REG - RM Infrastructure RM SecDirect - RMDC - Half-year Report
08/08/2022 07:00
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RNS Number : 1558V RM Infrastructure Income PLC 08 August 2022
RM INFRASTRUCTURE INCOME PLC
HALF-YEARLY REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2022
About us
How we invest
RM Infrastructure Income plc (the 'Company') aims to generate attractive and
regular dividends through investment in secured debt instruments of UK Small
and Medium sized Enterprises ('SMEs'), and mid-market corporates and/or
individuals including any loan, promissory notes, lease, bond, or preference
share (such debt instruments, as further described in the prospectus, being
'Loans') sourced or originated by RM Capital Markets Limited (the 'Investment
Manager') with a degree of inflation protection through index-linked returns
where appropriate.
Where we invest
Having had a general sectoral lending approach since inception, the Company
has narrowed the sector focus since 2021 to investments within the social and
environmental infrastructure sectors.
Our ethos
The Company aims to make a difference with the deployment of its capital and
as such has adopted an impact framework allowing the measurement and reporting
of impact from investments made. In addition to this the firm seeks to target
investments directly linked to achieving outcomes linked to six Sustainable
Development Goals ("SDGs").
Company highlights (as at 30 June 2022)
3.250p 27% of GAV £128.6m
Dividend pence per share CBILS* and RLS** loans Gross assets
+2.7% 35 1.91 years
NAV Total return Number of loans Average life of investments
*Coronavirus Business Interruption Loan Scheme
**Recovery Loan Scheme
Portfolio at a glance
Financial Information
As at 30 June 2022 As at 30 June 2021
Gross asset value (£'000) £128,630 £124,769
Net Asset Value (''NAV'') (£'000) £110,389 £112,348
NAV per Ordinary Share (pence) 93.68p 95.25p
Ordinary Share price (pence) 90.75p 90.00p
Ordinary Share price discount to NAV(1) (3.1%) (5.5%)
Dividend (pence) paid in respect of the Period 3.250p 3.250p
Performance Summary
% change(2,4) % change(3,4)
Total return - Ordinary Share NAV and dividends(1) +2.7% +5.0%
Total return - Ordinary Share price and dividends(1) -1.1% +7.3%
(1) These are Alternative Performance Measures (''APMs'').
(2) Total returns for the period to 30 June 2022, including dividend
reinvestment.
(3) Total returns for the period to 30 June 2021, including dividend
reinvestment.
(4) Source: The Company's Factsheet.
Alternative Performance Measures (''APMs'')
The financial information and performance summary data highlighted in the
footnote to the above tables represent are considered to represent the APMs of
the Company. Definitions of these APMs together with how these measures have
been calculated can be found in the Interim Report.
PORTFOLIO SUMMARY (as at 30 June 2022)
Largest 10 loans by drawn amounts across the entire portfolio
Investment type Valuation(+) Percentage
Business activity (Private/Public/Bond) £'000 of gross asset (%)
Care home Private Loans 11,830 9.2
Asset finance Private Loans 10,163 7.9
Automotive parts manufacturing Private Loans 8,899 6.9
Hotel Private Loans 8,474 6.6
Gym franchise Private Loans 7,906 6.1
Healthcare Bond 6,891 5.4
Hotel Private Loans 6,468 5.0
Care home Private Loans 4,985 3.9
Hotel Private Loans 4,982 3.9
Student Accommodation Private Loans 4,981 3.9
Ten largest holdings 75,579 58.8
Other private loan investments 47,288 36.8
Wholly owned asset 3,593 2.8
Total holdings 126,460 98.4
Other net current assets 2,170 1.6
Gross assets 128,630 100.0
* The Company's gross assets comprise the net asset values of the Company's
Ordinary Shares and the Bank loan, with the calculation can be found in the
Interim Report.
(+) Valuation conducted by external Valuation Agent.
CHAIR'S STATEMENT
Introduction
Dear Shareholders,
On behalf of the Board, I am pleased to report on the first half of 2022 (the
"Period"). The first six months of the year have seen a robust Net Asset Value
("NAV") and Share Price Total Return outperformance versus more traditional
corporate bond funds and leveraged loan indices.
I noted 12 months ago in this report that "the Board is conscious of rising
prices and the threat of inflation to fixed income securities. With that in
mind the Investment Manager has constructed a high yielding portfolio of
largely fixed rate exposures with a short duration…should a global bond
market sell-off materialise this will mitigate the risk for the Company
portfolio". This expected global bond decline has occurred sharply over the
first half of the year and our focus on investing in bespoke, short duration
and high yielding loans originated by the Investment Manager combined with
robust security packages has served us well during this period.
Credit spreads as measured by the Markit iTraxx Europe Crossover index have
widened materially, doubling from 240 to 580 at the Period end. These levels
were last seen during the peak fear month of March 2020 from Covid-19 and
before that 10-years ago during the European sovereign debt crisis.
In addition to wider corporate spreads, UK government bond yields have risen
by approximately 125bps on 5 year and 140bps on 10 year instruments. This
increase in government yields has contributed to UK government and corporate
bonds that price over the "risk free rate" to fall by approximately 5% for
5-year instruments and 10% for 10-year instruments. This vindicates our
intention at this point of the interest cycle to keep the duration of the RMII
portfolio at or under 3 years and thus minimise any interest rate exposure.
During the Period, The Good Economy released their first Impact Report which
had several positive conclusions and a number of recommendations to achieve
further progress which are now being implemented. The Investment Manager will
go into this in further details within their report.
Robust NAV performance
The NAV % Total Return for the Period was 2.68% which is slightly behind our
target, however, when set against the weaker backdrop for credit as described
above, we believe this is satisfactory.
Delivering stable income
Since inception there have been 21 quarterly distributions on or above target
to Shareholders totalling 32.35 pence.
The Company paid the fourth interim dividend for the fourth quarter of 2021 of
1.625 pence per Ordinary Share on 25 March 2022 leading to a full year
dividend for 2021 of 6.5 pence per share. In addition, the first interim
dividend of 1.625 pence per share for Q1 2022 was paid on 24 June 2022.
The Board has declared a second interim dividend of 1.625 pence per Ordinary
Share for Q2 2022, which will be payable on 30 September 2022 to Shareholders
on the register at the close of business on 2 September 2022. Therefore, the
aggregate dividend in respect of the Period is 3.25 pence per Ordinary Share.
As of 30 June 2022, the Company had 117,840,988 Ordinary Shares in issue and
the closing mid-price was 90.75 pence per Ordinary Share. The NAV per Ordinary
Share was 93.68 pence, correspondingly the share price to NAV was a circa 3.1%
discount.
Portfolio
The portfolio remained stable with 35 loans, which is the same number of loans
as at 31 December 2021 and invested assets of £131m (£132m as at 31 December
2020). Overall private debt investments represent circa 94% of the portfolio
holdings and 4% within equity (unlevered ownership of investment reference 68,
student accommodation asset Coventry.)
Compared to the position at the Company's year end, the average yield on
investments of 8.73% for the Period is 30 basis points higher and the weighted
average life of the investments for the Period is approximately 1.91 years,
which has fallen from 2.22 years at the Company's year end. The percentage of
investments linked to Sonia/Libor reduced from 11% to 8% as some floating rate
exposure was repaid. However, this is expected to increase again over H2 2022
as most new investments have coupons linked to SONIA or Bank of England base
rates. Our messaging has been consistent since IPO; government yields have
been unsustainably low and within the portfolio we have not been seeking to
take duration risk. Thus, during the Period, the short dated average life of
the portfolio has been a key component of the outperformance versus other more
liquid fixed income funds and the investment manager will further elaborate on
this within their report.
The number of senior secured loans or Coronavirus Business Interruption Loan
Scheme ("CBILS") / Recovery Loan Scheme ("RLS") classified loans within the
portfolio has increased over the Period from 61% to 63%.
The portfolio continues to be well diversified across investments and sectors
and the top 10 investments represent circa 67.7% of NAV and with regards to
the focus sectors 50% of NAV is now invested into Social & Environmental
Infrastructure transactions.
During the latter part of July and in early August the Board visited two of
your holdings, Trent and Clyde Street. These two investments could not be more
different. Trent is a manufacturing business with a long and proud history,
adapting to a changing world and reinventing itself as all businesses must do
from time to time. On the other hand, Clyde Street is a brand-new hotel with
Virgin Group as its operator which is due to open soon. The Board wishes both
ventures every success in the future.
Outlook
For the first time since pre-quantitative easing, we are now seeing dispersion
within the broader corporate bond market where risk is currently being more
accurately reflected by individual credit spreads. This offers opportunities
in more broadly syndicated private loans which we have not seen since the RMII
IPO in 2016, furthermore the bespoke loans originated by RM Funds price above
the syndicated credit curve and allows for wider pricing and better terms to
be negotiated by the Investment Manager.
Our key theme is that now is a good time to be a credit investor and probably
the best environment to be deploying and investing capital. Risk is being
appropriately priced and, in our view, offers compelling investor returns with
the ability to structure enhanced security and improved covenants on
transactions at this point of the economic cycle as credit conditions tighten.
Since IPO, private credit as measured by RMII and other investment trusts
specialising in direct lending have demonstrated resilience in preserving
capital versus public bond and loan markets alternatives (as measured by high
yield and leveraged loan indices or exchange traded funds). This is important
for investors looking to generate total returns principally from fixed income
and in particular corporate lending.
The Board are grateful for the support of Shareholders and are delighted to
have such a broad investor base. We would also like to thank RM Funds and
the other professional advisors for their hard work and support. Please do not
hesitate to contact me through Peel Hunt or Singer Capital Markets if any
additional information is required.
Norman Crighton
Chairman
5 August 2022
INVESTMENT MANAGER'S REPORT
Overview
Income Performance & NAV % Total Return
RM Funds is pleased with the Company's continued positive performance in the
Period, in which the portfolio delivered a steady net interest income with two
further dividends declared and paid in the Period totalling 3.25 pence per
Ordinary Share. Overall, since inception there have been 21 distributions
totalling 32.35 pence per Ordinary Share to Shareholders.
The NAV % Total Return for the period was 2.68%. Whilst slightly behind the
Company's target, the portfolio's performance versus the observable credit
peer group is favourable, as outlined below:
NAV % Total Return
YTD ITD
RM Infrastructure Income NAV 2.68 34.22
RM Infrastructure Income Share Price TR -1.06 28.23
S&P European Leveraged Loan Index -7.62 8.73
MarkIT iBoxx EUR Liquid High Yield TRI -13.40 0.21
Since IPO in December 2016 the Markit iBoxx EUR liquid High Yield Total Return
has been broadly flat with the index down YTD -13.4%. The S&P European
Leverage Loan index has fared better, however is still down -7.62% YTD and up
8.73% since December 2016. Set against this, the Share Price Total Return %
and NAV Total Return % for RMII has been materially better than these
comparables.
Share Price
The Company's share price has pulled back from 95.00 pence to 90.75 pence at
the Period end. Again, as shown in the table above, when set against the
performance of other fixed income funds this we believe is satisfactory. The
share price discount has remained relatively stable moving from -0.89% at year
end to -3.13% as of 30 June 2022, with no buybacks conducted during the
Period.
The target remains to continue to reduce this discount and return to a share
price premium to NAV. Overall, the share price/discount trend is supportive
that this will happen when fixed income markets start to firm up a little and
capital starts to flow back into the space.
Sustainability and Impact Framework
Sustainability and ESG are at the heart of the RM Fund's investment process.
The Investment Manager incorporates comprehensive ESG screening for each
transaction in addition to the independent Impact Reporting Score and
targeting sustainability linked lending.
The Good Economy, a leading social advisory firm, has been engaged by the
Company to provide an independent assessment on the ESG and Impact outcomes of
the portfolio. They conducted a scoring of the portfolio during H1 2021 and
released their first impact report during April 2022. The key findings were
as follows:
· Portfolio alignment with RMII impact objectives has increased by 4%
in the last 12 months above the baseline alignment figure of 46%.
· The average Impact Score across the portfolio for only those
investments which align to RMII's impact objectives is 42.56, which will
provide a baseline against which to measure progress in future reporting
cycles.
· RMII's current portfolio of loans is estimated to support
approximately 1,115 jobs. The majority of these are in the construction
industry.
· RMII continues to be more regionally distributed than the average
private debt fund, with 99% of the value of live loans in the UK being
invested outside of London compared to the industry average of 65%
Investment Manager aligned with Shareholder interest
RM Funds purchased 25,000 Ordinary Shares in the Company during the Period.
This takes the direct investment in the Company to 1,291,625. The Investment
Manager continues to believe this is the best way of demonstrating its
alignment with the interests of other Shareholders. Since the Period end RM
Funds have acquired a further 12,500 Ordinary Shares, taking the Investment
Manager's total holding of Ordinary Shares to 1,304,125.
Market environment
Quantitative easing compressed spreads in liquid bonds as central bank buying
combined with cheap money meant that in the search for yield investors
purchased many names indiscriminately and taking substantial duration and
credit exposures. This risk /reward profile in traditional corporate bond
funds seemed unattractive to RM Funds. The recent reversal in credit spreads
and underlying government bond yields has been swift and regardless of whether
there is a recession or not, credit now offers attractive opportunities. For
private credit, all in yields and borrower cost of funds are rising to reflect
tighter credit conditions. This is a good thing for investors seeking to
allocate to the sector as this lender led market allows for continued
strengthening of covenant and security packages combined with higher returns.
A year ago, in the 2021 Interim Report we noted that "the yield on the 10-year
UK government bond rose during the period from circa 30bps to 85bps. Whilst
this is a material move given the initial starting point as the yield has more
than doubled the current 85bps yield level is still extremely low by historic
standards. There are therefore clear risks to government bonds, investment
grade and high yield prices should these government benchmark yields move
materially higher".
Within the investment team at RM Funds this has therefore been our base case
scenario outcome for several years and hence the focus on short-dated
maturities and high yielding well covenanted loans. UK Government 10-year
yields are at 2.2% at the Period end leading to price declines in the "risk
free" 10-year UK Government bonds of circa 15% since the last half yearly
report was released. This higher UK government yield curve combined with wider
credit spreads has led to meaningful price reductions across corporate bonds.
Portfolio Update
As at the Period end, the capital available for investment was largely fully
deployed and the average yield on investments was 8.73%, this has increased by
30bps since the year ended 31 December 2021 and reflects the yield widening
during the Period. The portfolio remains well diversified with 35 investments
across 12 sectors. RM Funds continues to believe that the CBILS and the
Recovery Loan Scheme, UK Government partial guarantee also offers a material
credit enhancement for the portfolio.
RM Funds continue to be able to originate a strong pipeline of transactions
and the constraining factor is the availability of capital due to the share
price discount to NAV. Should this change, the Investment Manager is well
placed to be able to swiftly deploy further capital.
Overall, income generation of £5.25m was similar to the first half of 2021
(£5.3m H1 2021), split between cash pay and Payment in Kind ("PIK") 85%/15%
which is up from 79%/21% during the same period last year. For the Period,
there were nine drawdowns to existing facilities, five new investments, six
partial repayments and three full repayments which again further demonstrate
the successful execution of the business strategy as the Company makes loans,
receives interest from borrowers and continues to get repaid.
The portfolio NAV was circa 50% invested into the focus sectors of Social
& Environmental which is expected to increase to over 60% by year end as
several vintage loans are expected to be repaid over the remainder of the year
having now come out of their non-call period and are relatively expensive
capital for our borrowers.
As at 31 December 2021 there were three loans which were under enhanced
monitoring by the investment team and at the end of the Period this still
remains the case. The key developments during the Period for each of these
loans are detailed below:
1. Trent Capital (Loan Reference 62 & 63)
Overview: This loan is to a company focused on the manufacture of zero carbon
home heating products: air source heat pumps and electric boilers. It is
estimated that 31% of UK carbon reduction comes from domestic heating and hot
water and RM sees the support of these businesses operating in this sector as
key to meeting carbon reduction targets. This loan also has a property
portfolio providing significant additional collateral. The total market value
exposure is currently 4.15% of Company net assets.
Update: The loan balance has reduced by £392,900 during the Period due to a
partial refinancing of the secured assets. Realising the secured collateral is
expected to accelerate in H2 as marketing of the secured properties is well
underway. Underlying business performance of the operating entity has been
robust in the Period with a material increase in gross margin observed.
Operating costs have been reduced over recent months which will lead to
material improvements in credit metrics over the remainder of the year,
allowing further deleveraging of the exposure. The Company also has an equity
position in Trent, currently valued at zero.
2. Hotel development & contractor, Glasgow (Loan References 58, 79,
80 & 92)
Overview: This hotel was scheduled to open in June 2022 and is to be operated
by Virgin Hotels under a 35-year Hotel Management Agreement. The total market
value exposure that is correlated to the outcome of this asset is currently
10.38% of Company net assets.
Update: Well documented global supply chain issues have delayed practical
completion from June 2022 to October 2022. This has led to increased cost
overrun on the project which is currently being addressed by the lending
group. To reflect the increase in risk of this project, the credit provisions
have been increased over the Period. Most of the exposure has been funded by
CBILS or RLS loans and to date the loans have been marked lower to reflect the
delayed opening date. Consequently, the downside exposure from current marks
is limited given the partial government guarantee provided by such CBILS/RLS
facilities.
3. Purpose Built Student Accommodation ("PBSA"), Coventry (Loan
reference 68)
Overview: This asset is wholly owned by RMII and has had delays becoming
income generative due to issues obtaining recommissioning approval from the
fire department. These issues largely relate to the works conducted by the
original scheme architect and main contractor and are being addressed so that
students can take occupation of the building.
Update: a substantial works programme has been undertaken over recent months
to assess why the current cladding and building is non-compliant and to
appoint contractors and consultants to ensure compliance. Work is progressing
with a view to being open during the 2022/2023 academic year. Concurrent to
this work stream a legal claim is being progressed with a view to obtaining
payment for these works from the original scheme contractors.
Construction assets
Overall construction funding accounts for 16.39% of gross assets. RM Funds has
successfully originated several aged care construction facilities. A lack of
bank funding has offered opportunities for specialist lenders such as RMII to
structure high quality loans with excellent risk adjusted returns. One aged
care home construction project has reached practical completion during the
Period and a second is due to reach practical completion shortly. A third aged
care home is about to start the construction cycle with the loan document
being recently executed.
The other material construction asset is the hotel development as described
above which is expected to reach completion during the second half of 2022.
Outlook
Whilst the markets are volatile with inflation and rises in interest rates
dominating investors thoughts, the actual outlook for investors seeking
corporate bond exposure is now better than it has been for many years.
Quantitative Easing and the movement to Quantitative Tapering combined with a
shift in interest rate expectations have led to a significant movement in
prices such that credit and interest rate risks are beginning to be priced
more appropriately by the public markets. Benchmark names are trading at multi
year elevated yield levels thus offering real value. Importantly private
credit prices over public credit curves and therefore we are expecting to see
RMII portfolio yields continue to rise as new capital is deployed with higher
coupons. RM expect to see continued higher pricing over the coming months
leading to increased coupons and thus RM think this environment is an
excellent one to be allocating capital to bespoke loans. Our focus for the
deployment of these new loans remains on linking coupons to SONIA or Bank of
England base rate and working with borrowers that can pass through
inflationary cost pressures within their business.
RM Capital Markets Limited
5 August 2022
INTERIM MANAGEMENT REPORT
The Directors are required to provide an Interim Management Report in
accordance with the Financial Conduct Authority ("FCA") Disclosure Guidance
and Transparency Rules ("DTR"). The Chair's Statement and the Investment
Manager's Report in this half-yearly report provide details of the important
events which have occurred during the Period and their impact on the financial
statements. The following statements on related party transactions, going
concern and the Directors' Responsibility Statement, together, constitute the
Interim Management Report for the Company for the six months ended 30 June
2022. The outlook for the Company for the remaining six months of the year
ending 31 December 2022 is discussed in the Chair's Statement and the
Investment Manager's Report.
Principal and emerging risks and uncertainties
The Board has a dynamic risk management register in place to help identify
principal and emerging risks in the business and oversee the effectiveness of
internal controls and processes. The principal and emerging risks and
uncertainties facing the Company are as follows:
· Market risk;
· Liquidity risk;
· Risks associated with meeting the Company's investment objective or
target dividend yield of 6.5%;
· Financial risk including leverage and borrowing risk;
· Regulatory risk and internal controls risk;
• The ongoing impact of the global pandemic; and
• The increasing geopolitical tensions in the region.
Emerging risks are considered by the Board at its quarterly meetings and by
the Audit and Management Engagement Committee as part of its risk management
and internal control review. 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.
A detailed explanation of the principal and emerging risks and uncertainties
to the Company are detailed in the Company's most recent Annual Report for the
year ended 31 December 2021, published on 21 April 2022, which can be found 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
Board is of the opinion that these principal and emerging risks are equally
applicable to the remaining six months of the financial year as they were to
the six months being reported on.
Since the publication of the 2021 Annual Report and Accounts, there continues
to be increased risk levels within the global economy posed by the secondary
effects of the Covid-19 pandemic and the war in Ukraine. The Board has
considered the impact of the continued uncertainty on the Company's investment
objectives, portfolio and stakeholders and, continues to monitor the situation
closely to both assess and mitigate any impact.
The Investment Manager and other key service providers provide periodic
reports to the Board on operational resilience. The Board is satisfied that
the key service providers have the ability to continue their operations
efficiently a hybrid working environment.
Related party transactions
The Company's Investment Manager, RM Capital Markets Limited is considered a
related party under the Listing Rules. Details of the amounts paid to the
Company's Investment Manager and the Directors during the Period are detailed
in the Notes to the Financial Statements.
Going concern
The Directors have adopted the going concern basis in preparing the financial
statements. The following is a summary of the Directors' assessment of the
going concern status of the Company.
The Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for at least twelve months from
the date of this document. In reaching this conclusion, the Directors have
considered the Company's portfolio of loan investments of £126.5 million (30
June 2021: £123.3 million; 31 December 2021: £126.7 million) as well as its
income and expense flows and the cash position of £0.7 million (30 June 2021:
£4.2 million; 31 December 2021: £3.3 million). The Company's net assets at
30 June 2022 were £110.4 million (30 June 2021: £112.3 million; 31 December
2021: £111.3 million). The total expenses (excluding finance costs and
taxation) for the period ended 30 June 2022 were £1.1 million (30 June 2021:
£1.0 million; 31 December 2021: £2.6 million). At the date of approval of
this document, based on the aggregate of investments and cash held, the
Company has substantial operating expenses cover.
As part of their assessment, the Directors have fully considered each of the
Company's loans, giving careful consideration to the consequences for the
Company of continuing uncertainties in the global economy. Income obligations
have been met by borrowers and there is a diverse portfolio of Loan
investments; Directors see an increase in the risk to the income from the
Company loans within the portfolio as the outlook is uncertain. However, these
loans have a number of specific lender protections (such as loan to value
covenants and cashflow or earnings covenants) which are being monitored.
Given the level of market volatility experienced due to the ongoing impact of
the Covid-19 pandemic, the Investment Manager has performed stress tests on
the Company's income and expenses and the Directors remain comfortable with
the liquidity of the Company. As part of their assessment, the Board have
fully considered and assessed the Company's portfolio of investments, giving
careful consideration to the consequences for the Company of continuing
uncertainties in the global economy. The Russian invasion of Ukraine and the
ongoing Covid-19 pandemic have created significant supply chain disruption,
exacerbating inflationary pressures worldwide. A prolonged and deep market
decline could lead to falling values to the underlying business or
interruptions to cashflow, however the Company currently has more than
sufficient liquidity available to meet any future obligations.
Statement of Directors' responsibility for the Interim Report
The Directors confirm to the best of their knowledge that:
· The condensed set of financial statements contained within the
Half-yearly report has been prepared in accordance with IAS 34 Interim
Financial Reporting.
· The Interim Management Report includes a fair review of the
information required by 4.2.7R and 4.2.8R of the FCA's Disclosure Guidance and
Transparency Rules.
Norman Crighton
Chairman
For and on behalf of the Board of directors
5 August 2022
Condensed unaudited Statement of Comprehensive Income
For the six months ended 30 June 2022
Six months ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021*
Revenue Capital Total Revenue Capital Total Revenue Capital Total
NOTES £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
(Losses)/gains on investments - (929) (929) - 2,310 2,310 - 1,263 1,263
Income 4 5,446 - 5,446 5,311 - 5,311 11,164 - 11,164
Investment management fee 5 (490) - (490) (517) - (517) (1,013) - (1,013)
Other expenses 5 (612) - (612) (523) (36) (559) (1,598) - (1,598)
Return before finance costs and taxation 4,344 (929) 3,415 4,271 2,274 6,545 8,553 1,263 9,816
Finance costs (431) - (431) (373) - (373) (797) - (797)
Return on ordinary activities before taxation 3,813 (929) 2,984 3,898 2,274 6,172 7,756 1,263 9,019
Taxation 6 (15) - (15) (4) 4 - (14) - (14)
Return on ordinary activities after taxation 3,898 (929) 2,969 3,894 2,278 6,172 7,742 1,263 9,005
Return per ordinary share (pence) 8 3.31p (0.79p) 2.52p 3.30p 1.93p 5.23p 6.56p 1.07p 7.63p
*Audited
The total column of this statement is the profit and loss account of the
Company.
All the revenue and capital items in the above statement derive from
continuing operations.
'Return on ordinary activities after taxation' is also the 'Total
comprehensive income for the Period'.
The notes in the Interim Report form an integral part of these financial
statements.
Condensed unaudited Statement of Financial Position
As at 30 June 2022 As at 30 June 2021 As at 31 December 2021*
Notes £'000 £'000 £'000
Fixed assets
Investments at fair value through profit or loss 3 126,460 123,347 126,674
Current assets
Cash and cash equivalents 690 4,176 3,310
Receivables 3,187 3,405 2,684
3,877 7,581 5,994
Payables: amounts falling due within one year
Payables (1,707) (6,159) (1,847)
Bank loan - Credit facility (18,241) (12,421) (19,571)
(19,948) (18,580) (21,418)
Net current liabilities (16,071) (10,999) (15,424)
Total assets less current liabilities 110,389 112,348 111,250
Net assets 110,389 112,348 111,250
Capital and reserves: equity
Share capital 7 1,178 1,179 1,178
Share premium 70,168 70,167 70,168
Special reserve 44,813 44,910 44,813
Capital reserve (9,078) (7,134) (8,149)
Revenue reserve 3,308 3,226 3,240
Total shareholders' funds 110,389 112,348 111,250
NAV per share - Ordinary Shares (pence) 9 93.68p 95.25p 94.41p
*Audited
Approved by the Board of Directors and authorised for issue on 5 August 2022.
RM Infrastructure Income plc incorporated in England and Wales with registered
number 10449530.
The notes in the Interim Report form an integral part of these financial
statements.
Condensed unaudited Statement of Changes in Equity
For the six months ended 30 June 2022
Share capital Share premium Special reserve Capital reserve Revenue reserve Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Balance as at beginning of the period 1,178 70,168 44,813 (8,149) 3,240 111,250
Return on ordinary activities - - - (929) 3,898 2,969
Redemption of shares 7 - - - - - -
Share buyback costs - - - - - -
Dividend paid 10 - - - - (3,830) (3,830)
Balance as at 30 June 2022 1,178 70,168 44,813 (9,078) 3,308 110,389
For the six months ended 30 June 2021
Share capital Share premium Special reserve Capital reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at beginning of the period 1,184 70,168 45,277 (9,412) 3,167 110,384
Return on ordinary activities - - - 2,278 3,894 6,172
Redemption of shares 7 (5) 5 (367) - - (367)
Share buyback costs - (6) - - - (6)
Dividend paid 10 - - - - (3,835) (3,835)
Balance as at 30 June 2021 1,179 70,167 44,910 (7,134) 3,226 112,348
For the year ended 31 December 2021*
Share capital Share premium Special reserve Capital reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at beginning of the year 1,184 70,168 45,277 (9,412) 3,167 110,384
Return on ordinary activities - - - 1,263 7,742 9,005
Buy back of shares 7 (6) 6 (464) - - (464)
Shares buy back costs - (6) - - - (6)
Dividend paid 10 - - - - (7,669) (7,669)
Balance as at 31 December 2021 1,178 70,168 44,813 (8,149) 3,240 111,250
*Audited
Distributable reserves comprise: the revenue reserve; capital reserve
attributable to realised profits; and the special reserve.
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 in the Interim Report form an integral part of these financial
statements.
Condensed unaudited Statement of Cash Flows
For the six months ended 30 June 2022
Six months ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021*
£'000 £'000 £'000
Operating activities
Return on ordinary activities before finance costs and taxation** 3,415 6,545 9,816
Adjustment for losses/(gains) on investments 720 (2,310) (823)
Adjustment to amortisation costs - - 114
(Increase)/decrease in receivables (503) (237) 484
Decrease in payables (155) (320) (812)
PIK adjustments to the operating cash flow (1,310) (1,306) (2,539)
Net cash flow from operating activities 2,167 2,372 6,240
Investing activities
Private loan repayments/ bonds sales proceeds 13,455 37,816 56,292
Private loans issued/ bonds purchases (12,651) (30,583) (44,582)
Realisation of investment in subsidiary - non cash adjustment - - 50
Purchase of equity investments - (5,100) (5,100)
Net cash flow from investing activities 804 2,133 6,660
Financing activities
Finance costs (431) (260) (684)
Zero Dividend Preference Shares ('ZDP') loan principal - 10,870 -
ZDP loan interest payable - 1,186 -
ZDP loan principal and accumulated interest paid - (12,056) (12,056)
Ordinary Share bought back 7 - (367) (464)
Ordinary Share buyback costs - (6) (6)
Oaknorth loan facility drawdown 5,670 18,521 30,071
Oaknorth loan facility repaid (7,000) (16,600) (21,000)
Equity dividends paid 10 (3,830) (3,835) (7,669)
Net cash flow used in financing activities (5,591) (2,547) (11,808)
(Decrease)/Increase in cash (2,620) 1,958 1,092
Opening balance at beginning of the period/year 3,310 2,218 2,218
Balance as at the period/year end 690 4,176 3,310
*Audited
** Cash inflow from interest on investment holdings was £3,650,000 (30 June
2021: £3,352,000; 31 December 2021: £9,561,000).
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's investment objective is to generate attractive and regular
dividends through investment in secured debt instruments of UK SMEs and
mid-market corporates including any loan, promissory notes, lease, bond or
preference share sourced or originated by the Investment Manager with a degree
of inflation protection through index-linked returns where appropriate.
The registered office is 6(th) Floor, 125 London Wall, Barbican, London EC2Y
5AS.
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
Statement of compliance
The interim unaudited financial statements have been prepared in accordance
with IAS 34 Interim Financial Reporting and the Disclosure Guidance and
Transparency Rules ('DTRs') of the UK's Financial Conduct Authority. They do
not include all of the information required for full annual financial
statements and should be read in conjunction with the financial statements of
the Company as at and for the year ended 31 December 2021. The financial
statements for the year ended 31 December 2021 have been prepared in
accordance with the UK adopted international accounting standards. The
financial information for the year ended 31 December 2021 in the interim
unaudited financial statements has been extracted from the audited Annual
Report and Accounts.
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 April 2021 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.
Going concern
The Directors have adopted the going concern basis in preparing the financial
statements. Details of the Directors
assessment of the going concern status of the Company, which considered the
adequacy of the Company's resources and the impacts of the ongoing Covid-19
pandemic and the Russian invasion of Ukraine, are given in the Interim Report.
Accounting policies
The accounting policies used by the Company in preparing these interim
unaudited financial statements are the same as those applied by the Company in
its financial statements as at and for the year ended 31 December 2021.
3. INVESTMENT AT FAIR VALUE THROUGH PROFIT OR LOSS
Six months ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
£'000 £'000 £'000
Financial assets held:
Equity investments 3,593 5,100 3,600
Bond investments 6,891 2,695 7,346
Private loan investments 115,976 115,552 115,728
126,460 123,347 126,674
4. INCOME
Six months ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
£'000 £'000 £'000
Income from investments
Bond and loan interest 3,913 3,814 8,581
Bond and loan PIK interest 1,494 1,307 2,277
Arrangement fees 22 31 102
Delayed Compensation fees received - - 19
Other income 17 159 185
Total 5,446 5,311 11,164
5. INVESTMENT MANAGEMENT FEE AND OTHER EXPENSES
Six months ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
£'000 £'000 £'000
Expenses charged to revenue:
Investment management fees 490 517 1,013
Other administration charges 612 523 1,598
Total revenue expenses 1,102 1,040 2,611
Expenses charged to capital:
Capital transaction costs - 36 -
Total capital expenses - 36 -
The Company's Investment Manager is RM Capital Markets Limited. Under the
amended Investment Management Agreement, effective 1 April 2020, the
Investment Manager is entitled to receive a management fee payable monthly in
arrears or as soon as practicable after the end of each calendar month an
amount one-twelfth of:
(a) 0.875 per cent. of the prevailing NAV in the event that the prevailing NAV
is up to or equal to £250 million; or
(b) 0.800 per cent. of the prevailing NAV in the event that the prevailing NAV
is above £250 million but less than £500 million; or
(c) 0.750 per cent. of the prevailing NAV in the event that the prevailing NAV
is above £500 million.
The management fee shall be payable in sterling on a pro-rata basis in respect
of any period which is less than a complete calendar month.
There is no performance fee payable to the Investment Manager.
6. TAXATION
Six months ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Analysis of tax charge / (credit)
for the period/year:
Corporation tax 15 - 15 4 (4) - 14 - 14
Total current tax charge/(credit) 15 - 15 4 (4) - 14 - 14
7. SHARE CAPITAL
As at 30 June 2022 As at 30 June 2021 As at 31 December 2021
No. of Shares £'000 No. of Shares £'000 No. of Shares £'000
Allotted, issued & fully paid:
Ordinary shares of 1p 117,840,988 1,178 117,944,782 1,179 117,840,988 1,178
At the period end, the Company has 117,840,988 (30 June 2021: 117,944,782; 31
December 2021: 117,840,988) Ordinary Shares in issue with voting rights and
4,383,593 (30 June 2021: 4,279,799; 31 December 2021: 4,383,593) Ordinary
Shares held in Treasury.
Share movement
The table below sets out the share movement for the six months ended 30 June
2022.
Opening balance Shares issued Shares bought back Shares in issue at
30 June 2022
Ordinary Shares 117,840,988 - - 117,840,988
The table below sets out the share movement for the six months ended 30 June
2021.
Opening balance Shares issued Shares bought back Shares in issue at
30 June 2021
Ordinary Shares 118,364,282 - (419,500) 117,944,782
The table below sets out the share movement for the year ended 31 December
2021.
Opening balance Shares issued Shares bought back Shares in issue at
31 December 2021
Ordinary Shares 118,364,282 - (523,294) 117,840,988
8. RETURN PER ORDINARY SHARE
Total return per Ordinary Share is based on the gain on ordinary activities
after taxation of £2,969,000 (30 June 2021: gain of £6,172,000; 31 December
2021: gain of £9,005,000).
Based on the weighted average of number of 117,840,988 (30 June 2021:
118,014,265; 31 December 2021: 117,976,668) Ordinary Shares in issue for the
six months ended 30 June 2022, the returns per share were as follows:
Six months ended 30 June 2022 Six months ended 30 June 2021
Revenue Capital Total Revenue Capital Total
Return per ordinary share 3.31p (0.79p) 2.52p 3.30p 1.93p 5.23p
Year ended 31 December 2021
Revenue Capital Total
Return per ordinary share 6.56p 1.07p 7.63p
9. NET ASSET VALUE PER SHARE
The net asset value per share is based on Company's total shareholders' funds
of £110,389,000 (30 June 2021: £112,348,000; 31 December 2021:
£112,750,000), and on 117,840,988 (30 June 2021: 117,944,782; 31 December
2021: 117,840,988) Ordinary Shares in issue at the period/year end.
10. DIVIDEND
On the 3 March 2022, the Directors approved the payment of a final interim
dividend for year ended 31 December 2021 to Ordinary Shareholders at the rate
of 1.625 pence per Ordinary Share. The dividend had a record date of 4 March
2022 and was paid on 25 March 2022. The dividend was funded from the Company's
revenue reserve.
On 25 May 2022, the Directors approved the payment of an interim dividend at
the rate of 1.625 pence per Ordinary Share. The dividend had a record date of
6 June 2022 and was paid on 24 June 2022. The dividend was funded from the
Company's revenue reserve.
On 2 August 2022, the Directors approved the payment of an interim dividend at
the rate of 1.625 pence per Ordinary Share. The dividend will have a record
date of 2 September 2022 and will be payable on 30 September 2022. The
dividend will be funded from the Company's revenue reserve.
11. RELATED PARTY TRANSACTION
Fees payable to the Investment Manager are shown in the Statement of
Comprehensive Income. As at 30 June 2022 the fee outstanding to the Investment
Manager was £80,000 (30 June 2021: £82,000; 31 December 2021: £84,000).
Fees are payable at an annual rate of £36,000 to the Chair, £33,000 to the
Chair of the Audit and Management Engagement Committee and £30,000 to the
other Director.
The Directors had the following shareholdings in the Company, all of which are
beneficially owned.
As at 30 June 2022 As at 30 June 2021 As at 31 December 2021
Ordinary shares Ordinary shares Ordinary shares
Norman Crighton 29,982 29,982 29,928
Guy Heald 20,000 20,000 20,000
Marlene Wood 20,000 20,000 20,000
12. 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
Inputs are quoted prices in active markets for identical assets or liabilities
that the entity can access at the measurement date.
Level 2
Inputs other than quoted market prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly.
Level 3
Inputs are unobservable for the asset or liability.
The classification of the Company's investments held at fair value through
profit or loss is detailed in the table below:
30 June 2022 30 June 2021
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 - 6,891 - 6,891 - 13,528 - 13,528
Financial assets - Private loans - - 115,976 115,976 - - 109,819 109,819
Financial assets - Equity investment - - 3,593 3,539 - - - -
Forward contract unrealised loss - (66) - (66) - - -
Net financial assets (including forwards)* - 6,825 119,569 126,394 - 13,528 109,819 123,347
*The net unrealised loss of £66,300 (30 June 2021: £nil) on forwards is
recognised within other creditors in the Statement of Financial Position.
31 December 2021
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Financial assets:
Financial assets - Private loans and bonds - 7,346 - 7,346
Financial assets - Private loans - - 115,728 115,728
Financial assets - Equity Investments - - 3,600 3,600
Forward contract unrealised gain - 137 - 137
Net financial assets (including forwards)* - 7,483 119,328 126,811
*The net unrealised gain of £136,729 on forwards is recognised within other
debtors in the Statement of Financial Position.
As at 30 June 2022, the fair value of the Company's loans is materially equal
to the carrying value.
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.
Interest rates are a significant input into the Level 3 valuation methodology.
There have been no movements between levels during the reporting period. The
Company considers factors that may necessitate the transfers between levels
using the definition of the levels 1, 2 and 3 above.
13. POST BALANCE SHEET EVENTS
Since the Period end the Investment Manager has acquired a further 12,500
Ordinary Shares, taking the Investment Manager's total holding of Ordinary
Shares to 1,304,125.
There are no other post period end events other than those disclosed in this
report.
14. STATUS OF THIS REPORT
These interim financial statements are not the Company's statutory accounts
for the purposes of section 434 of the Companies Act 2006. They are unaudited.
The unaudited Half-yearly report will be made available to the public at the
registered office of the Company. The report will also be available in
electronic format on the Company's website, https://rm-funds.co.uk/
(https://rm-funds.co.uk/) . The information for the year ended 31 December
2021 has been extracted from the last published audited financial statements,
unless otherwise stated. The audited financial statement has been delivered to
the Registrar of Companies. The Company's auditor reported on those accounts
and their report was unqualified, did not draw attention to any matters by way
of emphasis and did not contain a statement under sections 498(2) or 498(3) of
the Companies Act 2006. The Half-yearly report was approved by the Board of
Directors on 5 August 2022.
ALTERNATIVE PERFORMANCE MEASURES ('APMS')
Gross asset
The Company's gross assets comprise the net asset values of the Company's
Ordinary Shares and the bank loan-credit facility, with the breakdown as
follows:
As at 30 June 2022 £'000 Per Share (Pence)
Ordinary Shares - NAV a 110,389 93.68
Bank Loan-Credit facility b 18,241 -
Gross asset value a+b 128,630 n/a
Discount
The amount, expressed as a percentage, by which the share price is less than
the Net Asset Value per share.
As at 30 June 2022 Per Share (Pence)
NAV per Ordinary Share (pence) a 93.68
Share price (pence) b 90.75
Discount (b/a)-1 -3.1%
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 30 June 2022 NAV Share Price
Opening at 1 January 2022 (pence) a 94.41 95.00
Closing at 30 June 2022 (pence) b 93.68 90.75
Dividend adjustment factor c 1.0348 1.0357
Adjusted closing (d = b x c) d 96.94 93.99
Total return (d/a)-1 2.68% -1.06%
GLOSSARY
AIC Association of Investment Companies
Alternative Investment Fund or "AIF" An investment vehicle under AIFMD. Under AIFMD (see below) the Company is
classified as an AIF.
Alternative Investment Fund Managers Directive or "AIFMD" A European Union directive which came into force on 22 July 2013 and has been
implemented in the UK.
Annual General Meeting or "AGM" A meeting held once a year which Shareholders can attend and where they can
vote on resolutions to be put forward at the meeting and ask directors
questions about the Company in which they are invested.
C Shares C Shares of 10 pence each in the capital of the Company.
CTA 2010 Corporation Tax Act 2010.
Custodian An entity that is appointed to safeguard a company's assets.
Discount The amount, expressed as a percentage, by which the share price is less than
the net asset value per share.
Dividend Income receivable from an investment in shares.
Ex-dividend date The date from which you are not entitled to receive a dividend which has been
declared and is due to be paid to Shareholders.
Financial Conduct Authority or "FCA" The independent body that regulates the financial services industry in the UK.
Gearing A way to magnify income and capital returns, but which can also magnify
losses. A bank loan is a common method of gearing.
Index A basket of stocks which is considered to replicate a particular stock market
or sector.
Investment company A company formed to invest in a diversified portfolio of assets.
Investment Trust An investment company which is based in the UK and which meets certain tax
conditions which enables it to be exempt from UK corporation tax on its
capital gains. The Company is an investment trust.
Leverage An alternative word for "Gearing".
Under AIFMD, leverage is any method by which the exposure of an AIF is
increased through borrowing of cash or securities or leverage embedded in
derivative positions.
Under AIFMD, leverage is broadly similar to gearing, but is expressed as a
ratio between the assets (excluding borrowings) and the net assets (after
taking account of borrowing). Under the gross method, exposure represents the
sum of the Company's positions after deduction of cash balances, without
taking account of any hedging or netting arrangements. Under the commitment
method, exposure is calculated without the deduction of cash balances and
after certain hedging and netting positions are offset against each other.
Liquidity The extent to which investments can be sold at short notice.
Loans or Secured Debt Instruments Secured debt instruments of UK SMEs and mid-market corporates and/or
individuals including any loan, promissory notes, lease, bond, or preference
share such debt instruments.
Net assets An investment company's assets less its liabilities
Net asset value (NAV) per Ordinary Share Net assets divided by the number of Ordinary Shares in issue (excluding any
shares held in treasury)
Ordinary Shares The Company's Ordinary Shares of 1 pence each in the capital of the Company.
Portfolio A collection of different investments held in order to deliver returns to
Shareholders and to spread risk.
Share buyback A purchase of a company's own shares. Shares can either be bought back for
cancellation or held in treasury.
Share price The price of a share as determined by a relevant stock market.
Treasury shares A company's own shares which are available to be sold by a company to raise
funds.
Volatility A measure of how much a share moves up and down in price over a period of
time.
DIRECTORS, INVESTMENT MANAGER AND ADVISERS
DIRECTORS INVESTMENT MANAGER
Norman Crighton (Non-Executive Chair) RM Capital Markets Limited
Guy Heald 4th Floor, 7 Castle Street,
Marlene Wood Edinburgh
EH2 3AH
JOINT BROKER REGISTERED OFFICE*
Singer Capital Markets Advisory LLP 6(th) Floor
1 Bartholomew Lane 125 London Wall
London London
EC2N 2AX EC2Y 5AS
JOINT BROKER ADMINISTRATOR AND COMPANY SECRETARY
Peel Hunt LLP Sanne Fund Services (UK) Limited
100 Liverpool Street 6(th) Floor
London 125 London Wall
EC2M 2AT London
EC2Y 5AS
CUSTODIAN AUDITORS
US Bank Global Corporate Trust Services Ernst & Young LLP
125 Old Broad Street 25 Churchill Place
London Canary Wharf
EC2N 1AR London
E14 5EY
AIFM Legal advisers
Sanne Fund Management (Guernsey) Limited Sarnia House Gowling WLG (UK) LLP
Le Truchot 4 More London Riverside
St Peter Port London
Guernsey SE1 2AU
GY1 4NA
REGISTRAR VALUATION AGENT
Link Asset Services Mazars LLP
Central Square Tower Bridge House
29 Wellington Street Katherine's Way
Leeds London
LS1 4DL E1W 1DD
* Registered in England and Wales No. 10449530
For further information contact:
Sanne Fund Services (UK) Limited
Tel: 020 3327 9270
END
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