REG - RM Infrastructure RM SecDirect - RMDC - Annual Financial Report
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RNS Number : 5197G RM Infrastructure Income PLC 29 April 2025
RM Infrastructure Income PLC
Annual Results Announcement for the year ended 31 December 2024
LEI: 213800RBRIYICC2QC958
About us
At a General Meeting held on 20 December 2023, RM Infrastructure Income plc
("RMII" or the "Company") adopted an investment objective to facilitate a
managed wind-down of the Company.
The Company aims to conduct an orderly realisation of the assets of the
Company, to be effected in a manner that seeks to achieve a balance between
returning cash to Shareholders promptly and maximising value.
Portfolio at a glance
Operational highlights
· Diversified portfolio with net assets of £82.7m invested
across 17 loans and one wholly owned asset, across 5 sectors and 7
sub-sectors.
· A low interest rate sensitivity portfolio, with an average
duration of circa 0.73 years and a weighted average yield of 12.5%.
· NAV Total Return over the last twelve months of 2.62% and
inception to date of 45.26%.
Financial information
Financial information Year ended Year ended
31 December 2024 31 December 2023
Net Asset Value ("NAV") (£'000) £82,681 £104,516
NAV per Ordinary Share (pence) 84.73p 88.88p
Ordinary Share price (pence) 73.50p 74.25p
Ordinary Share price discount to NAV(1) -13.25% -16.46%
Ongoing charges(1) 1.79% 1.84%
======== ========
Performance summary % change(2,4) % change(3,4)
Total return - Ordinary Share NAV and dividends(1) +2.62% +3.16%
Total return - Ordinary Share price and dividends(1) +7.93% -4.63%
======== ========
As at 25 April 2025, the latest date prior to the publication of this
document, the Ordinary Share price was 72.5p per share and the latest
published NAV was 84.26p per share as at 28 February 2025.
Alternative Performance Measures ("APMs")
The financial information and performance summary data highlighted in the
footnote to the above table is considered to represent APMs of the Company.
Definitions of these APMs together with how these measures have been
calculated can be found below.
Portfolio (as at 31 December 2024)
Largest 10 loans by drawn amounts across the entire portfolio
Business activity Investment type Valuation(†) Percentage of
(Private/Public/Bond) £'000 NAV (%)
Healthcare Private loans 13,036 15.8
Healthcare Private loans 9,196 11.1
Manufacturing Private loans 8,394 10.1
Hotel & Leisure Private loans 7,270 8.8
Healthcare Bond 4,772 5.8
Hotel & Leisure Private loans 4,736 5.7
Accommodation Private loans 4,458 5.4
Hotel & Leisure Private loans 3,913 4.7
Energy Efficiency Private loans 3,412 4.1
Hotel & Leisure Private loans 3,029 3.7
--------------- ---------------
Ten largest holdings 62,216 75.2
========= =========
Other private loan investments 5,864 7.1
Wholly owned asset 1,719 2.1
Forward currency contracts 299 0.4
--------------- ---------------
Total holdings 70,098 84.8
========= =========
Other net current assets 12,583 15.2
--------------- ---------------
Net assets 82,681 100.0
========= =========
Valuation of private loans conducted by external valuation agent.
Number of loans: 17
Equity position: 1
Average yield: 12.5%
Full portfolio (as at 31 December 2024)
Loan Borrow Deal type Sector Business Nominal (£) Market Valuer Payment
ref# name Description value (£)
88 Private Loan - SPV Bilateral Loan Healthcare Care home 12,971,544 13,035,869 V Agent Cash
76 Gym Franchise Bilateral Loan Healthcare Health and Well-being 9,157,131 9,195,958 V Agent PIK/Cash
39 Beinbauer Syndicated Loan Manufacturing Auto Parts Manufacturer 12,036,917 8,393,902 V Agent Cash
66 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 8,504,440 7,270,036 V Agent Cash
15 Voyage Care Bond Healthcare Specialist Care 5,000,000 4,771,563 External Cash
67 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 5,540,560 4,736,358 V Agent Cash
12 Private Loan - SPV Bilateral Loan Accommodation Student accommodation 4,430,000 4,458,315 V Agent Cash
73 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 4,000,000 3,913,122 V Agent Cash
58 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 3,373,322 3,029,277 V Agent PIK
62 Trent Capital Bilateral Loan Energy Efficiency Energy Efficiency 3,471,848 3,412,172 V Agent N/A
99 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 2,881,472 2,915,240 V Agent PIK
96 Private Loan - SPV Bilateral Loan Energy Efficiency Energy Efficiency 2,583,636 2,629,517 V Agent Cash
68 Equity Equity Accommodation Student accommodation 5,100,000 1,718,557 V Agent Cash
94a Gym Franchise Bilateral Loan Healthcare Health and Well-being 212,689 213,657 V Agent Cash
76.1 Gym Franchise Bilateral Loan Healthcare Health and Well-being 762,231 73,205 V Agent PIK
52 Private Loan - SPV Bilateral Loan Clean Energy Renewable heat incentive 32,542 32,321 V Agent PIK
74 Private Loan - SPV Bilateral Loan Accommodation Student accommodation 930,000 - V Agent Cash
N/A Trent Capital Preference shares Energy Efficiency Energy Efficiency 1,285,917 _ V Agent N/A
89 Private Loan-SPV Bilateral Loan Accommodation Student accommodation 1,000,000 _ V Agent N/A
63 Trent Capital (Fusion) RF Bilateral Loan Energy Efficiency Energy Efficiency 597,828 - V Agent Cash
Forward currency contracts 298,810 298,810 N/A Cash
--------------- ---------------
Total 84,170,890 70,097,878
========= =========
Market
Market environment
A mixed environment for the portfolio to be operating in with government bond
yields rising and credit spreads tightening. Interest rate products were
volatile with overall weakness in prices and an increase in yields with
generic 5 year government bond yields opening the year at circa 3.5% and
closing the year at approximately 4.35%. This move was not linear with yields
as despite being higher over the first half they touched 3.6% during the
summer before widening to close the year at 4.35%. Overall, we expect pressure
to remain on yields given the high borrowing requirements of the government
combined with a resurgence in inflation, specially from energy and the recent
rise in employers National Insurance and minimum wage will feed back into
higher prices for consumers.
Credit spreads were robust with the ITRXX Crossover index opening the year at
circa 340 and closing at circa 310. Tighter financial conditions have not yet
fed through to corporates with government statistics showing that corporate
insolvencies were 5% lower in number than over 2023.
Markit iTraxx Europe Crossover index
The Markit iTraxx Europe Crossover index comprises 75 equally weighted credit
default swaps on the most liquid sub-investment grade European corporate
entities. This is the most liquid reference point for high yield credit in
Europe.
Company objectives
The Company aims to conduct an orderly realisation of the assets of the
Company, to be effected in a manner that seeks to achieve a balance between
returning cash to Shareholders promptly and maximising value.
The managed wind-down process is monitored closely by the Board of Directors
(the "Board"). The Investment Manager keeps the Board updated on latest
developments as the managed wind-down process progresses which is also
discussed at each of the Company's quarterly Board meetings.
Chair's statement
Introduction
On behalf of the Board of Directors ("the Board"), I am pleased to present RM
Infrastructure Income plc's ("RMII" or "the Company") Annual Report &
Accounts for the year ended 31 December 2024.
This year marks the eighth year since the Company's Initial Public Offering
("IPO") on the London Stock Exchange in December 2016. Since late 2023, the
Company has been in managed wind-down and these results reflect the first full
year of realisation of the portfolio and the first return of capital to
Shareholders.
Realisation progress
I am pleased to say good progress has been made over the year on realising the
financial assets within the Company as the number of loans has decreased from
31 to 17 with invested capital reducing from £101m to circa £80m over the
period.
Given the legal and operational costs for each capital return it was decided
by the Board to initially put forward fewer but larger tenders for shares, and
I am delighted to say that on 25 September 2024, the Company announced the
result of a successful Tender Offer for 19,738,338 ordinary shares at 88.59
pence being the NAV on 30 August 2024. This represented 16.6% of the Company's
issued share capital and the shares in issue reduced to 97,848,021. The tender
price represented a 21.86% premium to the share price of 3 September 2024,
being the date on which the Tender Offer was announced.
From the initial IPO of RMII in December 2016 until the Tender Offer, this
capital generated a total IRR of 46.17% (equivalent to a 5% annualised IRR).
Therefore, the Company outperformed the S&P Leveraged Loan Index by 7.12%,
which delivered a total return of 39.05% (4.33% annualised) over the same
period.
The year ended with the Company holding £8.5m of cash and awaiting the next
material repayment at which point the Board will instruct the second Tender
Offer.
Income generation and NAV performance
In the eight years since listing, the Company has returned 49.225 pence per
Ordinary Share to Shareholders in dividends.
On 27 February 2025, the Company declared a fourth interim dividend for the
year of 0.625 pence per Ordinary Share which was paid on 4 April 2025, thus
total dividends of 5.5 pence per Ordinary Share were paid for the year ended
31 December 2024. As expected during the Company's Wind Down process, the
associated fixed costs of running the company combined with a smaller loan
book and elevated cash balances until tender offers are actioned have led to a
lower dividend for the period vs. prior years.
At 31 December 2024 the audited NAV per share was 84.73 pence per Ordinary
Share (31 December 2023: 88.88 pence). The NAV percentage per Ordinary Share
Total Return for the year was 2.62% (2023: 3.16%). Since inception the NAV
percentage Total Return is 45.26%.
Returns to Shareholders
The average share price discount to net asset values per share was slightly
lower over the year moving from 17.82% to 13.25%. The closing mid-market share
price on 31 December 2024 was 73.50 pence per Ordinary Share compared with
74.25 pence as at 31 December 2023. The 0.75 pence per Ordinary Share
decrease, combined with dividends, means the total percentage share price
return for the year was +7.93% (2023: -4.63%) and if the Tender Offer was
taken up in full as described above this return per Ordinary Share rises to
11.68%.
Portfolio overview
The portfolio is now materially smaller in terms of line items and in overall
invested capital size. However, the average loan size has materially increased
from £3.2m to £4.3m which means the portfolio has seen a rise in
idiosyncratic risk as borrower concentration has risen. We expect the rise in
idiosyncratic risk to continue as the portfolio becomes smaller and more
concentrated during the managed wind-down process.
The successful recoveries versus the Clyde Street hotel asset during the
period was welcomed as was the repayment, post period end, of loan references
66 & 67 secured over a portfolio of hotels. These loans were identified
last year in our annual report as key factors to a successful execution of the
Company asset realisation given the outcomes were relatively binary.
Looking forward into 2025 and 2026 the key risks to the further successful
execution to the realisation strategy remain, specifically with regard to the
German auto parts manufacturer given the wider industry challenges and to the
gym franchise sale as the business has had a challenging 2024. The Investment
Manger's report sets out further detail on these loans, and the remaining
portfolio.
In January 2025, the Board made the decision to seek greater visibility on two
of the assets in the portfolio by requesting Board seats on Empowered Brands
and Trianco. The aim is to use the breadth and depth of experience of your
directors to help both companies. This is possible due to the substantial
equity positions negotiated by your Investment Manager as part of the
restructuring of said investments, both occurring in 2020. In the case of the
gym franchise the Company has a 43% equity position and a 61% equity position
in Trianco. Given these substantial positions it seems only right that your
interests as shareholders in both businesses should be represented by your
Directors. We look forward to working with both Boards to help them achieve
their goals over the coming months.
As the realisation of the Company's assets continues, the Board is spending
more and more time getting to better understand the issues the underlying
companies are facing in order to ensure shareholders' interests are protected
during the Company's wind-down process. In 2024 the Directors made several
visits to borrowers and conducted numerous video calls with the managers of
the companies that RMII has made loans to. It became clear that substantially
greater time will be required by the Board in the wind-down phase in managing
the tail-end of the portfolio. The Board therefore has put in place an
additional compensation package to account for the additional work. A sum of
0.5% will be deducted from cash distributed to Shareholders in future Tender
Offers and held by the Company until liquidators are appointed and the Board
hands over control of the final liquidation process. At that time the monies
will be distributed to Directors as decided by Guy Heald, Non-Executive
Director of the Company, based on the time spent by each director in managing
the wind-down process. As Chair, I consulted with several major Shareholders
before this structure was put in place, all of whom were supportive of the
incentivisation structure. I would like to thank Shareholders for their
support and understanding as we work through the liquidation of the portfolio.
Outlook
The Investment Manager has been targeting a significant return of capital to
shareholders during 2024 and 2025 and is still aiming to return the majority
of the shareholder capital by year end 2025.
I look forward to continued engagement with Shareholders. Please do not
hesitate to contact me through our brokers Singer Capital Markets if any
additional information is required.
NORMAN CRIGHTON
Chair
28 April 2025
Investment Manager's report
NAV & income performance
Over the period, the portfolio generated a positive NAV Total Return of 2.62%.
Overall, the NAV per Ordinary Share decreased from 88.88 pence at 31 December
2023 to 84.73 pence per Ordinary Share at 31 December 2024.
As expected during the Company's wind-down process, the associated fixed costs
of running the Company combined with a smaller loan book and elevated cash
balances until tender offers are actioned have led to a lower dividend for the
period versus prior years. Net income Per Ordinary Share of 4.84 pence was
received and a total dividend for the year of 5.5 pence per Ordinary Share was
paid.
The Company conducted its first Tender Offer as part of the realisation
process tendering for 19,738,138 or 16.6% of the share capital at NAV (as at
31 August 2024). Therefore, the tender price was 88.59 pence per Ordinary
share, a 21.86% premium on the day the Tender Offer was announced, being 3
September 2024.
Share Price Total Return for the year was 7.93% and when the pro-rata amount
of the Tender offer is included this total return increases to 11.68%.
For the year ended 31 December 2024
Net interest income +7.83p
Change in portfolio valuations -1.07p
Payment of 2024 Dividends -5.50p
Net NAV Movement +1.26p
=========
Share price performance
Positive share price performance of 7.93%. Since IPO the total percentage
share return achieved is 28.41%.
Market environment
A mixed environment for the portfolio to be operating in with government bond
yields rising and credit spreads tightening. Interest rate products were
volatile with overall weakness in prices and an increase in yields with
generic 5 year government bond yields opening the year at circa 3.5% and
closing the year at approximately 4.35%. This move was not linear with yields
touching 3.6% during the summer. Overall we expect pressure to remain on
yields given the high borrowing requirements of the government combined with a
resurgence in inflation, specially from energy and the recent rise in
employers National Insurance and minimum wage will feed back into higher
prices for consumers.
Credit spreads were robust with the ITRXX Crossover index opening the year at
circa 340 and closing at circa 310. Tighter financial conditions have not yet
fed through to corporates with government statistics showing that corporate
insolvencies were 5% lower in number than over 2023.
Financial performance
Total income generation for the year was £7.6m (2023: £10.9m) and this was
split between cash interest of £6.2m (2023: £10.6m) and £1.4m (2023:
£0.3m) of Payment In Kind ("PIK").
Total operating costs were £2.2m (2023: £2.5m).
For the year ended 31 December 2024
Income 7,641,800
Total expenses (2,195,193)
Finance costs -
---------------
Total 5,446,607
=========
Dividends (6,017,948)
---------------
Loss after interest costs & before tax (571,341)
=========
There were four dividends declared in respect of the year ended 31 December
2024 totalling 5.5 pence per Ordinary Share.
Period Payment date Dividend proceeds
Q1 2024 28 June 2024 £1,910,778
Q2 2024 16 September 2024 £1,910,778
Q3 2024 29 November 2024 £1,586,567
Q4 2024 4 April 2025 £609,825
=========
Portfolio performance
During the year, the number of loans within the portfolio fell significantly
from 31 to 17, with invested capital reducing from circa £101m to circa
£80m. This reduction demonstrates a successful execution of the portfolio's
realisation being conducted and it is particularly pleasing to see the
longer-dated investment loans of the book repaid which will likely shorten the
tail end of the book maturity by 1 year from 2027 to 2026.
There were 4 drawdowns against existing facilities which totalled circa
£1.7m. These drawdowns were to support the stabilisation of Empowered Brands
and to drive growth at Trianco, respectively. Trianco has seen an exponential
increase in its sales volume and given the business is exposed to relatively
long supply chain lead times, this has resulted in a requirement in working
capital to fund this growth phase.
There were 14 borrowers that made repayments or whom RMII recovered claims
against over the period which totalled approximately £23.7m, the significant
amounts being:
· Euroports, Ref #71: € 2m
· Childcare & Education Ref #95a: £2.34m
· Childcare & Education Ref #95b: £0.46m
· Asset Backed Lending, Ref #60: £4.69m
· Commercial Property, Ref #87: £0.78m
· Wealth Management, Ref #81: £0.5m
· Healthcare, Ref #97a: £1.48m
· Healthcare, Ref #97b: £0.7m
· Construction, Ref #79: £3.6m
· Hotel & Leisure, Ref #58: £4.0m
· Hotel & Leisure, Ref #92: £1.96m
Post period end, there was a material repayment in early February of the 4th
and 5th largest exposures within the portfolio secured against 5 hotels across
two loan facilities (loan references 66 and 67). These loans were originated
in 2019 and had been extended whilst the Investment Managers worked with the
borrower to seek a satisfactory refinancing solution. It was determined that
this would lead to a swifter recovery of capital and an enhanced recovery for
the lenders through a consensual refinancing rather than an enforcement
process. Through this refinancing process, £11.5m was repaid versus a year
end mark of circa £12m. In addition, a further charge was secured over loan
reference 99, another operational hotel with an existing first charge in place
with RMII. In essence, this led to a 96% cash repayment of the loan versus the
year end mark with a material part of the outstanding loan balance novated and
now secured against the operational property of loan reference 99. This
remaining part of the recovery process is expected to occur during 2025. The
Investment Manager believes this is a successful outcome as we seek to balance
returning capital to shareholders in a timely manner versus where the loans
are marked and the opportunity cost of capital.
At year end the portfolio had approximately £8.5m of cash which increased
significantly in early February to approximately £20m with the partial
repayment of investment loans ref 66 & 67. This should lay the foundations
for another material Tender Offer to be put to for Shareholders as the second
planned capital repayment of the realisation process.
Importantly, the repaid loans with references 58, 79, 92, 66 & 67 were on
the enhanced monitoring list at year end 2023 so it is pleasing to see this
capital returned.
At year end, there were two names on the enhanced monitoring list. Both of
these loans are material in size as they are the second and third largest
exposures within this portfolio:
Loan Ref 39. Beinbauer. This business is an auto parts manufacturer in
Germany. Whilst well run with a strong sponsor, there are large headwinds
within the sector. The loan is a HoldCo loan so is structurally subordinated,
it has a correspondingly high yield but has been marked lower to reflect the
challenging environment. The loan was extended during 2024 with repayment
scheduled for H1-2026. RM Funds is working with the borrower and sponsor to
achieve a timely successful repayment.
Loan Ref 76. Empowered Brands. This is the gym franchise which went through a
restructuring exercise during the Covid period. Trading has been disappointing
for a number of periods. This loan is senior secured which allows for greater
control of the work out. It was scheduled for repayment in 2025, however this
is likely to be extended into 2026. In early 2025, a change was made to
replace the Managing Director in an effort to get the business and growth back
on track. In March 2025, a director of RMII was appointed to the board of
Empowered Brands. It is the intention that board meetings of Empowered Brands
will be attended in rotation by RMII's Directors in order that Empowered
Brands can benefit from the full experience of your Board and the best
possible understanding of the business can be achieved to maximise its
potential going forward.
Outlook for 2025
Overall, it has been pleasing to see a material reduction in the volume of
loans within the portfolio and a reduction in the invested capital of
approximately £22m over 2024. The Investment Manager is focused on continuing
the realisation of the portfolio and returning capital to investors.
Further material progress is expected to be made during 2025 and after loan
references 66 & 67 the next scheduled repayment is the largest loan in the
portfolio reference 88 which is targeting a Q2-2025 repayment. As we look at
the loans, those being targeting for repayment in 2025 are shown below which
would be approximately a further £29.5m of capital to be returned to
Shareholders:
· Loan reference 88: £13m
· Loan reference 12: £4.46m
· Loan reference 58: £3.57m
· Loan reference 99: £2.915m
· Loan reference 15: £4.77m
· Loan reference 66: £0.75m
The remainder of the loans are being targeted for repayment during 2026 with
the process to have concluded by year end 2027 with the longest-dated
investment loans having been repaid earlier during 2024.
For both portfolio companies, a sale process is targeted to be run in 2026.
The loans corresponding to each are shown below:
· Trianco - Loan reference 62,74 & 96.
· Empowered Brands - Loan reference 76 & 76.1
As described above, there is work to be done with regards to Empowered
Brands's business performance. With regards to Trianco this is more pleasing
with accelerating sales figures seeing growth to EBITDA and the business
outlook. As a reminder this Company distributes air source heat pumps and has
seen demand surge as the focus has been on home energy decarbonisation, the
greening of the grid and how electricity can heat homes.
Naturally as the portfolio reduces in size the portfolio will become more
concentrated and idiosyncratic risk will rise correspondingly. This can lead
to greater volatility within the share price.
Finally, as in 2024 but even more so in 2025 the smaller loan portfolio
combined with elevated cash balances will lead to a material reduction in
distributable income given the fixed costs associated with running the
Company. Furthermore, as the loan portfolio reduces the remaining loans are
typically the more stressed part of the book and thus the proportion of the
portfolio paying PIK is forecasted to significantly increase. These PIK
payments will also be written down so that the Company does not accrue large
balances that might not be realisable. Taken together this means that the
income available for distribution to shareholders in 2025 will materially
reduce.
RM Capital Markets Limited
28 April 2025
Investment policy, results and other information
Investment Objective and Investment Policy
Investment Objective
The Company aims to conduct an orderly realisation of the assets of the
Company, to be effected in a manner that seeks to achieve a balance between
returning cash to Shareholders promptly and maximising value.
Investment Policy
The assets of the Company will be realised in an orderly manner, returning
cash to Shareholders at such times and in such manner as the Board may, in its
absolute discretion, determine. The Board will endeavour to realise all of the
Company's investments in a manner that achieves a balance between maximising
the net value received from those investments and making timely returns to
Shareholders.
The Company may not make any new investments save for:
a) further secured debt instruments of UK SMEs and mid-market
corporates and/or individuals including any loan, promissory note, lease,
bond, or preference share ("Loans"), such debt instruments being to an
existing borrower which is expected to preserve the value of an existing Loan;
or
b) extending the maturity or repayment date or any interest payment
date if that is in the best interests of the Company.
The Company will continue to comply with all the investment restrictions
imposed by the UK Listing Rules in order to maintain the Company's admission
to the Official List under the UK Listing Rules.
In the event of a breach of the investment guidelines and restrictions, the
Investment Manager shall inform the Board upon becoming aware of the same and
if the Board considers the breach to be material, notification will be made to
a Regulatory Information Service and the Investment Manager will look to
resolve the breach with the agreement of the Board.
The Company intends to conduct its affairs in order to qualify as an
investment trust for the purposes of section 1158 of the CTA 2010, and its
investment activities will therefore be subject to the restrictions set out
above.
Borrowing and gearing
The Company may utilise borrowings for short-term liquidity purposes. The
Company may also, from time to time, use borrowing for investment purposes on
a short-term basis where it expects to repay those borrowings from realisation
of investments. Gearing represented by borrowings will not exceed 20 per cent.
of Net Asset Value calculated at the time of drawdown.
Hedging and derivatives
The Company may invest in derivatives for efficient portfolio management
purposes. In particular the Company can engage in interest rate hedging.
In accordance with the requirements of the FCA, any material change to the
Company's investment policy will require the approval of Shareholders by way
of an ordinary resolution at a general meeting.
Dividend Policy
Since the commencement of the managed wind-down process, the Company expects
not to be able to keep paying dividends at the rate of 6.5 pence per share per
annum as was previously the case. The Company will instead pay dividends only
as required to maintain its investment trust status. As the Company's
portfolio reduces in size its fixed costs will become a greater proportion of
its expenditure.
The Company intends to maintain its investment trust status and listing during
this managed realisation process prior to the Company's eventual liquidation.
Maintaining the listing would allow Shareholders to continue to trade Shares
during the managed wind-down of the Company.
Results and dividend
The Company's revenue return after tax for the year ended 31 December 2024
amounted to £5,447,000 (2023: £7,407,000). The Company made a capital loss
after tax of £2,148,000 (2023: capital loss after tax of £4,008,000).
Therefore, the total return after tax for the Company was £3,299,000 (2023:
£3,399,000).
The first interim dividend of 1.625p per Ordinary Share was declared on 30 May
2024 in respect of the period from 1 January to 31 March 2024. The second
interim dividend of 1.625p per Ordinary Share for the quarter ended 30 June
2024 was declared on 13 August 2024 and the third interim dividend of 1.625p
per Ordinary Share for the quarter ended 30 September 2024 was declared on 31
October 2024. On 27 February 2025, the Board declared a fourth interim
dividend of 0.625p pence per Ordinary Share for the quarter ended 31 December
2024.
Key performance indicators ("KPIs")
During the year under review, the Board measured the Company's success in
attaining its investment objective that was in place for the year by reference
to the following KPIs:
1. Dividends
A fourth interim dividend for the quarter ended 31 December 2024 of 0.625p per
share was paid to Shareholders on 4 April 2025 bringing total payments for the
year to 5.5p per share.
2. Total return
The Company's total return is monitored by the Board. The Ordinary Shares
generated a NAV total return of +2.62% (2023: +3.16%) in the year ended 31
December 2024.
3. Discount/premium to NAV
The discount/premium relative to the NAV per share represented by the share
price is closely monitored by the Board. The Ordinary Share price closed at a
13.25% discount (2023: 16.46% discount) to the NAV as at 31 December 2024. The
Company bought back 269,595 shares pursuant to the Investment Management
Agreement whereby the shares will be held in treasury until the earlier of (1)
notice of the liquidation of the Company, and (2) termination of the Company's
relationship with the Investment Manager, and, together with cash amounts held
in escrow will vest to the Investment Manager, subject to the amount of
aggregated net proceeds distributed to Shareholders in connection with the
Company's managed wind-down.
As a part of this managed wind-down and revised Investment Management
Agreement, the Board deemed that a Tender Offer would be the best method of
returning capital to the shareholders. On 25 September 2024, the Tender Offer
was approved by the shareholders, wherein the Company purchased a total of
19,738,338 ordinary shares at a tender price of 88.59 pence per share
(equivalent to the Company's NAV as of 30 August 2024).
4. Control of the level of ongoing charges
The Board monitors the Company's operating costs. Based on the Company's
average net assets for the year ended 31 December 2024, the Company's ongoing
charges figure calculated in accordance with the AIC methodology was 1.79%
(2023: 1.84%).
Since the Company's investment objective changed on 20 December 2023, the
Board measured the Company's success of the managed wind-down process through
its regular engagement with the Investment Manager and at its quarterly Board
meetings.
Risks and risk management
Principal and emerging risks and uncertainties
The Board is responsible for the management of risks faced by the Company and
delegates this role to the Audit and Management Engagement Committee (the
"Committee"). The Committee periodically carries out a robust assessment of
principal and emerging risks and uncertainties and monitors the risks on an
ongoing basis. The Committee considers both the impact and the probability of
each risk occurring and ensures appropriate controls are in place to reduce
risk to an acceptable level. The experience and knowledge of the Board is
invaluable to these discussions, as is advice received from the Board's
service providers, specifically the AIFM who is responsible for the risk and
portfolio management services and outsources the portfolio management to the
Investment Manager. The Committee has a dynamic risk matrix in place to help
identify key risks in the business and oversee the effectiveness of internal
controls and processes.
During the year under review, the Committee continued to monitor geopolitical
risks as well as risks associated with an orderly managed wind-down. The
Committee continues to review the processes in place to mitigate risk and
ensure that these are appropriate and proportionate in the current market
environment.
The principal and emerging risks, together with a summary of the processes and
internal controls used to manage and mitigate risks where possible are
outlined in the following paragraphs.
(i) Market risks
Inability of the Company's Investment Manager to realise the Company's assets
in accordance with the Company's managed wind-down
The Investment Manager may struggle to meet its obligation to realise the
Company's assets in accordance with the Company's investment policy.
Market sectors
Loans are made to borrowers that operate in different market sectors each of
which will have risks that are specific to that particular market sector.
Idiosyncratic risks coupled with a downward turning market may increase
refinancing risk with actions leading to a loss in value and recoverability in
junior and mezzanine positions.
Valuation
The Company's approach regarding the valuation of its investments remains
unchanged albeit the methodology to reach said valuation has become more
substantive. Fair value write downs continue to be driven by market risk and
idiosyncratic risk, with idiosyncratic risk relating to loan specific
information which is reflected within specific loan pricing.
Management of risks
The Company has appointed an experienced Investment Manager who directly
sourced loans and advise on the management thereof. The Company has a
portfolio of a wide range of loan types and sectors and therefore benefits
from diversification.
Investment restrictions are primarily applicable as at the time of investment.
Now that the Company is in managed wind-down these are relatively flexible,
giving the Investment Manager the ability to take advantage of exit
opportunities as they arise.
The Investment Manager, AIFM, Brokers and the Board review market conditions
on an ongoing basis.
(ii) Risks associated with meeting the Company's investment objective or
target dividend yield
The Company's investment objective is to conduct an orderly realisation of the
assets of the Company, to be effected in a manner that seeks to achieve a
balance between returning cash to Shareholders promptly and maximising value.
The declaration, payment and amount of any future dividends by the Company
will be subject to the discretion of the Directors and will depend upon,
amongst other things, the Company successfully pursuing the investment policy
and the Company's earnings, financial position, cash requirements, level and
rate of borrowings and availability of profit, as well as the provisions of
relevant laws or generally accepted accounting principles from time to time.
Management of risks
The Investment Manager has a clearly defined investment policy and process
which is regularly and rigorously reviewed by the independent Board of
Directors and performance is reviewed at quarterly Board meetings. The
Investment Manager is experienced and has employed its expertise in making
investments in a diversified portfolio of loans.
(iii) Financial risks
The Company's investment activities expose it to a variety of financial risks
which include liquidity, currency, leverage, interest rate and credit risks.
Further details on financial risks and the management of those risks can be
found in notes to the financial statements.
(iv) Corporate governance and internal control risks
The Company has no employees and the Directors have all been appointed on a
non-executive basis. The Company must therefore rely upon the performance of
third-party service providers to perform its executive functions. In
particular, the AIFM, the Investment Manager, the Administrator, the Company
Secretary and the Registrar, will perform services that are integral to the
Company's operations and financial performance.
Poor performance of the above service providers could lead to various
consequences including the loss of the Company's assets, inadequate returns to
Shareholders and loss of investment trust status. Cyber security risks could
lead to breaches of confidentiality, loss of data records and inability to
make investment decisions.
Management of risks
Each of the above contracts was entered into after full and proper
consideration of the quality and cost of services offered, including the
financial control systems in operation in so far as they relate to the affairs
of the Company. All of the above services are subject to ongoing oversight of
the Board and the performance of the principal service providers is reviewed
on a regular basis. The Company's key service providers report periodically to
the Board on their procedures to mitigate the risks associated with their
output to the Company.
(v) Regulatory risks
The Company and its operations are subject to laws and regulations enacted by
national and local governments and government policy. Compliance with, and
monitoring of, applicable laws and regulations may be difficult,
time-consuming and costly. Any change in the laws, regulations and/or
government policy affecting the Company or any changes to current accountancy
regulations and practice in the UK may have a material adverse effect on the
ability of the Company to successfully pursue its investment policy and meet
its investment objective and/or on the value of the Company and the shares. In
such event, the performance of the Company, the NAV, the Company's earnings
and returns to Shareholders may be materially adversely affected.
Management of risks
The Company has contracted out relevant services to appropriately qualified
professionals. The Secretary and AIFM report on compliance matters to the
Board on a quarterly basis and the Board has access to the advice of its
Corporate Broker on a continuing basis. The assessment of regulatory risks
forms part of the Board's risk assessment program.
Emerging risks
The Board also has robust processes in place to identify and evaluate emerging
risks.
(vi) Business interruption
Failure in services provided by key service providers, meaning information is
not processed correctly or in a timely manner, resulting in regulatory
investigation or financial loss, failure of trade settlement, or potential
loss of investment trust status.
Failure to identify emerging risks may cause reactive actions rather than
being proactive and the Company could be forced to change its structure,
objective or strategy and, in worst case, could cause the Company to become
unviable or otherwise fail.
Management of risks
Each service provider has business continuity policies and procedures in place
to ensure that they are able to meet the Company's needs and all breaches of
any nature are reported to the Board.
The following is a description of the Company's service providers who assist
in identifying the Company's emerging risks to the Board.
1. Investment Manager: the Investment Manager provides a report to
the Board at least quarterly on industry trends, insight to future challenges
in the sector, including the regulatory, political and economic changes likely
to impact the Company. The Chair also has contact with the Investment Manager
on a regular basis to discuss any pertinent issues;
2. Alternative Investment Fund Manager: the AIFM maintains a
register of identified risks including emerging risks likely to impact the
Company, which is updated as required, following discussions with the
Investment Manager and other service providers. The risks are documented on a
risk register and classified in the following categories: Counterparty Risks;
Leverage and Borrowing Risks; Liquidity Risks; Market Risks; Operational
Risks; Corporate Governance Risks; Compliance Risks and Other Risks;
3. Broker: provides advice periodically, specific to the Company on
the Company's sector, competitors and the investment Company market whilst
working with the Board and Investment Manager to communicate with
Shareholders;
4. Company Secretary: briefs the Board on forthcoming legislation
and regulatory changes that might impact the Company. The Secretary also
liaises with the Company's Legal Adviser, Auditors including other regulatory
bodies to ensure that industry and regulatory updates are brought to the
Board's attention.
The Board regularly reviews the Company's risk matrix, focusing on risk
mitigation and ensuring that the appropriate controls are in place. Regular
review ensures that the Company operates in line with the risk matrix,
prospectus and investment strategy. Emerging risks are actively discussed
throughout the year to ensure that risks are identified and managed so far as
practicable. The experience and knowledge of the Board is invaluable to these
discussions, as is advice received from the Board's service providers.
All key service providers produce annual internal control reports for review
by the Audit and Management Engagement Committee. These reviews include
consideration of their business continuity plans and the associated cyber
security risks. Service providers report on cyber risk mitigation and
management at least annually, which includes confirmation of business
continuity capability in the event of a cyberattack. Penetration testing is
carried out by the Investment Manager and key service providers at least
annually. Details of the Directors' assessment of the going concern status of
the Company can be found in the annual report. The Investment Manager complies
with all sanctioning regimes and presently views Russia as uninvestable.
(vii) ESG and Climate Change
The impact of climate change has come increasingly into focus and is
considered an emerging risk by both the Board and its Investment Manager.
While the Company itself faces limited direct risk from the impact of climate
change, the Company's underlying holdings selected by the Investment Manager
are impacted. While efforts to mitigate climate change continue, the physical
impacts are already emerging in the form of changing weather patterns. Extreme
weather events can result in flooding, drought, fires, storm damage,
potentially impairing the operations of a portfolio Company at a certain
location or impacting locations of companies within their supply chain.
Significant changes in climate, or the Government measures to combat it, could
present a material risk to the Company. There is also potential reputational
damage from non-compliance with regulations or incorrect disclosures.
Management of risks
The Company incorporates ESG considerations into its investment process and
more details can be found in the Annual Report. The Investment Manager also
uses its position to engage with and influence companies towards taking
positive steps to contribute to ESG and against climate change. The Company's
ESG Policy, which is updated annually is also published on the Company's
website. The Board has considered the impact of climate change on the
financial statements as documented in the notes to the financial statements.
RM Funds is a signatory to the Principles of Responsible Investment Initiative
("PRI") and reports annually according to the PRI reporting framework.
Directors' responsibility statement
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable United Kingdom law and
regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
Company financial statements in accordance with UK-adopted international
accounting standards.
Under Company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that
period.
In preparing these financial statements the Directors are required to:
· select suitable accounting policies in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors and then apply
them consistently;
· make judgements and accounting estimates that are reasonable
and prudent;
· present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and understandable
information;
· provide additional disclosures when compliance with the
specific requirements of UK-adopted international accounting standards is
insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the financial position and
financial performance;
· in respect of the financial statements, state whether
UK-adopted international accounting standards, have been followed, subject to
any material departures disclosed and explained in the financial statements;
and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business;
For the reasons stated in the Directors' Strategic Report and note 2, the
financial statements have not been prepared on a going concern basis.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies'
Act 2006.
The directors are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a strategic report, Directors' report, Directors' remuneration
report and corporate governance statement that comply with that law and those
regulations. The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the Company's website.
Directors' confirmations
Each of the directors, whose names and functions listed in the Corporate
Governance statement confirm that, to the best of their knowledge:
(a) the financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit of the Company; and
(b) this Annual Report, including the strategic report, includes a
fair review of the development and performance of the business and position of
the Company, together with a description of the principal risks and
uncertainties that it faces.
The Directors consider that the financial statements are fair, balanced and
understandable and provide the information necessary for Shareholders to
assess the Company's performance, business model and strategy.
For and on behalf of the board
NORMAN CRIGHTON
Chair
28 April 2025
Financial statements
Statement of comprehensive income
For the year ended 31 December 2024
Year ended 31 December 2024 Year ended 31 December 2023
Notes Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000
£'000
£'000
£'000
Losses on investments 3 - (2,972) (2,972) - (2,441) (2,441)
Income 4 7,642 824 8,466 10,876 - 10,876
Investment management and Incentive fees 5 (1,057) - (1,057) (944) - (944)
Other expenses 6 (1,138) - (1,138) (1,521) (1,567) (3,088)
--------------- --------------- --------------- --------------- --------------- ---------------
Return before finance costs and taxation 5,447 (2,148) 3,299 8,411 (4,008) 4,403
Finance costs 7 - - - (1,004) - (1,004)
--------------- --------------- --------------- --------------- --------------- ---------------
Return on ordinary activities before taxation 5,447 (2,148) 3,299 7,407 (4,008) 3,399
Taxation 8 - - - - - -
--------------- --------------- --------------- --------------- --------------- ---------------
Return on ordinary activities after taxation 5,447 (2,148) 3,299 7,407 (4,008) 3,399
========= ========= ========= ========= ========= =========
Return per ordinary share (pence) 14 4.84p (1.91p) 2.93p 6.30p (3.41p) 2.89p
========= ========= ========= ========= ========= =========
The total column of this Statement represents the profit and loss account of
the Company. The supplementary revenue and capital columns are prepared under
guidance issued by the Association of Investment Companies (AIC).
A Statement of Comprehensive Income is not required as the Company does not
have any other comprehensive income and the net return on ordinary activities
after taxation is both the profit and total comprehensive income for the year.
The notes form an integral part of these financial statements.
Statement of financial position
Notes As at As at
31 December 2024 31 December 2023
£'000 £.000
Fixed assets
Investments at fair value through profit or loss 3 70,098 93,932
--------------- ---------------
Current assets
Cash and cash equivalents 8,572 7,791
Receivables 9 5,500 7,969
--------------- ---------------
14, 072 15,760
========= =========
Payables: amounts falling due within one year
Payables 10 (1,489) (5,176)
---------------
=========
Net current assets 12,583 10,584
========= =========
Total assets less current liabilities 82,681 104,516
--------------- ---------------
Net assets 82,681 104,516
========= =========
Capital and reserves: equity
Share capital 12 978 1,175
Capital redemption reserve 197 -
Share premium 13 - 70,168
Special reserve 96,950 44,597
Capital reserve (16,377) (14,229)
Revenue reserve 933 2,805
--------------- ---------------
Total shareholders' funds 82,681 104,516
========= =========
NAV per share - Ordinary Shares (pence) 15 84.73p 88.88p
========= =========
The financial statements of the Company were approved and authorised for issue
by the Board of Directors on 28 April 2025 and signed on their behalf by:
NORMAN CRIGHTON
Chair
RM Infrastructure Income plc incorporated in England and Wales with registered
number 10449530.
The notes form an integral part of these financial statements.
Statement of changes in equity
FOR THE YEAR ENDED 31 DECEMBER 2024
Notes Share Share Capital Special Capital Revenue Total
capital premium redemption reserve reserve reserves £'000
£'000 account reserve £'000 £'000 £'000
£'000 £'000
Balance as at beginning of the year 1,175 70,168 - 44,597 (14,229) 2,805 104,516
Return on ordinary activities after taxation - - - - (2,148) 5,447 3,299
Buy back of shares 5 - - - (197) - - (197)
Return of capital 12 (197) - 197 (17,486) - - (17,486)
Buy back of shares and return of capital costs - - - (132) - - (132)
Share premium cancellation 13 - (70,168) - 70,168 - - -
Dividends paid 16 - - - - - (7,319) (7,319)
--------------- --------------- --------------- --------------- --------------- --------------- ---------------
Balance as at 31 December 2024 978 - 197 96,950 (16,377) 933 82,681
========= ========= ========= ========= ========= ========= =========
For the year ended 31 December 2023
Notes Share Share Capital Special Capital Revenue Total
capital premium redemption reserve reserve reserves £'000
£'000 account reserve £'000 £'000 £'000
£'000 £'000
Balance as at beginning of the year 1,176 70,168 - 44,640 (10,221) 3,042 108,805
Return on ordinary activities after taxation - - - - (4,008) 7,407 3,399
Buy back of shares 12 (1) - - (42) - - (43)
Buy back of shares costs - - - (1) - - (1)
Dividends paid 16 - - - - - (7,644) (7,644)
--------------- --------------- --------------- --------------- --------------- --------------- ---------------
Balance as at 31 December 2023 1,175 70,168 - 44,597 (14,229) 2,805 104,516
========= ========= ========= ========= ========= ========= =========
Distributable reserves as at 31 December 2024 amounted to £97,883,000 (2023:
£47,402,000) which comprise the revenue reserve; capital reserve attributable
to realised profits; and the special reserve. The capital reserves
attributable to realised profit for the year ended 31 December 2023 and 2024
are in a net loss position.
Share capital represents the nominal value of shares that have been issued.
The share premium includes any premiums received on the issue of share
capital. Any transaction costs associated with the issuing of shares are
deducted from share premium.
The notes form an integral part of these financial statements.
Statement of cash flows
For the year ended 31 December 2024
Notes Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Operating activities 3,299 4,403
Return before finance costs and taxation*
Adjustments for movements not generating an operating cash flow:
Adjustment for losses on investments 1,047 2,247
PIK adjustments to the operating cash flow 1,505 (2,637)
Adjustments for working capital movements:
Decrease/(increase) in receivables 2,469 (2,548)
(Decrease)/increase in payables (3,687) 2,868
--------------- ---------------
Net cash flow from operating activities 1,623 4,333
========= =========
Investing activities
Private loan repayments/bonds sales proceeds 25,416 33,494
Private loans issued/bonds purchases (1,124) (7,066)
--------------- ---------------
Net cash flow from investing activities 24,292 26,428
========= =========
Financing activities
Finance costs paid - (1,004)
Return of capital (17,486) -
Buy back of shares 12 (197) (43)
Buy back of shares and return of capital costs (132) (1)
Loan facility drawdown - 6,621
Loan facility repayment - (23,892)
Dividends paid 16 (7,319) (7,644)
--------------- ---------------
Net cash flow used in financing activities (25,134) (25,963)
========= =========
Increase in cash 781 4,798
Balance at beginning of the year 7,791 2,993
--------------- ---------------
Balance as at the year end 8,572 7,791
========= =========
* Cash inflow from interest in investment holdings was £5,326,000
(2023: £8,743,000).
* Included in return on ordinary activities before finance costs and
taxation was finance costs of nil (2023: £1.0m).
The notes form an integral part of these financial statements.
Changes in financing liabilities
Movement in financial liabilities Year ended Year ended
31 December 2024 31 December 2023
Balance as at beginning of the year - 17,271
Facility drawdowns - 6,621
Facility interest payable - 1,004
Facility and interest repayments - (24,896)
--------------- ---------------
Balance as at year end - -
========= =========
The notes form an integral part of these financial statements.
Notes to the financial statements
1. General information
RM Infrastructure Income plc (the "Company") was incorporated in England and
Wales on 27 October 2016 with registered number 10449530, as a closed-ended
investment Company. The Company commenced its operations on 15 December 2016.
The Company intends to carry on business as an investment trust within the
meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010.
The Company aims to conduct an orderly realisation of the assets of the
Company, to be effected in a manner that seeks to achieve a balance between
returning cash to Shareholders promptly and maximising value. Please refer to
notes for details relating to the managed wind-down process.
The registered office is 4th Floor, 140 Aldersgate Street, London, United
Kingdom, EC1A 4HY.
2. Accounting policies
The principal accounting policies followed by the Company are set out below:
(a) Basis of accounting
The financial statements have been prepared in accordance with UK-adopted
international accounting standards ("IAS"). When presentational guidance set
out in the Statement of Recommended Practice ('SORP') for Investment Companies
issued by the Association of Investment Companies ('the AIC') in July 2022 is
consistent with the requirements of UK adopted International Accounting
Standards, the Directors have sought to prepare the financial statements on a
basis compliant with the recommendations of the SORP. The financial statements
have been prepared on a realisation basis, except for investments measured at
recoverable value (being fair value less cost to sell).
In preparing these financial statements the directors have considered the
impact of climate change as a risk as set out in the annual report and have
concluded that there was no further impact of climate change to be taken into
account. In line with IAS, investments are initially valued at fair value and
climate change risk is taken into consideration in the valuation of the
investments we hold.
The Board has determined by having regard to the currency of the Company's
share capital and the predominant currency in which the Company operates, that
sterling is the functional and presentational currency.
In accordance with the SORP, the Statement of Comprehensive Income has been
analysed between a revenue return (dealing with items of a revenue nature) and
a capital return (relating to items of a capital nature). Revenue returns
include, but are not limited to, investment-related income, operating
expenses, income related finance costs and taxation (insofar as they are not
allocated to capital). Net revenue returns are allocated via the revenue
return to the Revenue reserve.
Capital returns include, but are not limited to, profits and losses on the
disposal and the valuation of non-current investments, derivative instruments,
cash (including effect on foreign currency translation), operating costs and
finance costs (insofar as they are not allocated to revenue). Net capital
returns are allocated via the capital return to Capital reserves.
Dividends on Ordinary Shares may be paid out of Revenue reserve, Capital
reserve and Special reserve.
(b) Adoption of new IFRS standards
New standards, interpretations and amendments adopted from 1 January 2024
A number of new standards, amendments to standards and interpretations are
effective for the annual periods beginning after 1 January 2024. None of these
are expected to have a significant effect on the measurement of the amounts
recognised in the financial statements of the Company.
New standards and amendments issued but not yet effective
The relevant new and amended standards and interpretations that are issued,
but not yet effective, up to the date of issuance of the Company's financial
statements are disclosed below.
Amendments to IAS 1 - Lack of Exchangeability (effective for annual periods
beginning on or after 1 January 2025)
In August 2023, the IASB amended IAS 21 to help entities to determine whether
a currency is exchangeable into another currency, and which spot exchange rate
to use when it is not. The Company does not expect these amendments to have a
material impact on its operations or financial statements.
Amendments to the Classification and Measurement of Financial Instruments -
Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or
after 1 January 2026)
On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to
respond to recent questions arising in practice, and to include new
requirements not only for financial institutions but also for corporate
entities. These amendments:
· clarify the date of recognition and derecognition of some
financial assets and liabilities, with a new exception for some financial
liabilities settled through an electronic cash transfer system;
· clarify and add further guidance for assessing whether a
financial asset meets the solely payments of principal and interest (SPPI)
criterion;
· add new disclosures for certain instruments with contractual
terms that can change cash flows (such as some financial instruments with
features linked to the achievement of environment, social and governance
targets); and
· update the disclosures for equity instruments designated at
fair value through other comprehensive income (FVOCI).
The Company does not expect these amendments to have a material impact on its
operations or financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements (effective for
annual periods beginning on or after 1 January 2027)
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing
new requirements that will help to achieve comparability of the financial
performance of similar entities and provide more relevant information and
transparency to users. Even though IFRS 18 will not impact the recognition or
measurement of items in the financial statements, its impacts on presentation
and disclosure are expected to be pervasive, in particular those related to
the statement of comprehensive income and providing management-defined
performance measures within the financial statements. Management is currently
assessing the detailed implications of applying the new standard on the
Company's financial statements. From the high-level preliminary assessment
performed, the following potential impacts have been identified:
· Although the adoption of IFRS 18 will have no impact on the
Company's net profit, the Company expects that grouping items of income and
expenses in the statement of comprehensive income into the new categories will
impact how operating profit is calculated and reported. From the high-level
impact assessment that the Company has performed, the following might
potentially impact operating profit:
· Foreign exchange differences currently aggregated in the line
item 'Losses on investments' in operating profit might need to be
disaggregated, with some foreign exchange gains or losses presented below
operating profit.
· The line items presented on the primary financial statements
might change as a result of the application of the concept of 'useful
structured summary' and the enhanced principles on aggregation and
disaggregation.
· The Company does not expect there to be a significant change
in the information that is currently disclosed in the notes because the
requirement to disclose material information remains unchanged; however, the
way in which the information is grouped might change as a result of the
aggregation/disaggregation principles. In addition, there will be significant
new disclosures required for:
· management-defined performance measures;
· a break-down of the nature of expenses for line items
presented by function in the operating category of the statement of
comprehensive income - this break-down is only required for certain nature
expenses; and
· for the first annual period of application of IFRS 18, a
reconciliation for each line item in the statement of comprehensive income
between the restated amounts presented by applying IFRS 18 and the amounts
previously presented applying IAS 1.
· From a cash flow statement perspective, there will be changes
to how interest received and interest paid are presented. Interest paid will
be presented as financing cash flows and interest received as investing cash
flows, which is a change from current presentation as part of operating cash
flows.
The Company will apply the new standard from its mandatory effective date of 1
January 2027. Retrospective application is required, and so the comparative
information for the financial year ending 31 December 2026 will be restated in
accordance with IFRS 18.
(c) Going concern
The Directors, as at the date of this report, are required to consider whether
they have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. Following the
General Meeting held on 20 December 2023 at which shareholders unanimously
voted in favour of a change in the Company's Objective and Investment Policy
in order to facilitate a managed wind-down, the process for an orderly
realisation of the Company's assets and a return of capital to shareholders
has begun. The Company is therefore preparing its financial statements on a
basis other than going concern due to the Company being in a managed
wind-down.
The Board will endeavour to realise all of the Company's investments in a
manner that achieves a balance between maximising the net value received from
those investments and making timely returns to Shareholders.
Whilst the Directors are satisfied that the Company has adequate resources to
continue in operation throughout the winding down period and to meet all
liabilities as they fall due, given the Company is now in a managed wind-down
the Directors considered it appropriate to adopt a basis other than a going
concern in preparing the financial statements. No material adjustments to
accounting policies or the valuation basis have arisen as a result of ceasing
to apply the going concern basis. All of the balance sheet items have been
recognised on a recoverable basis, which is not materially different from the
carrying amount. The Directors have also made appropriate provisions in order
to bring about the orderly wind-down of the Company and its operations.
(d) Assessment as an Investment Entity
The Company meets the definition of an investment entity on the basis of the
following criteria:
1. the Company obtains funds from multiple investors for the purpose
of providing those investors with investment management services;
2. the Company commits to its investors that its business purpose is
to invest funds solely for returns from capital appreciation, investment
income, or both; and
3. the Company measures and evaluates the performance of
substantially all of its investments on a fair value basis.
To determine that the Company meets the definition of an investment entity,
further consideration is given to the characteristics of an investment entity,
which are that:
· it should have more than one investment, to diversify the
risk portfolio and maximise returns;
· it should have multiple investors, who pool their funds to
maximise investment opportunities;
· it should have investors that are not related parties of the
entity; and
· it should have ownership interests in the form of equity or
similar interests.
The Directors are of the opinion that the Company meets the essential criteria
and typical characteristics of an Investment Entity.
(e) Investments
Investments consist of private loans and bonds, which are classified as fair
value through profit or loss as they are included in the Company's financial
assets that are managed and their performance evaluated on a fair value basis.
They are initially and subsequently measured at fair value and gains and
losses are attributed to the capital column of the Statement of Comprehensive
Income. Investments are recognised on the date that the Company becomes a
party to the contractual provisions of the instrument and are derecognised
when their term expires, or on the date they are sold, repaid or transferred.
Unquoted investments are valued at fair value by the Board which is
established with regard to the International Private Equity and Venture
Capital Valuation Guidelines (IPEV) by using, where appropriate, latest
dealing prices, valuations from reliable sources and other relevant factors.
Due to the Company's wind-down status, investments have been recognised at
recoverable value, which has been determined as fair value less cost to
realise. The difference between the investments' fair value and recoverable
value was not material.
(f) Foreign currency
Transactions denominated in foreign currencies are translated into sterling at
actual exchange rates as at the date of the transaction. Monetary assets and
liabilities and non-monetary assets held at fair value denominated in foreign
currencies are translated into sterling using London closing foreign exchange
rates at the year end. Any gain or loss arising from a change in exchange
rates is included as an exchange gain or loss to capital or revenue in the
Statement of Comprehensive Income as appropriate. Foreign exchange movements
on investments are included in the Statement of Comprehensive Income within
gains and losses on investments. The financial statements are presented in
pounds sterling, which is the Company's functional and presentation currency.
(g) Income
Fair value movements attributable to PIK interest and Cash Interest on the
investment portfolio are recorded under Income in the Statement of
Comprehensive Income.
All other income including deposit interest is accounted for on an accruals
basis and early settlement fees received are recognised upon the early
repayment of the loan.
Arrangement fees earned on private loan investments are recognised as an
income over the term of the private loans.
A simplified credit loss provision has been applied against uncertain interest
receivables.
(h) Cash and cash equivalents
Cash and cash equivalents include deposits held at call with banks and other
short-term deposits with original maturities of three months or less.
(i) Capital redemption and Capital reserves
Capital redemption reserves
The nominal value of ordinary share capital cancelled is transferred to the
Capital redemption reserve, on a trade date basis. The nominal value of shares
repurchased into treasury are transferred to the Capital redemption reserve
when the shares are cancelled.
Capital reserves
Realised and unrealised gains and losses on the Company's investments are
recognised in the capital column of the Statement of Comprehensive Income and
allocated to the capital reserve.
(j) Expenses
All expenses are accounted for on an accruals basis.
Management fees and finance costs
The Company is expecting to derive its returns predominantly from interest
income. Therefore, the Board has adopted a policy of allocating all management
fees and finance costs to the revenue column of the Statement of Comprehensive
Income.
Other expenses are recognised in the revenue column of the Statement of
Comprehensive Income, unless they are incurred in order to enhance or maintain
capital profits.
(k) Taxation
The charge for taxation is based upon the net revenue for the year. The tax
charge is allocated to the revenue and capital columns of the Statement of
Comprehensive Income according to the marginal basis whereby revenue expenses
are first matched against taxable income arising in the revenue account.
Deferred taxation will be recognised as an asset or a liability if
transactions have occurred at the initial reporting date that give rise to an
obligation to pay more taxation in the future, or a right to pay less taxation
in the future. An asset will not be recognised to the extent that the transfer
of economic benefit is uncertain.
(l) Financial liabilities
Bank loan facility and overdrafts are initially recorded as the proceeds
received net of direct issue costs and subsequently measured at amortised cost
using the effective interest rate. The associated costs of the bank loan
facility are amortised over the period of the bank loan facility. The
Directors have also made appropriate provisions in order to bring about the
orderly wind-down of the Company and its operations.
(m) Dividends
Interim dividends to the holders of shares are recorded in the Statement of
Changes in Equity on the date that they are paid. Final dividends are recorded
in the Statement of Changes in Equity when they are approved by Shareholders,
however the Company currently declares four interim dividends as opposed to
any final dividends.
(n) Judgements, estimates and assumptions
The preparation of financial statements requires the directors to make
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses. Although
these estimates are based on management's best knowledge of current facts,
circumstances and, to some extent, future events and actions, the Company's
actual results may ultimately differ from those estimates, possibly
significantly.
The Company recognises loan investments at fair value through profit or loss
and disclosed in notes to the financial statements. The significant
assumptions made at the point of valuation of loans are the discounted cash
flow analysis and/or benchmarked discount/interest rates, which are deemed
appropriate to reflect the risk of the underlying loan. These assumptions are
monitored to ensure their ongoing appropriateness. The sensitivity impact on
the measurement of fair value of loan investments due to price is discussed in
notes to the financial statements.
Where an Investment Company is approaching a wind-up and a provision for
liquidation expenses has been made, the Board needs to consider why those
expenses have been/are going to be incurred and whether the circumstances meet
the maintenance or enhancement test for allocating them to capital. It may
also be the case that certain of the costs should be treated as being related
to the disposal of the Investment Company's assets. Certain expenses, such as
brokerage fees and stamp duty, are incurred as part of the process of buying
and selling Investments and, for Investment Companies, it is considered that
such expenses are capital in nature.
The liquidation expenses provided for in the accounts are in relation to the
disposal of the Company's assets and the ultimate costs of returning the
shareholders capital. Thus, these have been included within the Capital
section of the Statement of Comprehensive Income.
3. Investments at fair value through profit or loss
(a) Summary of valuation Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Financial assets held:
Equity investments 1,719 2,966
Bond investments 4,772 3,654
Private loan investments 63,308 87,312
Forward currency contracts 299 -
--------------- ---------------
70,098 93,932
========= =========
(b) Movements Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Opening valuation 93,932 119,970
Opening losses on investments 9,553 7,306
Book cost at the beginning of the year 103,485 127,276
Private loans issued/bonds purchases, at cost 1,124 7,066
Forward currency contracts, at cost 299 -
Payment in kind interest (PIK) 1,505 2,637
Sales:
- Private loans repayments/bonds sales proceeds (23,688) (33,121)
- Losses on investment (2,027) (373)
Unrealised losses on investments held (10,600) (9,553)
--------------- ---------------
Closing valuation at year end 70,098 93,932
========= =========
Book cost at end of the year 80,698 103,485
Unrealised losses on investment holdings at the year end (10,600) (9,553)
--------------- ---------------
Closing valuation at year end 70,098 93,932
========= =========
The Company received £25.7 million (2023: £33.5 million) from investments
sold in the year. The book cost of these investments when they were purchased
was £23.7 million (2023: £33.1 million). These investments have been
revalued over time and until they were sold. Any unrealised gains/losses were
included in the fair value of the investments. The Company's investments are
UK-based with the exception of Beinbauer which is based in Germany. The fair
value of the investment in Beinbauer amounted to £8.4 million (2023: £10.0
million).
(c) Losses on investments Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Realised (losses)/gains on investments (2,027) 10
Unrealised losses on investments held (1,047) (2,247)
Foreign exchange gains/(losses) 102 (204)
--------------- ---------------
Total losses on investments (2,972) (2,441)
========= =========
At the year end, the Company had the following unquoted equity investments.
· Esprit Holdco Limited (Energie Fitness). The Company
participated in a management buyout during 2020 and owns 28% of the business,
the registered office and principal of business of Energie Fitness is 1
Pitfield Kiln Farm, Milton Keynes, United Kingdom, MK11 3LW. The Investment
Manager valued holdings in Energie Fitness at nil.
· Trent Capital Limited. The Company structured a Loan in 2019,
which also offered equity within Trent Capital Limited. The Company has a 61%
net equity holding within the business which is registered at 17 Walkergate,
Berwick Upon Tweed, Northumberland, TD15 1DJ and the principal business
address is Unit 7 Newton Chambers Way, Thornecliffe Industrial Estate,
Chapeltown, Sheffield, S35 2PH. The Investment Manager valued holdings in
Trent Capital Limited at nil.
· Coventry Student Accommodation 1 Limited ("Coventry", wholly
owned asset). The Company holds an unquoted investment in Coventry. As at 31
December 2024, the Company owns 100% of the business. The registered office
and principal place of business of Coventry is 4th Floor, 140 Aldersgate
Street, London, United Kingdom, EC1A 4HY. The Investment Manager's valuation
of the holdings in Coventry is £1.9 million as at 31 December 2024 (2023:
£3.0 million).
· RMC Lending Limited ("RMC Lending"). During the year, the
Company acquired 100% of the equity of RMC Lending. The registered office of
RMC Lending is 4th Floor, 7 Castle Street, Edinburgh, Scotland, EH2 3AH, with
registered number SC521046. The equity was purchased for a nominal amount and
the transaction had immaterial effect on the financial statements. The sole
principal activity of RMC Lending to date has comprised direct lending through
sourcing long-term debt finance from third-party providers and making loans to
UK-based companies, under the terms of the UK Government's Coronavirus
Business Interruption Loan Scheme and the Recovery Loan Scheme.
Valuation Approach
Although the fair value estimation of the loans is dependent on multiple
factors, including inputs received from the Investment Manager, discussions
held with the Investment Manager and judgements applied by the Investment
Manager and Forvis Mazars, the only significant unobservable input is the
discount rate applied in the fair value estimation.
The following sets out information about significant unobservable inputs used
at year-end in measuring the portfolio of loans categorised as Level 3 in the
fair value hierarchy:
Type of asset Valuation approach Key unobservable input Input value Inter-relationship between key unobservable inputs and fair value Measurement
Loans The fair value of loans in the portfolio have been assessed using a discounted Discount rate A range of 7.46% to 37.75% for the different loans in the portfolio as at 31 A decrease in the discount rate would result in an increase in fair value. An
cash flow analysis by preparing loan amortisation schedules based on cash flow December 2024. increase in the discount rate would result in a decrease in fair value.
information supplied by the client. This is considered to be in line with the
International Private Equity and Venture Capital Valuation ("IPEV") guidelines As an example, the fair value of the AP Euston loan as at 31 December 2024 is
for valuing debt investments. £2.9m at a discount rate of 8.57%. A decrease of 200 bps to the discount rate
would result in a 2.6% increase in the fair value. An increase of 200 bps to
The determination of the fair value of the loans requires the use of discount the discount rate would result in a 2.5% decrease in the fair value.
rates which comprise a UK-based risk-free rate, a spread based on the
appropriate UK denominated corporate bond yields and a risk premium/alpha
factor.
Valuation Sensitivity
The discount rate is considered the most significant unobservable input
through which an increase or decrease would have a material impact on the fair
value of the investments at fair value through profit or loss.
The discount rate is a range of 7.46% to 37.75% for the different loans in the
portfolio as at 31 December 2024. An increase or decrease in the discount rate
by 1% on individual investment basis has the following effect on the overall
valuation:
-1.0% Change +1.0% Change
NAV per NAV NAV NAV per
Share Impact Impact Impact Share Impact
(£ pence) (£) (£ pence) (£)
Valuation as of 31 December 2024 (0.01p) (576,700) 0.01p 576,700
========= ========= ========= =========
4. Income
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Income from investments
Bond and loan - cash interest 6,982 10,352
Bond and loan - PIK interest 294 294
Arrangement fees 154 42
Other income 212 188
--------------- ---------------
Revenue Income 7,642 10,876
========= =========
Proceeds from Coventry Street insurance claim* 824 -
--------------- ---------------
Capital Income 824 -
========= =========
* The Company has pursued a legal claim against the former main
contractor of a 79 bed student accommodation based in Coventry. This was
undertaken via an adjudicator, with circa 90% of said sums now having been
received in cleared funds. For the year ended 31 December 2024, the Company
has received proceeds totalling £823,980.
5. Investment management fee and other expenses
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Basic fee:
Investment management fee 860 944
Incentive fee 197 -
--------------- ---------------
Total 1,057 944
========= =========
The Investment Manager is appointed under a contract subject to 12 months'
notice. Pursuant to the amended Investment Manager Agreement ("IMA") following
the Company being put into managed wind-down status, the Investment Manager is
entitled to a management fee calculated at the rate of 0.875 per cent. of NAV
per annum (payable monthly in arrears) subject to a minimum fee of £33,300
payable monthly in arrears, subject to renegotiation with the Board, until the
earlier of;
· the Company's liquidation;
· the value of the Company's portfolio (excluding cash and
other liquid assets) being less than or equal to £35 million; or
· 31 December 2026.
Additionally, an incentive fee will be accrued from 20 December 2023, being
the date the Company entered managed wind-down, on any loan that is repaid or
sold at or above the NAV as at that date, save for those loans where the
capital is used to repay any leverage or held as a cash balance for future
commitments, of 1.375 per cent. on loans repaid or sold from now until 31
December 2024 and 1.125 per cent. on loans repaid during 2025.
To incentivise the Investment Manager to continue to work on the tail of the
portfolio, the Incentive Fee will be subject to the following escrow and
payment mechanism: (i) 50 per cent. of the fee will be paid in cash to the
Investment Manager at the end of each month when a loan is repaid or sold and
(ii) the remaining 50 per cent. will, so long as the Shares trade at a
discount to the latest published NAV, be used by the Company to buy back
Shares on the market, and otherwise held by the Company in escrow.
The newly acquired Shares purchased as a result of the payment of the
Incentive Fee under (ii) above will be held by the Company in treasury until
the Company is liquidated, and, together with cash amounts held in escrow will
vest to the Investment Manager in the following proportions depending on the
amount of aggregated net proceeds distributed to shareholders:
· 100 per cent. at or above the Reference NAV; or
· 90 per cent. at or greater than 99 per cent. and less than
100 per cent. of the Reference NAV; or
· 80 per cent. at or greater than 98 per cent. and less than 99
per cent. of the Reference NAV; or
· 70 per cent. at or greater than 97 per cent. and less than 98
per cent. of the Reference NAV; or
· 60 per cent. at or greater than 96 per cent. and less than 97
per cent. of the Reference NAV; or
· 50 per cent. at or greater than 95 per cent. and less than 96
per cent. of the Reference NAV; or
· 40 per cent. at or greater than 94 per cent. and less than 95
per cent. of the Reference NAV; or
· 30 per cent. at or greater than 93 per cent. and less than 94
per cent. of the Reference NAV; or
· 20 per cent. at or greater than 92 per cent. and less than 93
per cent. of the Reference NAV; or
· 10 per cent. at or greater than 91 per cent. and less than 92
per cent. of the Reference NAV; or
· 0 per cent. below 91 per cent. of the Reference NAV.
Any shares held in treasury which vest to the Investment Manager will be
transferred to it to settle the Company's obligation to pay the remaining part
of the Incentive Fee. The Board notes that for companies with a premium
listing, the Investment Associations preference is for no more than 10 per
cent. of their shares to be held in treasury but, given the special use of
treasury shares in this case, believe the use of treasury shares in this
manner is in the best interests of the Company. To the extent that the number
of treasury shares to be transferred to the Investment Manager would otherwise
be equal to or greater than 20 per cent. of the Company's issued share capital
at the time, the Company will deliver such number of treasury Shares as
represents one Share less than 20 per cent of the Company's issued share
capital and instead shall pay the Investment Manager upon the liquidation of
the Company an amount equal to the number of undelivered Shares multiplied by
the amount distributed upon every Share in the liquidation, with such
liability to be paid pro rata alongside all other distributions to
shareholders.
If the Shares are trading at a premium to the prevailing NAV, the remaining 50
per cent. of the fee under (ii) above will be held in escrow in liquid funds
by the Company. Any dividends paid or declared in respect of the Shares
acquired under (ii), together with any capital distributions made to
shareholders, will be held by the Company in escrow until the incentive vests
as set out above.
The incentive fee for the year ended 31 December 2024 amounted to £395,000
(2023: nil). Of this, £197,500 was paid in cash and £197,500 was used to buy
back a total of 269,595 shares which is being held in treasury.
The Company has purchased the following shares to be held in treasury as 50%
settlement of Investment Manager's Incentive Fee in respect of the year under
review:
Date of transaction Incentive fees Number of shares Purchase price
£'000 purchased
26 November 2024 41 56,467 72.50p
1 October 2024 25 33,559 73.75p
3 September 2024 5 6,525 77.20p
28 August 2024 126 173,044 73.00p
--------------- --------------- ---------------
Total 197 269,595
========= ========= =========
After the year end on 26 February 2025, 89,044 shares were purchased at the
price of 72.50p to be held in treasury in settlement for £65,000 of
Investment Manager's Incentive Fee.
For the amount of the Incentive Fee held back, an expense will be accrued when
the Company anticipates its payment as probable. Any payment made will be
treated as a cash-settled share-based payment.
6. Other expenses
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Basic fee charged to revenue:
Administration fees 191 220
Auditor's remuneration:
- Statutory audit fee 253 122
Broker fees 81 150
Consultancy fees - 18
Custody fees 15 15
Directors' fees 107 124*
AIFM fees 115 146
Registrars fees 48 40
Valuation fees 95 107
Other expenses 233 579
--------------- ---------------
Total revenue expenses 1,138 1,521
========= =========
Expenses charged to capital:
Wind-down costs** - 1,567
--------------- ---------------
Total expenses 1,138 3,088
========= =========
* Includes additional one off fees paid to each Board member (£10,000
paid to the Chair and £7,500 paid to each of the other Board members).
** The Company has estimated the costs of the managed wind-down process
and accordingly made a provision during the year amounting to nil (2023: £1.6
million).
7. Finance costs
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Loan Interest paid - - - 1,004 - 1,004
--------------- --------------- --------------- --------------- --------------- ---------------
- - - 1,004 - 1,004
========= ========= ========= ========= ========= =========
Refer to Note 11 for the details of the Company's revolving credit facility.
8. Taxation
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Analysis of tax charge/(credit) for the year:
Corporation tax - - - - - -
--------------- --------------- --------------- --------------- --------------- ---------------
Total current tax charge (see note 8 (b)) - - - - - -
========= ========= ========= ========= ========= =========
(b) Factors Affecting the tax charge for the year:
The effective UK corporation tax rate for the year is 25.0% (2023: 23.5%).
The tax charge differs from the charge resulting from applying the standard
rate of UK corporation tax for an investment trust Company. The differences
are explained below:
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Return on ordinary activities before taxation 5,447 (2,148) 3,299 7,407 (4,008) 3,399
UK corporation tax at 25.0% (2023:23.5%) 1,362 (537) 825 1,741 (942) 799
--------------- --------------- --------------- --------------- --------------- ---------------
Effects of:
Fair value losses not deductible - 743 743 - 574 574
Non-taxable income - (206) (206) - - -
Non-deductible expenses - - - - 368 368
Interest distributions paid/payable (1,505) - (1,505) (1,796) - (1,796)
Excess management expenses carried forward 143 - 143 55 - 55
--------------- --------------- --------------- --------------- --------------- ---------------
Total tax charge - - - - - -
========= ========= ========= ========= ========= =========
The Company is not liable to tax on capital gains due to its status as an
investment trust.
(c) Deferred tax assets/(liabilities)
As at 31 December 2024, the Company had surplus excess management expenses of
£ £998,800 (2023: £426,902) in respect of which a deferred tax asset has
not been recognised. This is because the Company is not expected to generate
taxable income in a future period in excess of deductible expenses of that
future period and, accordingly, it is unlikely that the Company will be able
to reduce future liabilities.
9. Receivables
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Amounts falling due within one year:
Bond and loan interest receivable 2,316 2,133
Bond and interest receivable with credit loss fully provided - 2,741
Coventry Street receivables 2,958 2,686
Prepayments and other receivables 226 409
--------------- ---------------
5,500 7,969
========= =========
Bond and interest receivable with credit loss fully provided
Bond and interest receivable with credit loss fully provided is an interest
receivable in relation to the loans of the Company but are not guaranteed.
The total amount is offset against the credit loss under the liability account
(see note 10).
10. Payables
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Amounts falling due within one year:
Loan reserves retained - 270
Wind-down costs provision 943 1,567
Bad debt provision - 2,741
Other payables 546 598
--------------- ---------------
1,489 5,176
========= =========
11. Bank loan credit facilities
The Company had a revolving credit facility with OakNorth which expired in
March 2024. The Company had entered into an uncommitted 90-day notice
revolving loan of £10,500,000 ("Facility A") and a committed term revolving
loan of £11,942,000 ("Facility B"), together with Facility A the
("Facilities") with OakNorth for the purposes set out in the credit facility
agreement. The rate of interest on the Facilities are the aggregate of the
applicable margin and base rate (subject to a base rate floor of 0.10%).
During the year, there have been no drawdowns nor repayments from the facility
(2023: £6.6 million drawdowns and £23.9 million repayments). As at 31
December 2024, the remaining balance of the facility has been fully repaid.
12. Share capital
As at 31 December 2024 As at 31 December 2023
No. of Shares £'000 No. of Shares £'000
Allotted, issued & fully paid:
Ordinary Shares of 1p 97,848,021 978 117,586,359 1,175
========= ========= ========= =========
Share movement
The table below sets out the share movement for the year ended 31 December
2024.
Opening balance of shares in issue Tender Offer -Shares redeemed Shares bought back into treasury Shares in issue at
31 December 2024
Shares held in treasury
Ordinary Shares 117,586,359 (19,738,338) (269,595) 269,595 97,848,021
========= ========= ========= ========= =========
At the year end, the Company had 97,848,021 (2023: 117,586,359) Ordinary
Shares in issue of which the total number with voting rights is 97,578,426
(2023: 117,636,359) and 269,595 (2023: 4,638,222) Ordinary Shares held in
Treasury.
Ordinary Share buy backs
During the year, the Company bought back 269,595 (2023: 50,000) Ordinary
Shares for an aggregate cost of £197,000 (2023: £42,750). See Note 5 for
more details of this buy back. The Company also returned capital as a result
of a Tender Offer amounting to 19,738,338 (2023: nil) Ordinary shares for an
aggregate cost of £17,529,910 (2023: nil). The total cost of these share
transactions amounted to £132,142 (2023: £1,404). Since the year end a
further 89,044 Ordinary Shares have been bought back to be held in Treasury
for an aggregate cost of £64,688.
13. Share premium
As at As at
31 December 2024 31 December 2023
£'000 £'000
Balance as at beginning of the year 70,168 70,168
Cancellation of share premium (70,168) -
Balance as at the end of the year - 70,168
========= =========
Pursuant to Company's managed wind-down and change of investment management
agreement, the Board deemed that a Tender Offer would be the best method of
returning capital to the shareholders. Under the Companies Act, distributions
require 'distributable profits'. The Board proposed cancelling its entire
share premium account of £70,168,944, subject to court approval, to increase
distributable reserves for future cash returns to shareholders. Following the
court's approval, on 12 July 2024 the share premium account was cancelled and
the entire balance was transferred to special reserve.
14. Return per ordinary share
Total Return per Ordinary Share is based on the gain on ordinary activities
after taxation of £3,299,000 (2023: gain of £3,399,000) which comprise of
positive revenue return of £5,447,000 (2023: £7,407,000) and negative
capital return of £2,148,000 (2023: £4,008,000).
Based on the weighted average of number of 112,657,232 (2023: 117,587,862)
Ordinary Shares in issue for the year ended 31 December 2024, the returns per
share were as follows:
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
Return per ordinary share 4.84p (1.91p) 2.93p 6.30p (3.41p) 2.89p
========= ========= ========= ========= ========= =========
There are no dilutive shares in issue.
15. Net asset value per share
The NAV per share is based on Company's total shareholders' funds of
£82,681,000 (2023: £104,516,000), and on 97,578,426 (2023: 117,586,359)
Ordinary Shares in issue at year end.
NAV per ordinary share reconciliation
The table below is a reconciliation between the NAV per Ordinary Share of the
Company as announced on the London Stock Exchange and the NAV per Ordinary
Share disclosed in these financial statements.
As at 31 December 2024 As at 31 December 2023
Net assets Nav per Net assets Nav per
(£m) Ordinary share (p) (£m) Ordinary share (p)
2024 NAV as published on 23 January 2025 (2023 NAV as published on 16 January 83,426,460 85.50 106,235,896 90.35
2024)
Receivable write-off adjustments (745,757) (0.77) - -
Revaluation adjustment - - (153,000) (0.13)
Wind-down cost accrual adjustments - - (1,566,581) (1.34)
--------------- --------------- --------------- ---------------
NAV as disclosed in these Financial Statements 82,680,703 84.73 104,516,315 88.88
========= ========= ========= =========
16. Dividend
Total dividends paid in the year
Year ended 31 December 2024 Year ended 31 December 2023
Pence per Revenue Capital Total Pence per Revenue Capital Total
Ordinary £'000 £'000 £'000 Ordinary £'000 £'000 £'000
share share
2023 Interim - Paid 2 Apr 2024 (2022: 31 Mar 2023) 1.625p 1,911 - 1,911 1.625p 1,911 - 1,911
2024 Interim - Paid 28 Jun 2024 (2023: 30 Jun 2023) 1.625p 1,911 - 1,911 1.625p 1,911 - 1,911
2024 Interim - Paid 16 Sep 2024 (2023: 29 Sep 2023) 1.625p 1,911 - 1,911 1.625p 1,911 - 1,911
2024 Interim - Paid 29 Nov 2024 (2023: 29 Dec 2023) 1.625p 1,586 - 1,586 1.625p 1,911 - 1,911
--------------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
Total 6.500p 7,319 - 7,319 6.500p 7,644 - 7,644
========= ========= ========= ========= ========= ========= ========= =========
The dividend relating to the year ended 31 December 2024, which is the basis
on which the requirements of Section 1159 of the Corporation Tax Act 2010 are
considered is detailed below:
Total dividends declared in the year
Year ended 31 December 2024 Year ended 31 December 2023
Pence per Revenue Capital Total Pence per Revenue Capital Total
Ordinary £'000 £'000 £'000 Ordinary £'000 £'000 £'000
share share
2024 Interim - Paid 28 Jun 2024 (2023: 30 Jun 2023) 1.625p 1,911 - 1,911 1.625p 1,911 - 1,911
2024 Interim - Paid 16 Sep 2024 (2023: 29 Sep 2023) 1.625p 1,911 - 1,911 1.625p 1,911 - 1,911
2024 Interim - Paid 29 Nov 2024 (2023: 29 Dec 2023) 1.625p 1,586 - 1,586 1.625p 1,911 - 1,911
2024 Interim - Paid 4 April 2025 (2023: 2 Apr 2024)* 0.625p 610 - 610 1.625p 1,911 - 1,911
--------------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
Total 5.500p 6,018 - 6,018 6.500p 7,644 - 7,644
========= ========= ========= ========= ========= ========= ========= =========
* Not included as a liability in the year ended 31 December 2024
financial statements.
17. Related party transaction
Fees are payable at an annual rate of £38,880 to the Chairman, £35,640 to
the Chairman of the Audit Committee and £32,500 to the other Directors. As at
31 December 2024, there were no Directors' fees outstanding. The Directors'
fees are disclosed in note 7 and the Directors' shareholdings are disclosed in
the Directors Remuneration Report in the Annual Report.
Fees payable to the Investment Manager are shown in the Statement of
Comprehensive Income. As at 31 December 2024 the fee outstanding to the
Investment Manager was £122,000 (2023: £155,000).
Arrangement fees are paid by some borrowers to the Investment Manager. The
amount the Investment Manager can retain from borrowers in most cases is
capped at 1.25% and agreed with the Board. The Company receives any
arrangement fees from the Investment Manager in excess of the 1.25% or
otherwise agreed with the borrower. During the year to 31 December 2024, the
Company received £46,000 (2023: £42,000) in arrangement fees from RM.
Borrowers paid the Investment Manager arrangement and other work fees during
the year totalling £533,374 (2023: £286,084). The Investment Manager also
provides further Loan & Security Agency services to some borrowers and
during the year charged borrowers £139,624 (2023: £185,958).
As at 31 December 2024, the Investment Manager held 395,083 (2023: 1,329,125)
Ordinary Shares in the Company. As of the date of this report, the Investment
Manager's total holding of Ordinary Shares remained at 395,083 (2023:
1,381,336).
During the year, the Company has total investments of £1,718,557 (2023:
£3,119,000) in Coventry Student Accommodation 1 Limited for which investment
details can be found in Note 3. During the year, the Company provided Coventry
Student Accommodation 1 Limited an intercompany loan of £2,958,000 (2023:
£2,686,000) as disclosed in note 9.
During the year, the Company acquired and owns 100% of its subsidiary, RMC
Lending Limited. There has been no significant transaction between the Company
and RMC Lending subsequent to its acquisition in November 2024 and up to the
date of this report. The Company's investment in RMC Lending as at the
year-end was £214,000.
18. Classification of financial instruments
IFRS 13 requires the Company to classify its investments in a fair value
hierarchy that reflects the significance of the inputs used in making the
measurements. IFRS 13 establishes a fair value hierarchy that prioritises the
inputs to valuation techniques used to measure fair value. The three levels of
fair value hierarchy under IFRS 13 are as follows:
Level 1
Using unadjusted quoted prices for identical instruments in an active market.
Level 2
Using inputs, other than quoted prices included within Level 1, that are
directly or indirectly observable (based on market data).
Level 3
Using inputs that are unobservable (for which market data is unavailable).
The classification of the Company's investments held at fair value through
profit or loss is detailed in the table below:
31 December 2024 31 December 2023
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
£'000
£'000
£'000
£'000
Financial assets:
Financial assets - Private loans and bonds - 4,772 - 4,772 - 3,654 - 3,654
Financial assets - Private loans - - 63,308 63,308 - - 87,312 87,312
Financial assets - Equity investment - - 1,719 1,719 - - 2,966 2,966
Forward currency contracts - 299 - 299 - 47 - 47
--------------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
Total financial assets - 5,071 65,027 70,098 - 3,701 90,278 93,979
========= ========= ========= ========= ========= ========= ========= =========
The forward exchange contract has been presented at net exposure with the net
unrealised gains of £298,810 (2023: unrealised loss of £47,360) and have
been classified as Level 2 investments.
Investments that trade in markets that are not considered to be active but are
valued based on quoted market prices, dealer quotations or alternative pricing
sources supported by observable inputs are classified within Level 2.
Level 3 holdings are valued using a discounted cash flow analysis and
benchmarked discount/interest rates appropriate to the nature of the
underlying loan and the date of valuation.
There have been no transfers between levels during the reporting period (2023:
none).
Reconciliation of the Level 3 classification investments during the year to 31
December 2024 is shown below:
31 December 2024 31 December 2023
Equity Loan Total Equity Loan Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at beginning of the year 2,966 87,312 90,278 3,593 112,169 115,762
New loans during the year - 2,629 2,629 - 9,703 9,703
Repayments during the year - (23,688) (23,688) - (33,121) (33,121)
Realised losses during the year - (2,027) (2,027) - (373) (373)
Unrealised losses during the year on positions held at year end (1,247) (918) (2,165) (627) (1,066) (1,693)
--------------- --------------- --------------- --------------- --------------- ---------------
Closing balance as at 31 December 1,719 63,308 65,027 2,966 87,312 90,278
========= ========= ========= ========= ========= =========
Valuation and existence of bonds and private loan investments
The Company holds assets in bonds and private loan investments. The valuation
and existence of these bonds and private loan investments are the most
material matter in the production of the financial statements.
The bonds and private loan investments are valued by an independent valuer
(Mazars LLP) and the valuations at year end were agreed to the valuers report.
The valuation process has been comprehensively reviewed during the year, and
is monitored, by the Board, the Manager and the AIFM. The process includes
quantitative and qualitative analysis, with the analysis performed on a
loan-by-loan basis and the valuation of each loan taking into account the
relevant risks and returns associated with that loan. The Audit and Management
Engagement Committee reviewed valuation reports and also the procedures in
place for ensuring accurate valuation and existence of investments and
recommended these to the Board for review and approval.
The Board has appointed a third-party service provider (Mazars LLP) to value
the Company's loan investments on a monthly basis, in accordance with IFRS.
The Directors have satisfied themselves as to the methodology used, the
discount rates and key assumptions applied and the overall valuation of the
investments.
19. Financial instruments - risk profile
The Company invests in private loan and bond investments. The following
describes the risks involved and the applied risk management.
The Investment Manager reports regularly both verbally and formally to the
Board, and its relevant committees, to allow them to monitor and review all
the risks noted below.
(i) Market risks
The Company is subject to a number of Market risks in relation to economic
conditions. The Company's approach regarding the conservative valuation of its
investments remains unchanged, with fair value write downs driven by market
risk and idiosyncratic risk, with idiosyncratic risk relating to loan specific
information which is reflected within specific loan pricing. Further detail on
these risks and the management of these risks are included in the Investment
Manager's Report and the Risk and Risk Management report.
The Company's financial assets and liabilities at 31 December 2024 comprised:
Year ended 31 December 2024 Year ended 31 December2023
Investments Interest Non-interest Total Interest Non-interest Total
bearing bearing £'000 bearing bearing £'000
£'000 £'000 £'000 £'000
GB sterling 59,985 1,719 61,704 89,284 2,966 92,250
Euro 8,394 - 8,394 1,682 - 1,682
--------------- --------------- --------------- --------------- --------------- ---------------
Total investment 68,379 1,719 70,098 90,966 2,966 93,932
========= ========= ========= ========= ========= =========
Cash and cash equivalents 8,572 - 8,572 7,791 - 7,791
Receivables - 5,500 5,500 - 7,969 7,969
Payables - (1,489) (1,489) - (5,176) (5,176)
--------------- --------------- --------------- --------------- --------------- ---------------
Total 76,951 5,730 82,681 98,757 5,759 104,516
========= ========= ========= ========= ========= =========
Price risk sensitivity
The effect on the portfolio of a 10.0% increase or decrease in the value of
the loans would have resulted in an increase or decrease of £7,010,000 (2023:
£9,393,000) in the investments held at fair value through profit or loss at
the period end date. This analysis assumes that all other variables remain
constant.
(ii) Credit risks
The Company's investments will be predominantly in the form of private loans
whose revenue streams are secured against contracted, predictable medium to
long-term cash flows and/or physical assets, and whose debt service payments
are dependent on such cash flows and/or the sale or refinancing of the
physical assets. The key risks relating to the private loans include risks
relating to counterparty default, senior debt covenant breach risk, bridge
loans, delays in the receipt of anticipated cash flows and borrower default,
and collateral risks.
The Company is also exposed to the risk of default on cash held at the bank
and other trade receivables. The maximum exposure to credit risk on cash at
bank and other trade receivables at 31 December 2024 was £8,572,000 and
£5,500,000 respectively (2023: £7,791,000 and £7,969,000). None of these
amounts are considered past due or impaired and interest is based on the
prevailing money market rates.
The table below shows the Company's maximum exposure to credit risks as at the
year end.
As at 31 December 2024 As at 31 December 2023
Fair value Maximum Fair value Maximum
£'000 exposure £'000 exposure
£'000 £'000
Private loan investments 63,308 63,308 87,312 87,312
Bond investments 4,772 4,772 3,654 3,654
Cash and cash equivalent 8,572 8,572 7,791 7,791
Receivables 5,500 5,500 7,969 7,969
--------------- --------------- --------------- ---------------
Total 82,152 82,152 106,726 106,726
========= ========= ========= =========
Management of risks
The Investment Manager reports a number of key metrics on a monthly basis to
its Credit Committee including pipeline project information, outstanding loan
balances, lending book performance and early warning indicators. The
Investment Manager monitors ongoing credit risks in respect of the loans.
Typically, the Company's loan investments are private loans and would usually
exhibit credit risk classified as 'non-investment grade' if a public rating
agency was referenced.
The Company's main cash balances are held with The Royal Bank of Scotland plc
("RBS"). Bankruptcy or insolvency of the bank holding cash balances may cause
the Company's rights with respect to the cash held by them to be delayed or
limited. The Company manages its risk by monitoring the credit quality of RBS
on an ongoing basis.
(iii) Interest rate risks
Private Loans
The Company may make loans based on estimates or projections of future
interest rates because the Investment Manager expects that the underlying
revenues and/or expenses of a borrower to whom the Company provides loans will
be linked to interest rates, or that the Company's returns from a loan are
linked to interest rates. If actual interest rates differ from such
expectation, the net cash flows of the borrower or payable to the Company may
be lower than anticipated.
Interest rate sensitivity
Interest Income earned by the Company is primarily derived from fixed interest
rates. The interest earned from the floating element of loan and debt security
investments is not significant. Based on the Company's private loan
investments, bond investments, cash and cash equivalents as at 31 December
2024, a 1.00% increase/(decrease) (2023: 1.00% increase/(decrease)) in
interest rates, all other things being equal, would lead to a corresponding
increase/(decrease) in the Company's income as follows.
As at 31 December 2024 As at 31 December 2023
1.00% Increase 1.00% Decrease 1.00% Increase 1.00% Decrease
£'000 £'000 £'000 £'000
Private loan investments 633 (633) 873 (873)
Bond investments 48 (48) 37 (37)
Equity investments 17 (17) 30 (30)
Cash and cash equivalent 86 (86) 78 (78)
--------------- --------------- --------------- ---------------
Total 784 (784) 1,018 (1,018)
========= ========= ========= =========
Management of risks
The Investment Manager's investment process takes into account interest rate
risk. The investment strategy is to invest in private loans with maturities
typically between 2 and 10 years. Exposure to predominantly higher yielding
loans and possible floating rate investments can mitigate interest rate risk
to some extent. On a monthly basis, the Investment Manager reviews
fixed/floating and weighted average life of the portfolio for interest rate
risk.
(iv) Liquidity risks
Liquidity risk is defined as the risk that the Company will encounter
difficulties in realising assets or otherwise raising funds to meet financial
commitments. The cash and cash equivalent balance at the year-end was
£8,572,000 (2023: £7,791,000).
Financial liabilities by maturity at the period end are shown below:
31 December 2024 31 December 2023
£'000 £'000
Within one month - -
Between one and three months 546 598
Between three months and one year - -
More than one year 943 4,578
--------------- ---------------
Total 1,489 5,176
========= =========
The Investment Manager manages the Company's liquidity risk by investing in a
diverse portfolio of loans and secured debt instruments in line with the
Company's Investment Policy and Investment restrictions. The Investment
Manager may utilise other measures such as borrowing, share issues including
treasury shares for liquidity purposes. The Investment Manager performs stress
tests on the Company's income and expenses and the Directors, and the Manager
remain comfortable that the Company has substantial operating expenses cover
and adequate liquidity.
The maturity profile of the Company's portfolio as at the year-end is as
follows:
31 December 2024 31 December 2023
£'000 £'000
Within one month 9,537 1,700
Between one and three months 21,276 -
Between three months and one year 19,579 26,927
More than one year 19,706 65,305
--------------- ---------------
Total 70,098 93,932
========= =========
(v) Foreign currency risks
Foreign currency risk is the risk that the value of a financial instrument
will fluctuate because of changes in foreign currency exchange rates. Currency
risk arises when future commercial transactions and recognised assets and
liabilities are denominated in a currency that is not the Company's functional
currency. The Company invests in debt security instruments that are
denominated in currencies other than sterling.
Accordingly, the value of the Company's assets may be affected favourably or
unfavourably by fluctuations in currency rates and therefore the Company will
necessarily be subject to foreign exchange risks.
Based on the financial assets and liabilities at 31 December 2024 and all
other things being equal, if sterling had weakened against the local
currencies by 10%, the impact on the Company's net assets at 31 December 2024
would have been as follows:
31 December 2024 31 December 2023
£'000 £'000
Euro 247 266
--------------- ---------------
Total 247 266
========= =========
Foreign currency risk profile
31 December 2024 31 December 2023
Investment Net monetary Total Investment Net monetary Total
exposure exposure currency exposure exposure currency
£'000 £'000 exposure £'000 £'000 exposure
£'000 £'000
Euro 2,469 - 2,469 2,362 302 2,664
US dollar - 1 1 - 7 7
--------------- --------------- --------------- --------------- --------------- ---------------
Total 2,469 1 2,470 2,362 309 2,671
========= ========= ========= ========= ========= =========
Management of currency risks
The Company's Investment Manager monitors the currency risk of the Company's
portfolio on a regular basis. Foreign currency exposure is regularly reported
to the Board by the Investment Manager. The Investment Manager may hedge any
currency back to sterling as they see fit.
Fair values of financial assets and liabilities
All financial assets and liabilities of the Company are either recorded at
fair value in the statement of financial position, or, where they are recorded
at amortised cost, such carrying amounts are a reasonable approximation of
fair value.
Capital management
The Company considers its capital to consist of its share capital of Ordinary
Shares of 1 pence each, its distributable reserves, which comprise Revenue
reserve, Capital reserve and the Special reserve. In accordance with
accounting standards, the Company's Ordinary Shares are considered to be
equity.
The Company has a stated discount control policy. The Investment Manager and
the Company's brokers monitor the demand for the Company's shares and the
Directors review the position at Board meetings. Further details on share
issues during the year and the Company's policies for issuing further shares
and buying back shares (including the Company's discount management) can be
found in the Directors' Report.
During the year the Company bought back 269,595 shares (2023: 50,000) which
are held in treasury. The Company's policy on borrowing is detailed in the
Directors' Report. The details of the Company's OakNorth facilities are
discussed in note 11.
20. Post balance sheet events
Dividend Declaration
On 27 February 2025, the Company declared a dividend of 0.625 pence per
ordinary share in respect of the period from 1 October 2024 to 31 December
2024 to shareholders who appear on the register on 7 March 2025. The
ex-dividend date is 6 March 2025. This was paid on 4 April 2025.
Loan repayment
In early February 2025, there was a material repayment of the 4th and 5th
largest exposures within the portfolio secured against 5 hotels across two
loan facilities (loan references 66 and 67 -repayments of £5.6 million and
£5.5 million respectively).
Alternative performance measures ("APMs")
APMs are often used to describe the performance of investment companies
although they are not specifically defined under IFRS. APM calculations for
the Company are shown below.
Gearing
A way to magnify income and capital returns, but which can also magnify
losses. A bank loan is a common method of gearing.
31 December 2024 31 December 2023
£'000 £'000
Cash and cash equivalents 8,572 7,791
Total borrowings less cash and cash equivalents a (8,572) (7,791)
Net assets b 82,681 104,516
--------------- --------------- ---------------
Gearing (net) (a÷b)*100 nil nil
========= ========= =========
Ongoing charges
A measure, expressed as a percentage of average net assets, of the regular,
recurring annual costs of running an investment company.
Year ended 31 December 2024
Average NAV (£'000) a 98,223
Annualised recurring expenses* b 1,760
--------------- ---------------
b÷a 1.79%
========= =========
Year ended 31 December 2023
Average NAV (£'000) a 107,826
Annualised recurring expenses* c 1,984
--------------- ---------------
b÷a 1.84%
========= =========
* Consists of investment management fees of £1057,000 (2023:
£944,000), incentive fees of £197,000 (2023: nil) and other recurring
expenses of £703,000 (2023: £1,040,000). Prospectus issue and capital
transactions are not considered to be recurring costs and therefore have not
been included.
(Discount)/premium
The amount, expressed as a percentage, by which the share price is (less)/more
than the NAV per share.
As at 31 December 2024
NAV per Ordinary Share (p) a 84.73
Share price (p) c 73.50
--------------- ---------------
Discount (b/a)-1 (13.25%)
========= =========
As at 31 December 2023
NAV per Ordinary Share (p) a 88.88
Share price (p) c 74.25
--------------- ---------------
Discount (b/a)-1 (16.46%)
========= =========
Total return
A measure of performance that includes both income and capital returns. This
takes into account capital gains and reinvestment of dividends paid out by the
Company into its Ordinary Shares on the ex--dividend date.
As at 31 December 2024 NAV Share Price
Opening at 1 January 2024 (p) a 88.88 74.25
Closing at 31 December 2024 (p) b 84.73 73.50
Dividend reinvestment factor c 1.0765 1.0903
Adjusted closing (d = b x c) d 91.21 80.14
--------------- --------------- ---------------
Total return (d/a)-1 2.62% 7.93%
========= ========= =========
As at 31 December 2023 NAV Share Price
Opening at 1 January 2023 (p) a 92.49 85.00
Closing at 31 December 2023 (p) b 88.88 74.25
Dividend reinvestment factor c 1.0731 1.0918
Adjusted closing (d = b x c) d 95.38 81.06
--------------- --------------- ---------------
Total return (d/a)-1 3.16% (4.63%)
========= ========= =========
Financial Information
This announcement does not constitute the Company's statutory accounts. The
financial information for the year to 31 December 2024 is derived from the
statutory accounts for 2024, which will be delivered to the Registrar of
Companies and will be put forward for approval at the Company's Annual General
Meeting. The Company's auditor has reported on the 2024 accounts; their report
was unqualified and did not include a statement under Section 498(2) or (3) of
the Companies Act 2006.
The Annual Report for the year ended 31 December 2024 was approved on 28 April
2025 and will be made available on the Company's website at
https://rm-funds.co.uk/rm-infrastructure-income/investor-relations/
(https://rm-funds.co.uk/rm-infrastructure-income/investor-relations/)
The Annual Report will be submitted to the National Storage Mechanism and will
shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
This announcement contains regulated information under the Disclosure Guidance
and Transparency Rules of the FCA.
Annual General Meeting ("AGM")
The Company's AGM will be held on 29 May 2025 at 11:00 a.m. at 4th Floor, 140
Aldersgate Street, London EC1A 4HY.
For further information contact:
Apex Listed Companies Services (UK) Limited
Tel: 020 4534 0665
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