statements were approved by the Board of Directors of
Honeycomb Investment Trust plc (a public limited company incorporated in
England and Wales with company number 09899024) and authorised for issue on 12
September 2022.
4 Shareholders' Information
Directors, Portfolio Manager and Advisers
Directors Administrator
Robert Sharpe Apex Fund Services (UK) Ltd
Jim Coyle 5th Floor, Bastion House
Richard Rowney 140 London Wall
Joanne Lake London EC2Y 5DN
all at the registered office below England
Registered Office Depositary
6th Floor Indos Financial Limited
65 Gresham Street c/o JTC, 18th Floor, the Scalpel
London EC2V 7NQ 52 Lime Street, London EC3M 7AF
England England
Investment Manager and AIFM Registrar
Pollen Street Capital Limited Computershare Investor Services PLC
11 - 12 Hanover Square The Pavilions, Bridgwater Road
London W1S 1JJ Bristol BS99 6ZZ
England England
Financial Advisers and Brokers Company Secretary
Barclays Bank plc Link Company Matters Limited
1 Churchill Place Central Square
Canary Wharf 10th Floor, 29 Wellington Street
London E14 5H Leeds LS1 4DL
England England
Liberum Capital Limited
Level 12, Ropemaker Street Independent Auditors
25 Ropemaker Place PricewaterhouseCoopers LLP
London EC2Y 9LY 7 More London Riverside
England London SE1 2RT
England
Cenkos Securities plc
6.7.8 Tokenhouse Yard Share Identifiers
London EC2R 7AS ISIN: GB00BYZV3G25
England Sedol: BYZV3G2
Ticker: HONY
Custodian
Sparkasse Bank Malta PLC
Ix-Xatt ta' Qui-si-Sana
101 Townsquare
Sliema SLM3112
Malta
Website
http://www.honeycombplc.com/
Website
The Company's website can be found at www.honeycombplc.com. The site provides
visitors with Company information and literature downloads. The Company's
profile is also available on third-party sites such as www.trustnet.com and
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Annual and half-yearly reports
Copies of the annual and half-yearly reports may be obtained from the Company
Secretary by calling emailing hitcosec@linkgroup.com or by visiting
www.honeycombplc.com.
Share prices and Net Asset Value information
The Company's ordinary shares of 1p each are quoted on the London Stock
Exchange:
· SEDOL number: BYZV3G2
· ISIN number: GB00BYZV3G25
· EPIC code: HONY
The codes above may be required to access trading information relating to the
Company on the internet.
Electronic communications with the Company
The Group's consolidated annual report & audited financial statements,
half-yearly reports and other formal communications are available on the
Company's website. To reduce costs the Company's half-yearly financial
statements are not posted to shareholders but are instead made available on
the Company's website.
Whistleblowing
As the Company has no employees, the Company does not have a whistleblowing
policy. The Audit Committee reviews the whistleblowing procedures of the
Investment Manager and Administrator to ensure that the concerns of their
staff may be raised in a confidential manner.
Warning to shareholders - share fraud scams
Fraudsters use persuasive and high-pressure tactics to lure investors into
scams. They may offer to sell shares that turn out to be worthless or
non-existent, or to buy shares at an inflated price in return for an upfront
payment. While high profits are promised, if you buy or sell shares in this
way, you will probably lose your money.
How to avoid share fraud
· Keep in mind that firms authorised by the FCA are unlikely to
contact you out of the blue with an offer to buy or sell shares
· Do not get into a conversation, note the name of the person
and firm contacting you and then end the call
· Check the Financial Services Register from www.fca.org.uk to
see if the person and firm contacting you is authorised by the FCA
· Beware of fraudsters claiming to be from an authorised firm,
copying its website or giving you false contact details
· Use the firm's contact details listed on the Register if you
want to call it back
· Call the FCA on 0800 111 6768 if the firm does not have
contact details on the Register or you are told they are out of date
· Search the list of unauthorised firms to avoid at
www.fca.org.uk/scams
· Consider that if you buy or sell shares from an unauthorised
firm you will not have access to the Financial Ombudsman Service or Financial
Services Compensation Scheme.
· Think about getting independent financial and professional
advice before you hand over any money
· Remember: if it sounds too good to be true, it probably is!
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5.Definition and reconciliation to alternative performance measures
Credit Assets Credit Assets are loans made to counterparties, together with related
investments.
Equity Assets Equity Assets are selected equity investments that are aligned with the
Company's strategy and that present opportunities to enhance the Company's
returns from its investments.
Net asset value ("NAV") Net asset value represents the total value of the Group's assets less the
total value of its liabilities. For valuation purposes, it is common to
express the NAV on a per share basis.
Ongoing Charges Ongoing charges is calculated as a percentage of annualised ongoing charge
over average reported NAV. Ongoing charges are those expenses of a type which
are likely to recur in the foreseeable future.
Premium If the share price of the Company is higher than the NAV per share, the
Company's shares are said to be trading at a premium. The premium is shown as
a percentage of the NAV.
Discount If the share price of the Company is lower than the NAV per share, the
Company's shares are said to be trading at a discount. The discount is shown
as a percentage of the NAV.
Fair Value The amount for which an asset could be exchanged, or a liability settled,
between willing parties in an arm's length transaction.
Registrar An entity that manages the Company's shareholder register. The Company's
registrar is Computershare Investor Services PLC.
Alternative Investment Fund ("AIF") An AIF, as defined in the AIFM Directive 2011/61/EU on Alternative Investment
Fund Managers.
LIBOR ("London Inter-Bank Offered Rate") The interest rate participating banks offer to other banks for loans on the
London market.
Structured Loan Credit Asset whereby the Group typically has senior secured loans to
speciality finance companies, whereby the security on our investment comprises
the assets originated by the speciality finance company and the company
provides the 'first loss' in the form of 'real capital' whilst the Company
provides the senior capital. Corporate guarantees also typically taken
Direct Portfolio Portfolios of loans owned directly by the Group, typically secured on property
AIFM An Alternative Investment Fund Manager, as defined in the AIFM Directive.
Pollen Street Capital Limited undertakes this role on behalf of the Company.
Servicers Comprehensive loan servicing to support the full loan lifecycle, from
origination, through account servicing to arrears management.
Reconciliation to Alternative performance measures
Premium / (Discount) to NAV per share
30 June 2022 30 June 2021 31 December 2021
NAV per share (Cum income) 1,019.7p 1,017.0p 1,019.1p
Share Price at Close 890.0p 970.0p 945.0p
Premium / (Discount) (12.7)% (4.6)% (7.3)%
The premium / (discount) to NAV per share is calculated by taking the
difference between the share price at close and the NAV per share (Cum income)
and dividing it by the NAV per share.
Annual NAV per Share Return
30 June 2022 30 June 2021 31 December 2021
NAV per share (Cum income) at period end 1,019.7p 1,017.0p 1,019.1p
NAV per share (Cum income) at period start 1,019.1p 1,013.1p 1,013.1p
Dividends per share paid in the period 40.0p 40.0p 80.0p
Annual Nav per Share Return 8.0% 8.7% 8.5%
The annual NAV per share return is calculated by taking the total of the
closing NAV per share (Cum income) at period end, adding the dividend per
share paid in the period and subtracting the NAV per share (Cum income) at
period started, divided by the NAV per share (Cum income) at period start. In
the case of a half-year, this return is pro-rated based on day count to
generate an annualised return.
Inception to Date ("ITD") NAV per Share Return
30 June 2022 30 June 2021 31 December 2021
NAV per share (Cum income) 1,019.7p 1,017.0p 1,019.1p
Opening NAV per share (Cum income) at inception 982.0p 982.0p 982.0p
Dividends per share paid since inception 492.9p 412.9p 452.9p
ITD NAV per Share Return 54.0% 45.6% 49.9%
The ITD NAV per share return is calculated by taking the total of the closing
NAV per share (cum income) at period end and adding the dividend per share
paid since inception and subtracting the opening NAV per share (Cum Income) at
inception, divided by the NAV per share (cum income) at inception.
Debt to Equity
30 June 2022 30 June 2021 31 December 2021
£'000 £'000 £'000
Net Asset Value 354,218 358,595 359,342
Interest Bearing Borrowings 237,111 265,467 267,657
Debt to Equity ratio 66.9% 74.0% 74.5%
Cash and cash equivalents 11,848 28,359 12,948
Net Debt to Equity Ratio 63.6% 66.1% 70.9%
Debt to equity ratio is calculated as the Group's interest-bearing debt
divided by the net asset value expressed as a percentage. Net Debt to equity
ratio is calculated as the Group's interest-bearing debt less cash and cash
equivalents, divided by the net asset value expressed as a percentage.
Dividend Return
30 June 2022 30 June 2021 31 December 2021
Dividend declared (pence per share) 40.0 40.0 80.0
IPO issue price (pence per share) 1,000.0 1,000.0 1,000.0
Dividend Return 8.0% 8.0% 8.0%
Dividend return is calculated as the total declared dividends for the period
divided by IPO issue price. In the case of a half-year, this return is
pro-rated based on day count to generate an annualised return.
Ongoing Charges
30 June 2022 30 June 2021 31 December 2021
£'000 £'000 £'000
Auditors' remuneration 128 143 319
Administrator's fees 89 89 179
Directors' fees 160 110 227
Management Fee 2,922 3,172 6,349
Other costs 670 447 1,417
Average NAV 359,906 359,720 360,793
Ongoing Charges 2.2% 2.2% 2.3%
Ongoing charges ratio: The Annualised Ongoing Charge is calculated using the
Association of Investment Companies recommended methodology. It is calculated
as a percentage of annualised ongoing charge over average reported Net Asset
Value. Average NAV is calculated as the average of the previous 12 months
published monthly NAV's. Ongoing charges are those expenses of a type which
are likely to recur in the foreseeable future, whether charged to capital or
revenue, and which relate to the operation of the investment company as a
collective fund, excluding the costs of acquisition/disposal of investments,
financing charges and gains/losses arising on investments. Ongoing charges are
based on costs incurred in the period as being the best estimate of future
costs. The AIC excludes performance fees from the Ongoing Charges calculation.
NAV Return Bridge
2022
£'000
Monthly Average Credit Assets 572,858
Monthly Average NAV plus Leverage 606,686
Monthly Average NAV 359.906
Monthly Average Credit Assets is the mean of the aggregate of the credit
assets at amortised cost, credit assets held at fair value through profit or
loss and derivative assets held at fair value through profit or loss for each
month end from 31 December 2021 to 30 June 2022, inclusive.
Monthly Average NAV plus Leverage is the mean of the net assets of the Group,
plus interest bearing borrowings, for each month end 31 December 2021 to 30
June 2022, inclusive.
Monthly Average NAV is the mean of the net assets of the Group for month end
from 31 December 2021 to 30 June 2022 inclusive.
H1 2022
Investment Yield 9.0% Investment yield is calculated as Interest Income on credit assets at
amortised cost, plus Income/(loss) on credit assets at fair value through
profit and loss, less third party servicing, divided by Monthly Average Credit
Assets
Impairments and write-offs 0.0% Impairments and write-offs is calculated as credit impairment losses over
Monthly Average Credit Assets
Credit asset return 9.0% Credit asset return is a sub-total of the above
Equity and working capital (0.5%) The impact of equity and working capital is calculated as the Statement of
Comprehensive Income amounts above plus Income / (Loss) on equity assets at
fair value through profit and loss divided by Monthly Average NAV plus
Leverage, less the impact of items already disclosed above
Effect of leverage and Investment Manager fees (0.2%) Effect of leverage is calculated as the above Statement of Comprehensive
Income amounts above plus finance costs divided by Monthly Average NAV, less
the impact of items already disclosed above. Investment Manager fees
calculated as Management fee and Performance fee divided by Monthly Average
NAV
Fund Opex (0.6%) Calculated as Fund expenses, divided by Monthly Average NAV
Effect of Buybacks 0.3% Calculated as the difference between the cost of the bought shares and their
value at NAV per share, divided by NAV
NAV return 8.0% Annual NAV per Share Return
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