REG - Sancus Lending Group - Final Results for the year ended 31 December 2023
28/06/2024 15:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240628:nRSb4261Ua&default-theme=true
RNS Number : 4261U Sancus Lending Group Limited 28 June 2024
The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation (EU) No.
596/2014 as amended by The Market Abuse (Amendment) (EU Exit) Regulations
2019. The person responsible for making this announcement on behalf of the
Company is Rory Mepham.
Sancus Lending Group Limited
("Sancus", the "Company" or "Group")
Final Results for the year ended 31 December 2023
28 June 2024
HIGHLIGHTS
Rory Mepham, Chief Executive Officer of Sancus Lending Group Limited,
commented:
"We remain committed to returning Sancus to profitable growth. During the
year we have continued to focus on getting our operating platform functioning
efficiently in our three core markets, the UK, Ireland and Channel Islands.
Our strategic focus is clear - to become a private credit and property
focussed asset and wealth manager - in which management, our shareholders and
funders have specific sectorial expertise and deal flow.
While we focus on credit quality and are on track to deliver our renewed
strategies our reported operating loss of £9.9m, includes an Expected Credit
Loss ("ECL") charge of £4.8 million predominantly against legacy loans
written in 2019 or before. The carrying cost of these historic loans and an
increased group borrowing cost accounted for the majority of the remainder of
the loss.
During the year our residential property credit business achieved a 23%
increase in pro-forma loans under management to £208m, including the impact
of a joint venture we announced with Hawk Lending Limited in December 2023.
This joint venture, in addition to strengthening our Channel Islands lending
position will also improve our access to family office wealth. We also saw
good growth in the Irish business.
The Sancus team remain committed to achieving the highest possible proceeds
from the "workout" of legacy loans and we anticipate completing the majority
of these workouts in 2024. We have had an encouraging start to the year.
In the 5 months to May 2024 we generated revenues of £6.3m (including our
share of the joint venture announced with Hawk Lending Limited). This
compares to £4.6m for the 5 months to 31 May 2023. Our pro-forma Assets
Under Management ("AUM") Is now £216m, a 7% increase on the equivalent
year-end position (£202m) and we have an encouraging business pipeline.
Although we expect to report an operating loss for the 6 months to 30 June
2024 we expect this will be substantially lower than the £3.8m operating loss
for the 6 months to 30 June 2023. While the immediate economic outlook for
the residential property market remains somewhat uncertain we are excited by
the potential of the teams that we have assembled in the UK, Ireland and
Channel Islands. We believe that these teams now have the platform from
which to deliver profitable growth and accelerate our strategic progress."
Financial Highlights
• Group revenue increased by 23% to £12.3m (2022: £10.0m)
• Operating losses of £9.9m (2022: loss £4.7m)
• An ECL charge of £4.8m compared to £0.4m charge in 2022, reflecting required
provisions against loans written by the previous management team
• Group PBT loss for the year of £9.1m (2022: loss £14.1m)
Operational Highlights
• Pro-forma loan book at year end £202m (2022: £169m), reflecting the impact
of the Hawk Lending Limited joint venture
• Geographic focus remains unchanged: Irish loan book grew by 67% to £32.9m
(2022: £19.7m), UK loan book largely flat at £63.0m (2022: £65.9m) with
Channel Islands benefitting from impact of Hawk Lending Limited joint venture
(pro-forma loan book of £103.1m vs £70.5m in 2022)
• New facilities written lower at £102m (2022: £122m), primarily reflecting
the UK property market (2023 loans written: £37m vs 2022: £84m). Irish loans
written up 153% at £46m
Strategic Highlights
• Completion of a joint venture with Hawk Lending Limited to form a new Jersey
based private credit and debt advisory business. The joint venture also
significantly enhances the Group's Channel Islands network of private wealth
relationships.
• Further strengthening of the Group's capital flexibility:
o Somerston purchased £3m of ZDP bonds held in treasury in April 2023
o Somerston also subscribed for £5m of preference shares in Sancus Lending (UK)
Limited, one of our subsidiaries, in April 2024
• The Group completed its withdrawal from Guernsey and Gibraltar in early 2023.
As part of our withdrawal from Guernsey finance and treasury functions were
provided by Carlton Management Services until March 2024. This contract has
now come to an end and relevant staff have now been employed by Sancus.
Current Trading
• Revenues of £6.3m in the 5 months to 31 May 2024 (including our share of the
Hawk Lending Limited joint venture) with all parts of the business reporting
revenue growth. This compares to revenue of £4.6m for the 5 months to 31
May 2023.
• Pro-forma AUM of £216m vs £202m as at 31 December 2023. The pipeline of new
business as we enter the 2nd half of the year is encouraging.
• Expectation of a materially lower operating loss for the 6 months to 30 June
2024 than for the 6 months to 30 June 2023 (£3.8m). Operating costs have
remained broadly flat on a like for like basis and there have been no material
changes/deteriorations year to date in credit quality.
The Company's complete annual report and accounts are now available on the
Company's website at www.sancus.com (https://www.sancus.com/) and will shortly
be posted to shareholders.
For further information, please contact:
Sancus Lending Group Limited +44 (0)1534 708 900
Rory Mepham
Keith Lawrence
Liberum (Nominated Adviser and Corporate Broker) +44 (0) 20 3100 2000
Lauren Kettle
Chris Clarke
William King
Instinctif Partners (PR Adviser) +44 (0)207 457 2020
Vivian Lai
Hannah Scott
Sanne Fund Services (Guernsey) Limited +44 (0)1481 755530
(Company Secretary)
Matt Falla
CHAIRMAN'S STATEMENT
Introduction
Our structured strategic change programme is now well advanced and our focus
throughout the year has been on actions that will position the Group for
profitable growth as a private credit and property focussed asset and wealth
manager. Demand for property private credit has been sporadic in our markets
of the UK, Ireland and Channel Islands but the residential development sectors
remains active. We believe that the highly selective policy of some
traditional lenders will present an opportunity to write good quality new
business.
Results and Strategic Progress
We reported a 23% growth in our revenue to £12.3m. The reported operating
loss of £9.9m primarily derives from further write-downs on historic loans
and associated carry costs as well as the increased interest cost of our group
borrowings. The management team is committed to returning the Group to
profitability and I am confident that their actions will achieve this goal. In
December 2023 we announced a joint venture with Hawk Lending Limited, which
will improve our positioning in the Channel Islands market and enhance our
access to the family office wealth markets. Operationally, we completed exits
from Guernsey and Gibraltar early in 2023 and we brought in-house the finance
and treasury functions previously provided by Carlton Management Services
under a service agreement.
Our People
Keith Lawrence has been appointed as the new Group Chief Financial Officer. As
announced on 10 January 2023 Emma Stubbs, our former CFO, left the business at
the end of March 2023 and Tracy Clarke acted as the Group's Interim Chief
Financial Officer until 31 March 2024 when Keith was appointed. I appreciate
the support and leadership provided by Tracy during this period but I am
delighted that Tracy has agreed to return as a non-executive director of the
Group.
Keith has over 30 years experience in the financial services industry. After
qualifying as a Chartered Accountant with KPMG Keith worked in investment
banking for 20 years, focussing primarily on financial services clients.
Prior to joining Sancus Keith was the CFO of an innovative private equity
backed residential construction business.
Capital Raise
In order to provide the Group with additional capital, £3m of ZDP shares held
in Treasury were sold to Somerston, the Group's largest shareholder and in
April 2024 Somerston subscribed for £5m of preference shares in Sancus
Lending UK Limited, one of our core subsidiaries.
Dividend and Shareholders
The Group remains engaged in the recovery programme and therefore does not
have the capacity to declare a dividend this year. The Board will revisit
this policy as soon as cash flow and profitability permit.
On behalf of the Board, I would like to thank shareholders for their continued
support and patience. Thanks to the continuing efforts of our team the Group
has made good progress this year. While the Board does not underestimate the
scale of the challenge ahead we believe we have the right strategy, systems
and personnel to return the business to profitability and growth.
I look forward to reporting positive developments in the coming year.
Steve Smith
Chairman
28 June 2024
CHIEF EXECUTIVE OFFICER'S REVIEW
Overview
Our priority focus is to achieve profitability. Since joining the business in
2021, the management team and I have been focused on getting our residential
property credit business operating efficiently across its core three markets
(the UK, Ireland and Channel Islands).
In parallel with seeking to make continuous improvements to the Sancus
property lending business and achieving profitability we now have a clear
strategic focus. Over the next five years we intend to transform into an
alternative asset manager, which focuses on private credit, property (equity
& debt) and other complementary alternative strategies in which the
management, our shareholders and funders have specific sectorial expertise and
deal flow.
As at the end of 2023, the Group had £202m((1))of AUM of which £120m has
been funded from private wealth markets in the Channel Islands. Over the
coming years we aim to widen our private wealth network in the Channel Islands
and to develop similar networks in the UK, Ireland and beyond. Additionally,
once the residential property credit business has achieved profitability we
will seek to diversify the operating platforms into complementary strategies.
A key element of the transformation to an asset manager will involve
transitioning to funding its current and planned lending activities on an
off-balance sheet basis. This is expected to be an iterative process with the
ultimate goal to be funded entirely off-balance sheet in the coming years.
Note (1): Pro-forma for effect of joint venture agreement announced on 5
December 2023 with HLL
Our Strategy
The business continues to prioritise achieving profitability through
delivering on the following strategic pillars as part of our transformation
into an asset and wealth manager:
1. Focusing on revenue growth
In 2023 we achieved a £2.3 million (23%) increase in revenue to £12.3m. Our
strong revenue growth during this period reflects our success in driving
increased fee income, with increased co-funder and exit fees more than
off-setting a decrease in transaction fees in 2023.
2. Achieving operating and cost efficiency
Our withdrawal from Guernsey and Gibraltar allows us to centralise most of our
operations in Jersey and the UK and focus on achieving greater operating
efficiency. Operating costs in the year amounted to £6.5m, £0.2m lower than
in 2022 (2022: £6.7m) despite inflationary pressures. We are committed to
achieving further expense savings and efficiency gains in future years.
3. Becoming a capital efficient business
Our disciplined capital management approach focuses on reducing the amount of
own capital within loans and driving down the cost of funding. To strengthen
our balance sheet, we continue to reduce our exposure to legacy loans. At the
end of 2023, our own capital represented 1.4% of the total loan book, in
comparison to 3.5% in 2022, helping us to improve the overall capital
efficiency of the business.
We also made significant progress in lowering our cost of funding during this
period, which we anticipate some of the benefits to be accrued in 2024 and
future years, including:
• Offshore facility: Under the terms of the HLL transaction we have arranged a
£25m facility to be provided by the Morton family with at an attractive cost
of funds.
• Loan notes: We continued to grow our Loan Note program. During the year total
Loan Note funding increased from £20.3m to £26.9m. The interest rate on
these loan notes is below the institutional funding line secured by the Group.
• Private Wealth Co-funders: At 31 December, co-funders provided £56.4m of
funding to us. We are committed to further enhancing our private wealth
co-funder proposition
As part of our transition to asset & wealth manager we continue to track
our AUM. During this period, we have achieved £40 million (23%) increase in
AUM to £202.1m on a pro-forma basis in 2023, partially due to completing a
joint venture with Hawk Lending Limited ("HLL" of "Hawk") in Jersey on 5
December 2023 whereby the newly formed company will manage the respective
loans books of Sancus Jersey and Hawk (further details about this agreement
can be found in the operational updates below). Jurisdictional progress of AUM
as follows:
• Pro-forma Channel Islands loan book as at 31 December 2023 was £103.1m (31
December 2022: £70.5m).
• Our Irish loan book grew by 67% to £32.9m and Irish fee income also increased
strongly to £2.2m in 2023 from £1.6m in 2022. We are excited about the
prospects for our Irish business.
• Given macro-economic uncertainties, we chose to carefully manage our UK growth
and our UK book remained broadly flat at £63.0m (31 December 2022: £65.9m).
We are committed to growing our UK business during 2024 and beyond.
The new facilities written this year (£102.3m vs £124.8min 2022), combined
with the anticipated benefits of the HLL joint venture, gives us confidence in
our ability to further increase our AUM in 2024.
Financial Summary
Group revenue increased by 23% year on year from £10.0m in 2022 to £12.3m in
2023 with the UK revenue up by 13% to £3.0m (2022: £2.7m) and Ireland up 40%
over the course of 2023 to £2.2m (2022: £1.5m). We are confident that our
HLL joint venture will allow us to drive Channel Islands revenue growth in the
future.
We have reported an operating loss of £9.9m for the year (2022: loss of
£4.7m). This primarily reflects £4.8m charge for ECL under IFRS9 (2022:
£0.4m), all of which was related to historic loans written. Operating costs
in the year amounted to £6.5m, £0.2m lower than in 2022 (2022: £6.7m)
despite inflationary pressures. We are targeting further operating savings
in 2024. This loss was also impacted by the cost of the group level
borrowings from our Bond and Zero Dividend Preference shares. In 2023 these
Group borrowing costs amounted to £2.9m (2002: £1.8m).
The Group's net assets have reduced in the year from £7.2m at 31 December
2022 to net liabilities of £2.0m as a result of the operating loss in the
year outlined above.
Group cash and cash equivalents was £5.0m at 31 December 2023 of which £1.6m
related to Group operational cash and £3.4m was within Sancus Loans
Limited.
Goodwill carried on the balance sheet as at 31 December 2023 was £nil vs
£14.3m as at 31 December 2022. The change in carrying value reflects the
transfer of the carrying value of our investment in Sancus Jersey following
the sale of the business' goodwill, business information, moveable assets,
records and third party rights to HLL in exchange for shares in HLL. This
investment in the joint venture with HLL that we announced in December 2023
has been recognised separately on the Statement of Financial Position at a
value of £14.3m. Notes 9 and 12 provide further details of our investments in
joint ventures and goodwill.
We continue to manage down our on balance sheet loans (excluding those loans
in Sancus Loans Limited). These amounted to £2.3m before IFRS9 provisions at
31 December 2023 compared to £8.2m at 31 December 2022 (£0.5m net of IFRS9
provisions at 31 December 2023 compared to £3.0m at 31 December 2022). Sancus
Loans Limited had loans of £82.6m at 31 December 2023 (31 December 2022:
£74.7m).
The Group's liabilities consist of the Bond instrument which still stands at
£15.0m and ZDPs of £14.0m with a coupon of 9%. The Bond has a quarterly paid
coupon of 7% p.a. and matures on 31 December 2025. During the year we issued
£3.0m of ZDPs. The Pollen credit facility of £125m (2022: £75m) stood at
£77.75m drawn as at 31 December 2023.
2020 2021 2022 2023
Revenue (£ million) £10.9m £9.0m £10.0m £12.3m
Loans under management (£ million) £171.0m £142.0m £169.0m £202.1m
Operating loss (£ million) (£5.5m) (£10.2m) (£4.7m) (£9.9m)
Operational Updates
Hawkbridge joint venture
On 5 December 2023 we announced that we had entered into a joint venture
agreement with HLL to form a new Channel Islands based property private credit
and debt advisory business - Hawkbridge Ltd. Both former Sancus and Hawk teams
are now employed by the joint venture company. Trading as Hawk Lending the
business is now in the process of writing its first deals. This joint venture
with the Hawk family office has significantly deepened the Group's Channel
Islands network of private wealth relationships, enhancing its co-funder and
wholesale finance reach.
Loan book management and reduction in non-performing loans
Continued emphasis has been placed on actively managing loans once the initial
drawdown has been made. This has been particularly important against the
backdrops of various market related pressures such as cost inflation. We are
pleased to report that the percentage of loan book in recovery continues to
reduce.
In the year ended 31 December 2023 we have had to recognise an ECL charge of
£4.8m (31 December 2022: £0.4m), all of which relates to loans written by
the previous management team.
Diversification of funding
We continue to focus on increasing the funding capacity and diversifying the
off-balance sheet funding sources of the business, on improved terms. We are
seeking to work with a diversified mix of funders, both private and
institutional, to match funders with loans meeting their varied risk and
reward criteria.
Private Wealth Co-Funders remain one of our largest funding channels, with the
majority of the Offshore loan book being co-funded. As at 31 December 2023
co-funders provided £48.2m of funding (31 December 2022: £66.9m). We
continue to nurture relationships with the Co-Funder base, with these
typically being Offshore private individuals and family offices. We expect
that our HLL joint-venture will enhance our capabilities here.
Loan Notes, managed by Amberton Limited, remain an important funding
instrument for the business. Loan Note 8, which was launched in January 2022
was £26.9m as at 31 December 2023 (31 December 2022: £3.0m). Loan Note 8
matures on 1 December 2026 and now has a coupon of 8% p.a. (payable
quarterly), with Sancus providing a 20% first loss guarantee.
We continue to make use of an institutional funding line arranged by Pollen
Street Capital ("Pollen Street") and which is designed to be complementary to
our Co-Funder base and Loan Note program. At 31 December 2023 the total drawn
was £77.75m (31 December 2022 £67.75m). While the Pollen Street facility
continues to be strategic for the business and is generally utilised in
relation to funding development loans we recognise that the availability,
cost, diversification and flexibility of funding is key to achieving our
growth ambitions.
We are continuing to minimise the amount of our balance sheet capital deployed
to back loans. During the year this was broadly flat at £10.2m (31 December
2022: £10.2m).
Operational efficiency and planned management changes
A focus on operational efficiency continued into 2023. We completed our exits
from Guernsey and Gibraltar early in 2023 and at the end of 2023, the Group
headcount was 30 (31 December 2022: 39). We believe the business is now well
resourced to meet its objectives and are focussing on continuous improvement
and development of our people.
As announced on 10 January 2023 Emma Stubbs, CFO, left the business at the end
of March 2023 and Tracy Clarke was appointed as the Group's Interim Chief
Financial Officer for a period of 12 months. Tracy, who was formerly a
non-executive director of Sancus, stepped down as CFO on 31 March 2024 and
re-assumed her responsibilities as a non-executive director of Sancus. Keith
Lawrence, who joined the business as Finance Director in February 2024 assumed
CFO responsibilities on 1 April 2024. Simultaneous with this the arrangement
for Carlton Management Services to provide finance and treasury services to
Sancus has come to an end and relevant staff have now been employed by
Sancus.
ESG
We recognise our responsibility to incorporate sustainability practices
through our business and our environmental, social and governance ("ESG")
journey continued in 2023. We continue to use the materiality assessment to
assist us in prioritising the key ESG issues we face and have commenced
utilising a data-driven approach to support our progress in improving our
approach to managing ESG factors.
We are pleased to publish our 2023 ESG report on our website. The report
identifies the progress against our key objectives set in 2022, recognises the
key challenges we have faced and summarises key data. An extract of the ESG
report is included in this announcement's "Environmental, Social and
Governance" section.
Going Concern
The Company does not have any debt liabilities that fall due within the next
12 months. In April 2024 Somerston, the Company's largest shareholder,
subscribed for £5m of preference shares in one of the Group's principal
subsidiaries, Sancus Loans Limited, enhancing the Group's financial
flexibility. Based on this, the Directors are of the opinion that the
Company has adequate financial resources to continue in operation and meet its
liabilities as they fall due for the foreseeable future.
Outlook
There are grounds for optimism. Given our strategic progress and focus, we
believe the long term profitable growth potential for our business is clear.
While, the immediate economic outlook, especially for the residential property
market, remains somewhat uncertain, we expect that this is likely to lead to
the continued retrenchment of major banks and other competitors from both SME
and development financing, creating further opportunities for us. The long
term trend of under supplied housing markets in each of our current markets
provides a backdrop for an optimistic outlook. We continue to look forward to
delivering profitability.
Rory Mepham
Chief Executive Officer
28 June 2024
PRINCIPAL RISKS, UNCERTAINTIES AND RELATED INTERNAL CONTROLS
The Group aims to carefully manage the risks which are inherent across its
business activities in order to deliver an appropriate risk adjusted
commercial return. The principal risks which the Group has consciously
accepted in the pursuit of value creation are liquidity risk, regulatory and
compliance risk, market risk, credit risk, strategic risk, and investment
risk. With regard to the FinTech activities, exposure to investment risk is a
factor of the strategic, liquidity, credit and operational risks assumed by
the platforms in which the Group is invested.
This section on the Group's Principal Risks should be read together with the
sections on the Group's Governance Framework, the operation of the Audit and
Risk Committee, as well as Note 22 which describes the sensitivity of the
Group's financial results to its Financial Risk exposures. These sections
explain how these risks are being managed, monitored and governed.
The table below describes the Group's assessment of the principal risks being
those which have the potential to have a significant impact on the Group's
business model, future performance, solvency or liquidity.
Principal Risks Internal controls mitigating Risks Current Rating of Risks
Group
1. Capital and liquidity Risk Medium
Sancus's own funding is sourced primarily from the ZDP shares and the Sancus has a Treasury Committee which meets once a month to manage its capital Completion of the fundraising and liability management exercise over the last
Corporate Bond (as detailed in Note 17). and liquidity position, and forecasts over several years to predict longer couple of years has significantly improved the Group's capital and liquidity
term funding requirements. position.
Expansion of lending and investment activities will be constrained to the
extent of retained profits unless further sources of funding are secured. Management of each of the operating companies balance their lending and Management at Group and subsidiary level are focussed on raising additional on
funding and proposals to advance lending are typically contingent on and off balance sheet funding in order to grow lending activities and support
sufficient funding having been secured in advance. funding commitments.
The business seeks to maintain a material liquidity buffer at all times.
2. Regulatory and Compliance Risk Medium
As a Financial Services business, compliance with regulation is considered All entities have developed and implemented appropriate policies and The compliance framework as described is considered to be operating
paramount within the Group, particularly with regard to the various regulators procedures relating to regulatory compliance and Anti Money Laundering. effectively and has recently been enhanced to increase oversight of all risks
in the jurisdictions that Sancus operating entities conduct business within,
within the Sancus lending business through the Executive Risk Committee.
the Financial Conduct Authority (FCA) Handbook (UK) and the various Anti Money
Laundering (AML) regulations with the regulatory landscape in all
jurisdictions continually evolving. The Executive Risk Committee monitors these risks, and forthcoming
regulations, with appropriate reporting from the Risk and Compliance Director Measures are in place to monitor clients against various databases to identify
and Money Laundering Reporting Officers. External, independent partners if any sanctions (including the recent increase in sanctions relating to the
complete additional regulatory horizon scanning reviews and conduct periodic Ukraine/Russia conflict).
The Company has chosen to comply with the provisions of the QCA Corporate reviews of internal compliance including AML file reviews.
Governance Code. Refer the "Governance Framework" section for further detail.
The Company has an appointed NOMAD, Liberum, whom it liaises with regularly,
to ensure compliance with the AIM rules, including the Market Abuse
Regulations.
Boards receive quarterly reports from the Risk & Compliance Director and
where appropriate, Money Laundering Reporting Officers on compliance
monitoring plans and any breaches identified.
3. Market risk High
The primary market risks are considered to be interest rate and foreign Exposures to these risks are monitored regularly by the Sancus Treasury More information on the sensitivity to these risks is contained in Note 22.
exchange risk. Given the nature of the business operations, with relatively Committee and reported to the Board on a quarterly basis.
short-term lending and currencies on lending opportunities being matched (or
hedged) the exposure is considered to have limited impact on its position as a
going concern.
Macro-economics including increased inflation and bank base rate and euro
These risks are identified and assessed at the time of entering into new margin fluctuations may have an effect on margin. The introduction of variable
transactions. base rate loans and foreign exchange hedging are having an impact on
mitigating the risk.
Foreign exchange risk primarily arises from the USD and Euro investments in
the FinTech portfolio and Euro loans held in the Irish lending book.
With the increase in bank base rate, Co-Funders might look elsewhere to
invest; however, variable rate Co-Funder returns should minimise this risk
with investors continuing to receive attractive risk adjusted returns on asset
backed lending.
4. Credit Risk High
The Group has direct credit exposures through its on balance sheet lending and Each operational entity has its own credit policies and procedures which are The IFRS9 provision increased substantially during 2023, reflecting the
credit support. Indirect credit risk (potential losses to Co-Funders) could the subject of at least annual review by operating entity Boards. provisions required against legacy loans. The credit performance across of the
impact further business development.
rest of the Group's loan book remains resilient with actual losses incurred
being less than 1% of loans advanced.
The respective Credit Committees take all credit decisions, monitor credit
exposures on an ongoing basis and manage recoveries situations. Following
Covid-19 tighter lending criteria has been implemented. See Note 22 (5) for further details.
Increases in material costs, base rate and inflation have created downside
risk through potential delays in loan repayments and reduced recoveries.
Increased loan management oversight will help mitigate this risk.
5. Operational Risk - Execution of the Sancus strategy Medium
The majority of Sancus's capital has been deployed into the Sancus Group. The Board and Executive Committee of Sancus Group recognise the challenge of By its nature, this risk remains an on-going area of focus for the Board,
There is a risk that the planned growth of these businesses will not be building the business to meet the financial targets and actively manage all particularly with respect to business development in the UK and Ireland.
realised primarily as a result of sub optimal levels of loan origination and aspects of the business on an ongoing basis. Plans and budgets are in place
funding. and performance against these is monitored regularly by the management team
and the Executive Committee.
The emergence of Covid-19 created downside risk on new loan origination levels
although we believe this risk has now dissipated.
There continues to be strong demand from both Borrowers and Co-Funders for the
lending products offered across the business, and the risk adjusted returns
available to Co-Funders. IT capabilities for Sancus were further enhanced in recent years, providing
Co-Funders with online interactive services and creating operational
efficiencies.
6. Operational Risk - Operating entities High
Loan funding is provided by a blend of institutional and co-funding models, The Executive Committee of Sancus Group are in active engagement with Oversight of these risks is completed by the Executive Risk Committee, with
with jurisdictional variations in the utilisation of these models. The limited additional institutional funding lines to increase diversity and consider cost agreement on the mitigation necessary to minimise the risks and monitoring to
availability of diverse funding presents an operational risk to continued of funds and continue to evolve the co-funder model with the view to increase ensure these controls are effective.
growth of the lending model. exposure across the lending operation.
With the recent focus on increasing the loan book and resourcing the operation The lending operation is mitigating this through the introduction of
effectively, there is a risk that management of the existing loan book is technology improving oversight of key milestones and is actively engaged in
under resourced and key milestones in the loan lifecycle are missed. acquiring additional resource for loan management.
With reliance on various proprietary and third-party IT systems to conduct the Introduction of new technology to compliment the existing operational
lending operations, whilst ensuring these systems remain effective for the framework ensures elements of these risks are mitigated with effective
business, enable automation, are utilised to maximum effect, maintain data automation and data resilience. Continual development of the existing
integrity and remain secure from external factors remains an ongoing challenge technology and enhancements to the back-office systems ensures the systems
and presents potential risks. remain secure.
7. Investment risk - FinTech Ventures Platform Valuations Low
Across the majority of the FinTech portfolio, the growth rates historically The Group has board observer rights on most of the remaining investee company As a result of the platforms taking longer to reach profitability, and given
have been slower than originally anticipated and the business models have boards and thus is able to participate in the strategic discussions and that several are seeking additional capital, the Board has valued our holding
proved more capital intensive. monitor the progress on each platform. of the FinTech portfolio at Nil at the end of 2023 (2022: £Nil).
Many of the FinTech platforms require additional capital to fund their ongoing The Group regularly monitors the progress of each business, with regular The valuations are also subject to a number of material estimation
growth to enable them to reach profitability. There remains a risk that some review of financial and KPI reporting. uncertainties, refer to Note 22 (4).
platforms may not be successful in the longer term, either as a result of lack
of loan funding, lack of working capital funding or difficulties in
establishing a competitive position in their chosen markets.
Quarterly valuations are conducted for all investments in platforms. These are
based on a variety of factors including the pricing for any recent relevant
capital transactions by the respective platform or using an appropriate
valuation methodology.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Introduction and ESG ambition
We have been focusing on a data-driven approach and continue to utilise our
materiality assessment to help prioritise the key ESG issues for our business
and stakeholders. This section is an executive summary of Sancus' full ESG
report, which will be made available on our website.
Our headline objectives are:
Environmental Social Governance
Promote the efficient use of resources by reducing the environmental impacts Enhance our approach to social impact by supporting our people and communities Strengthen our governance around decision-making, data and reporting to
associated with our operations and business activities. to thrive. support our internal and external stakeholders in delivering our ESG goals.
We are committed to reducing our carbon emissions and have focused on
improving the quality of data that allows us measure our impact in order to
lay the foundations for targeted action on reduction. Beyond our operations,
we acknowledge the influence we can have on emissions in the built environment
and are also working with partners to understand the role we play in promoting
sustainable practices.
We also continue our commitment to improving the communities we operate in
through local economy investment and delivering voluntary programmes. Finally,
we continue to work towards a more diverse leadership approach and maintain
high ethical standards across our business through our governance practices.
This report measures our progress against these priorities, which we will
continue to report on an annual basis going forward.
Our plan and priorities
In 2022, we noted we are at the beginning of Sancus' ESG programme. We have a
team in place focusing on ESG and are supported by industry experts. The ESG
team have the full support of the Executive team. Over the last 12 months,
we have focussed on improving our data collection and reporting processes,
including working to improve data collection from third-party suppliers and
partners. We see this as a key enabler of our action on ESG. Employee health
and wellbeing has also been a key focus, with multiple initiatives being taken
over the last 12 months to continue building on our company culture and
ultimately our business success. We will continue to ensure appropriate
resources are available to help us achieve our ESG targets.
Our ambition is for ESG to become an integrated part of Sancus and be
established in all our practices. We will leverage this to deliver positive
impacts for our stakeholders while continuing to help drive long-term value
and growth for Sancus.
The key overarching priorities for Sancus are set out below. We have also
outlined specific progress to date and next steps across our ESG objectives.
1. Improving our ESG data maturity and addressing quick wins.
2. Strengthening our ESG capability by building expertise and embedding into
wider business decision-making processes.
3. Establishing targets and accelerating action on our most material ESG topics.
4. Exploring ways of leveraging ESG in the delivery of business value to
influence industry change.
Our key enablers
The key enablers for us to achieve our ESG objectives are:
• Data - continuing to improve our systems and processes ensuring quality data
is obtained to maximise confidence in our measurement against targets and how
we report.
• Employee engagement - placing our people at the centre of our ESG strategy to
understand how our business impacts on them and how they can be empowered to
have an impact on our business from an ESG perspective.
• Technology - integration of technology to support business scale and enhance
delivery of our ESG strategy and data collection whilst streamlining the
business operations.
• Training - continued education and training of key ESG matters with a focus on
building employee engagement and confidence.
Our ESG journey
We summarise our ESG progress and commitments below.
Environment
Focus area 2023 Commitment 2023 Outcome Challenges 2024 Commitment
Carbon Emissions Identify, prioritise and implement 'low hanging fruit' measures to reduce our Office relocation in UK has led to a new all renewable electricity energy Despite progress and engagement, it can still be difficult to obtain carbon Encouraging all our office providers to switch to renewable electricity.
footprint. contract, with lower energy consumption expected. Access to building energy emission data from key service providers.
use data has been built into the lease.
Improve quality and granularity of data being captured through continued
engagement with suppliers and improved internal reporting.
Consolidation of the offshore operations into a single location
will allow us to reduce energy consumption.
Use improved granularity to consider which areas we can have an impact on
emissions reduction.
An enhanced view of our carbon footprint through improving its scope and data Data quality has improved which will start allowing us to focus on key areas
quality. for emission reduction.
We want to further improve our data quality.
Waste and Circularity Identify waste hot spots and opportunities for reduction. Through employee engagement and the office updates, we have There are constraints in obtaining quality and granular waste data from our Improve recycling provisions at
service providers.
implemented improved waste collection. We are considering ways to further Jersey office.
reduce waste reduction (e.g. reducing single use plastic usage).
Continue employee engagement for additional waste management and usage
Greater engagement with office providers and capture of improved data. initiatives.
Identify measures to improve data quality through improved engagement with
service providers to identify hotspots for simple improvements in waste
management.
Business Travel Establish a sustainable business travel policy. We have not been able to implement a sustainable business travel policy given Steps have been taken to improve how we capture data regarding our business Improved collection of g business travel data will allow us to identify
data constraints and business priorities. travel and are being implemented during 2024. This includes an updated expense opportunities for reducing our impact and enhance sustainable business travel.
process to calculate business mileage (air, road, rail). This will include the use of more sophisticated expense management technology.
Develop high-level sustainable business travel policy with a view to enhance
the policy in the future.
Climate Resilience Deeper understanding of what climate resilience means to Sancus. We have identified some areas and plan to make further progress. Although we have made some progress we need to further enhance our We have embedded high-level questions into the Initial Credit
understanding here.
Assessment, which is the core initial document for considering loan proposals
for borrowers.
Identify and assess how Sancus can fully understand and incorporate climate
resilience in its day-to-day business.
Social
Focus area 2023 Commitment 2023 Outcome Challenges 2024 Commitment
Community building A clearly defined set of social value measures (using National Themes Outcomes We aim to capture quantitative data through TOM's framework in 2024. We need to better understand the TOM's framework and how we can score against Support the ESG team to better
and Measures ("TOMs")) for community building.
it. Some
understand TOMs framework better to allow clearer reporting for 2024 which is
progress has been achieved through employee engagement. aligned with the
Employee volunteering hours included in staff handbook.
principles of TOMs.
Employees have engaged within the community.
Diversity, equity and inclusion (DE&I) DE&I metrics for gender diversity, gender pay gap and ethnic An informed view of our performance across key DE&I metrics. Due to the nature and scale of the current operation and staffing levels we Collect data on socioeconomic diversity of our people, following guidance from
representation have been recorded and reported on. have limited influence on DE&I. the Social Mobility Commission, to benchmark ourselves against the wider
industry.
Employee health and wellbeing An informed view of our employee health and wellbeing to inform future Regular wellbeing initiatives promoted to all staff. The impact and effectiveness of our health and wellbeing initiatives is Conduct further, targeted employee engagement surveys to identify important
initiatives.
difficult to measure given the size of our business. insight on how we are progressing.
Additional MHFA's trained during 2023.
Continue delivering well-being initiatives to our staff and identify areas for
improvement.
Mental Health at Work employee training provided as part of the
annual training cycle with 100% of employees having completed the module. Identify how to measure success through the TOM's framework following
upskilling of the ESG team.
Local economic growth A clearly defined set of social value measures (using National TOMs) for local Sancus believes the nature of development projects which are funded across the Given the size of our business this is difficult to report on quantitatively. Build capacity to improve, measure and report on local economic value across
economic growth. group naturally supports local jobs and community growth. We are not yet in a our operations and align with National TOMs measures where relevant.
position to fully substantiate this claim and are endeavouring to improve our
capability.
Sancus provides funding for developments which help increase housing
availability and creating local economic growth.
Governance
Focus area 2023 Commitment 2023 Outcome Challenges 2024 Commitment
Ethical business practices Promote ethical business practices throughout supply chain. Has been embedded through Anti-bribery, Anti money laundering and Modern Many of the borrowers are small businesses with no published ESG strategy and Increase engagement with new borrowers to promote ESG considerations and
Slavery policies. limited resource to implement such strategies. capture how the development can meet certain criteria.
Ethics policy has been drafted for Continue promoting the importance of ethical business practices and providing
additional staff training to support this.
Implementation early 2024.
Annual training now includes ESG and Mental Health subjects.
High level ESG data being collected on the Initial Credit Assessment of new
loans.
ESG management Embed ESG into risk and data management approach and have grown ESG awareness ESG is a discussion point in board meetings and a growing understanding is As a lean business operating in a Our newly appointed CFO, Keith Lawrence, has joined the ESG Team driving
and knowledge. present.
top-level engagement and enhancing the board oversight of our strategy.
challenging environment, completing priorities need managing to ensure we can
meet all the needs of stakeholders, including ESG.
Our largest institutional funding partner requires ESG key metrics and an
understanding of our ESG strategy and has the ability to either offer discount
or increase rates depending on scoring, which enhances their own ESG strategy.
In 2023 we achieved a
discount
Responsible investment ESG is integrated into our funding decisions. ESG has been embedded into lending decisions through capturing high-level Lack of ESG focus for developers, which are typically small businesses with Improve education of key ESG matters with borrowers. Continue to improve data
client ESG strategy data. limited resources and understanding of ESG matters. capture and enhance reporting to identify successes and opportunities.
Transparency and reporting Explore alignment of ESG reporting and disclosure with relevant industry Review of external ESG landscape performed allowing greater understanding of There is still opportunity for the ESG team to improve their understanding and Exploration of the IFRS Sustainability Disclosure Standards to evaluate
frameworks. reporting and disclosure requirements. communicate key learnings to potential implications for our ESG strategy and reporting and identify
capability gaps.
management.
Task Force on Climate-related Financial Disclosures ("TCFD") Statement - 2023
Governance - Sancus' governance around climate-related risks and
opportunities.
Describe the board's oversight of climate-related risks and opportunities.
As set out in the Corporate Governance section, in addition to its requirement
to comply with the AIM Rules, Sancus has chosen to comply with the QCA
Corporate Governance Code. The Sancus Board has overall responsibility for
business strategy, including setting the strategy, approach and monitoring its
implementation. The Board receive quarterly reports from Executive Management,
which includes matters relating to environmental, social and governance
("ESG") including climate-related risks.
The CEO is responsible for delivering the business strategy including ESG and
climate-related risk matters and is present at board meetings including those
where ESG and climate-related matters are discussed, with these discussions
helping to steer the overall strategy.
Describe management's role in assessing and managing climate-related risks and
opportunities.
Day-to-day management of ESG and climate-related matters has been delegated to
the Executive Management, with representatives from across the business as
members of the ESG Team, who review ESG and climate-related data and issues
and provide recommendations to the Executive Management for new initiatives,
activities and overall strategy for ESG and climate-related matters.
Strategy - Impacts of climate-related risks and opportunities on the business,
strategy and financial planning.
Describe the climate-related risks and opportunities the organisation has
identified over the short, medium, and long term. Describe the impact of
climate-related risks and opportunities on the organisation's businesses,
strategy, and financial planning.
Sancus considers risk and opportunities in the short, medium and long term:
Short: 0-1 years Medium: 1-5 years Long: 5-10 years
Sancus' core business model is the provision of short-term funding for
property development and bridging. Climate-related risks and opportunities
potentially impact the business model in several ways. The company has
identified climate-related risks across the TCFD's two major categories: (1)
risks related to the transition to a low-carbon economy and (2) risks related
to the physical impacts of climate change - summarised in Table 1 below.
Through this, Sancus will be able to assess climate-related risks and also
consider what climate-related opportunities are available, how these
opportunities can be developed within the overall strategy and will report on
the short-, medium- and long-term objectives as we progress.
Our ESG report provides details of the key emissions data across Scope 1,
Scope 2 and Scope 3 greenhouse gas emissions ("GHG"), from across the various
offices and staff locations the company operates from. We are working with our
key suppliers to improve the quality of data available and which will allow us
to better measure GHG. Presently, and due to this, Sancus has not defined a
strategic target for reducing emissions. However, through initiatives such as
the consolidation of office locations in 2023 and our plans for a sustainable
business travel policy, we believe there is scope to achieve quick wins to
reduce emissions over the medium-term. We will focus on achieving reduction
through continued engagement with key providers over the long-term.
Describe the resilience of the organisation's strategy, taking into
consideration different climate-related scenarios, including a 2°C or lower
scenario.
Sancus continues to develop in responding to its requirements under TCFD and,
currently, does not have the capability and resources to perform climate
scenario analysis as part of the reporting exercise. We recognise the
importance of incorporating climate scenario analysis into our strategic
planning to ensure sustainable growth and resilience. To address this, we are
developing a comprehensive plan to build our internal capabilities, including
investing in training and improving our data capture systems. We anticipate
that we will be fully equipped to conduct thorough climate scenario analyses
within the next 3-4years.
Table 1a - Summary of Sancus' climate-related risks
Type Climate-related risk Potential financial impact Timeframe
Transition risks Policy & legal Change in building regulation policy, such as imposing minimum EPC/BER Increased build cost for clients to meet improved policy standards. Medium
ratings.
Market Change in home purchaser preferences, such as a preference towards more energy Reduced demand for sale of older buildings, resulting in extended exit, or Long
efficient homes. inability to sell homes.
Reputation Reputational risk, such as increased scrutiny from co-funders and investors. Reduced availability of appropriate funding lines or increased cost of funds Medium
to meet investor expectations
Physical risks Physical risk Increased severe weather events as a result of global warming and changing Reduced asset values due to changes in flood risk assessments by local Medium/Long
climates, such as increased flood risks. authorities/Environment Agency.
Physical risk Increased severe weather events as a result of global warming and changing Reduced asset values due to changes in subsidence assessments by local Medium/Long
climates, such as increased drought and erosion risks. authorities/British Geological Survey.
Table 1b - Summary of Sancus' climate-related opportunities
Type Climate-related opportunity Potential financial impact Timeframe
Products Develop lending products incentivising borrowers to meet high energy Increased demand for built assets resulting in improved exit strategies Med
efficiency ratings.
Increased interest from co-funders and investors helping maintain or decrease Med
cost of funding.
Risk Management - Climate-related risk management and metrics
Describe the organisation's processes for identifying and assessing
climate-related risks.
Sancus continues to develop its strategy for identifying, assessing and
managing climate-related risks and opportunities. Our ESG Team, reporting to
the Executive Management and Board are responsible for our overall ESG risk
management framework, including identifying and assessing climate-related
risks and providing reporting to the Board. Our credit-risk processes include
assessment of known climate related risks (e.g. flood risk).
Sancus recognises further investment in training and support for the ESG Team
is fundamental in building out this strategy over the medium term.
Describe the organisation's processes for managing climate-related risks.
Sancus recognises further investment in training and support for the ESG Team
is fundamental in building out a strategy for managing climate-related risks
over the medium term and is committed to providing the resource necessary to
achieve this.
Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation's overall risk
management.
Through the Executive Risk Committee, Sancus intends to further integrate
climate-related risk management into the overall risk management strategy
within the next 12-24 months.
Metrics and Targets
Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management process.
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks.
Presently, the focus has been on capturing quality data relating to the energy
usage of the operations with a view to developing strategies for carbon
emissions reduction. This data is focused on GHG emissions, using the GHG
protocol for understanding Scope 1, Scope 2, and Scope 3 emissions.
2023 GHG Emissions data
tCO2e %
Scope 1 3.954 9.40
Scope 2 2.449 5.82
Scope 3 35.649 84.77
Emissions by source
Capturing and understanding quality emissions data is key to developing a
carbon reduction strategy. Despite progress and engagement, it can still be
difficult to obtain carbon emissions data from key service providers. Data
quality has improved over the last 12 months. However, improvements in data
capture from key providers is pivotal in enabling Sancus to identify
opportunities for reducing GHG emissions over the medium to long term, which
is part of the overall ESG strategy.
Describe the targets used by the organisation to manage climate-related risks
and opportunities and performance against targets.
Sancus recognises that it operates in the UK which has made a commitment to
transition to a net zero economy (under the Climate Change Act 2008 (Order
2019)). As part of our annual ESG and GHG emissions reporting exercises, we
have considered our level of maturity in being able to develop and disclose a
climate transition plan.
At present, Sancus is still building out and developing its capability for GHG
emissions calculations with the intention of developing a realistic carbon
reduction plan. Principally, we are still addressing key gaps in data
availability and quality that allow us to build a complete picture of our GHG
emissions as a company, therefore impairing our ability to set a robust
baseline for emissions reduction targets. We plan to address data availability
and quality issues through further engagement with key providers and aim to
have established a science-based net-zero target in the next coming years.
Summary
Whilst Sancus is committed to addressing climate-related risks and understands
the importance of becoming a more responsible and sustainable business, we
acknowledge we are in the early stages of developing our overall climate
strategy and through the ESG programme, will continue to assess and refine the
strategy, recognising that ESG and climate-related risk management is an
on-going commitment, rather than a one-time initiative.
CORPORATE GOVERNANCE
Board of Directors and Executive Management Team
Introduction
The Board recognises the importance of a strong corporate governance culture.
The composition of the Board is the subject of ongoing review. Somerston Group
had the right to nominate a candidate for appointment to the Board and
presently exercises this right via the appointment of Tracy Clarke (bio noted
below).
Board of Directors
The Company operates a unitary Board Structure, comprised of both Executive
and Non-Executive Directors. Biographical details of the Directors can be
found below. The terms of Directors' appointments are available from the
Company Secretary.
On joining the Board, any new director will have received an induction through
face to face meetings with existing directors, senior management and the
Company Secretary.
The Chairman leads the Board and is responsible for its overall effectiveness
in directing the Company, its corporate governance responsibilities, and
addressing any training or development needs of the directors.
Steve Smith - Independent Non-Executive Director
Mr Smith was formerly an Executive Director and the Chief Investment Officer
of The British Land Company plc, the FTSE 100 property investment trust, with
responsibility for the group's property and investment strategy, standing down
in 2013. Prior to this, Mr Smith was Global Head of Asset Management and
Transactions at AXA Real Estate Investment Managers, where he was responsible
for the asset management of a portfolio of assets valued at more than €40
billion on behalf of life funds, listed property vehicles, unit linked and
closed end funds. Prior to joining AXA in 1999, Mr Smith was Managing Director
at Sun Life Properties for over five years. Over the last decade, Mr Smith has
worked extensively in governance related roles for a number of property
focused organisations. Mr Smith is Chairman of the Board and is a member of
the Audit and Risk Committee and Remuneration and Nomination Committee. Mr
Smith was appointed to the Board on 11 May 2021. He is resident in the UK.
John Whittle - Independent Non-Executive Director
Mr Whittle has a background in large third party Fund Administration. He has
worked extensively in high tech service industries and has in-depth experience
of strategic development and mergers/acquisitions. He has experience of listed
company boards as well as the private equity, property and fund of funds
sectors. He is currently Chairman of Starwood European Real Estate Finance
Limited and Director and Audit Chair of The Renewable Infrastructure Group Ltd
("TRIG") (both listed on the main market of the London Stock Exchange) and
Director and Audit Chair of Chenavari Toro Income Fund Limited (admitted to
trading on the Specialist Fund Segment of the London Stock Exchange). Mr
Whittle, a Chartered Accountant, has also served as Finance Director of Close
Fund Services Limited (responsible for internal finance and client financial
reporting), Managing Director of Hugh Symons Group PLC and Finance Director
and Deputy MD of Talkland International Limited (now Vodafone Retail).
Mr Whittle was appointed to the Board, the Audit and Risk Committee and the
Remuneration and Nomination Committee on 23 September 2016, after having
served as an Alternate Director since December 2015. He is resident in
Guernsey. Mr Whittle is Chairman of the Audit and Risk Committee, and of the
Remuneration and Nomination Committee.
Tracy Clarke - Non-Executive Director
Ms Clarke is a representative of the Somerston group of companies
("Somerston"), the Company's largest shareholder which has the right to
nominate one individual for appointment to the Board. Ms Clarke joined
Somerston in 2016 and acts as the Group's Chief Operating Officer. Ms Clarke
is also Managing Director of Carlton Management Services Limited, a licensed
Jersey trust company business. Prior to joining Somerston, Ms Clarke worked
for Deutsche Bank in Jersey and Zurich for over 10 years, specialising in
financial Intermediary and external asset manager business. Ms Clarke is a
Fellow of the Institute of Chartered Accountants in England and Wales and
holds the CISI Investment Advice Diploma. Ms Clarke was appointed to the Board
on 8 March 2022 and is a member of the Company's Audit and Risk Committee and
Remuneration and Nomination Committee.
Rory Mepham - Executive Director
Rory joined Sancus in January 2021, assuming the role of Interim CEO on 1 July
2021 and was then confirmed as CEO and board member on 23 November 2021.
Joining Sancus from The Somerston Group where he managed their European
property platform which includes businesses in the hotel, retail, land
development, student housing and PRS sectors. Rory has over 20 years
experience in the UK and European property market. He has spent his career
working with institutional capital and has an extensive track record in
M&A, corporate finance, capital raising, debt finance, investment
management and property development. Rory holds an MBA from the Cranfield
School of Management, a BSc (Hons) in Land Management from the University of
Reading and qualified as a member of the Royal Institute of Chartered
Surveyors (MRICS).
Executive Management Team
Rory Mepham - Chief Executive Officer
See above.
Keith Lawrence - Chief Financial Officer
Keith was appointed to the Executive Management Team on 1 April 2024. Keith
has over 30 years experience in the financial services industry. After
qualifying as a Chartered Accountant with KPMG Keith worked in investment
banking for 20 years, focussing primarily on financial services clients.
Prior to joining Sancus Keith was the CFO of an innovative private equity
backed residential construction business. Keith holds a BA(Econ)(Hons) in
Accounting and Finance from the University of Manchester. Keith joined Sancus
in February 2024.
James Waghorn - Chief Investment Officer
James was appointed to the Executive Management Team on 8 March 2022. James
has over 14 years experience in the UK and European property market. James has
extensive experience across the corporate real estate, investment and property
development sectors. For the past 6 years James has led Somerston's land
development business, a strategic land and development focused business with
capacity for in excess of 2,350 units within its strategic portfolio. James
holds a BSc in Investment and Finance in Property from the University of
Reading and is MRICS accredited. James joined Sancus in January 2021.
GOVERNANCE FRAMEWORK
The Board is committed to maintaining high standards of corporate governance
throughout the Company's operations and to ensuring that all of its practices
are conducted transparently, ethically and efficiently. The Board believes
that scrutinising all aspects of the Company's business and reflecting,
analysing and improving its procedures will minimise the potential for
downside risk and will preserve shareholder value. In compliance with the AIM
Rules for Companies, published March 2018, the Company has chosen to comply
with the provisions of the QCA Corporate Governance Code (the "QCA Code"). The
Company is also mindful of the provisions of the Finance Sector Code of
Corporate Governance, as amended by the Guernsey Financial Services Commission
in November 2021.
The Board believes that applying the principles and reporting against the
provisions of the QCA Code accurately reflects the nature, scale and
complexity of the business and enables the Board to provide information to
shareholders on its activities in accordance with the principles set out in a
recognised governance framework. Furthermore, through applying the relevant
provisions the Company is better positioned to mitigate downside risk and in
doing so, preserve long-term shareholder value. The Company's corporate
governance framework has been based on these principles and is designed to
deliver the Group's strategy, and the application of such principles to the
operation of the Board ensures that its decision-making processes remain
focussed on the long-term sustainable success of the Company.
As at 31 December 2023, the Company complied substantially with the relevant
provisions of the QCA Code and it is the intention of the Board that the
Company will comply with these provisions throughout the year ending 31
December 2024, save with regard to the following:
• The appointment of a Senior Independent Director: Given the size and
composition of the Board, the Board does not consider it is necessary to
appoint a Senior Independent Director. The Board considers that all the
independent Directors have different qualities and areas of expertise on which
they may lead where issues arise and to whom concerns can be referred.
• Internal audit function: The Board has considered the need for an internal
audit function and is satisfied that the compliance policies, procedures and
reporting mechanisms in place throughout the group are sufficient, and that
implementing a separate internal audit function would be unnecessary. This
requirement is assessed annually by the Audit and Risk Committee.
How we apply the QCA Code
The Company has established specific formally constituted committees and
implemented certain policies, to ensure that:
• It is led by an effective Board which is collectively responsible for the
long-term sustainable success of the Company and establishes a culture whereby
the tone is set from the top which is consistent with the objectives, strategy
and business model of the Group.
• The Board and its committees have the appropriate balance of skills,
experience, independence, and knowledge of the Company to enable them to
discharge their respective duties and responsibilities effectively.
• The Board establishes a formal and transparent arrangement for considering how
it applies the corporate reporting, risk management, and internal control
principles and for maintaining an appropriate relationship with the Company's
auditors.
• There is a dialogue with shareholders based on the mutual understanding and
alignment of objectives, conducted primarily through the CEO and the Corporate
Broker.
Risk management remains a key area of focus during Board meetings. Details of
the Company's risk management and internal control framework is set out in the
"Principal Risks, Uncertainties And Related Internal Controls" section.
Composition and Independence of the Board of Directors
The Board of Directors is responsible for ensuring the affairs of the Company
are properly managed through formulating, reviewing and approving the
Company's strategy, budgets, and corporate actions and that oversight,
scrutiny and challenge is applied to Executives responsible for the day-to-day
activities of the Group. The Company seeks to deliver long-term growth for
shareholders and maintain a flexible, efficient and effective management
framework within an entrepreneurial environment.
It is important that the Board itself contains the right mix of skills and
experience in order to deliver the strategy of the Company. As such, the Board
is comprised of:
• Two Independent Non-Executive Directors, one of which serves as the Chairman,
who is responsible for leadership of the Board and ensuring its effectiveness
on all aspects of its role.
• One Non-Executive Director who, whilst sharing the fiduciary and statutory
duties of the independent directors, is also an executive director of the
Somerston Group, a significant shareholder of the Company, and therefore not
considered independent under the QCA Code.
• Two Executive Directors, who are also members of the Group's Executive
Committee and are therefore not considered independent under the QCA Code.
The Board is comprised of individuals holding professional qualifications and
experience relevant to the activities of the Company. A biography of each of
the Directors is included in the "Board of Directors and Executive Management
Team" section. The time requirement expected from each of the Directors is set
out in writing in their respective appointment letters.
Liberum Capital has been appointed as the Company's Corporate Broker and
Nominated Adviser under the AIM Rules and advises on compliance with the AIM
Rules, corporate communications and acts as financial adviser to corporate
actions. Additionally, the Company has appointed a professional Company
Secretary who assists the Board of Directors in preparing for and running
effective board meetings, including the timely dissemination of appropriate
information. The Company Secretary provides guidance to the extent required by
the Board on certain aspects of the legal and regulatory environment, within
which the Company operates.
The Board believes that long serving Directors should not be prevented from
forming part of the Board or from acting as Chairman and no limit has been
imposed on the overall length of service of the Directors. Each Director will
retire and seek reappointment at every third annual general meeting, with
those serving for nine years or more subject to reappointment annually. The
Board meets on at least a quarterly basis during the financial year.
The Board has appointed several committees to support it in different areas of
the business; each with formal terms of reference, with specific roles as set
out below.
The Board undertakes an annual evaluation of its own performance, the
performance of its formally constituted committees and that of individual
Directors. This includes a formal process of self-appraisal reviewing the
balance of skills, experience, independence and diversity present on the
Board, and individual director performance, contribution and commitment to the
Group to ensure that the Board and its committees continue to operate
effectively, or to identify areas where action is required. The remainder of
the Board is responsible for evaluating the performance of the Chairman. The
Chairman also has responsibility for assessing the individual Board members'
training requirements. No significant findings were identified in the 2023
evaluation which required further action.
The Directors remain mindful of the benefits which can flow from increasing
the level of diversity represented on the Board including, but not limited to,
cultural, gender, experience and background. Such factors will be taken into
consideration by the Nomination Committee during any selection process.
Executive Management Team
As at the year end, the Company's Executive Management Team comprised Rory
Mepham (Chief Executive Officer), Tracy Clarke (Interim Chief Financial
Officer), and James Waghorn (Chief Investment Officer) (together the
"Executive Management Team" or "Management"). Management are responsible for
the day-to-day management of the Company's operations. The non-executive
independent Directors monitor and evaluate the performance of the Management
Team on an ongoing basis.
BOARD COMMITTEE STRUCTURE
Audit and Risk Committee
The Audit and Risk Committee conducts formal meetings at least twice a year.
The Audit and Risk Committee's key duties include:
• Monitoring the integrity of the financial statements of the Group, including
its annual and half-yearly reports and any other formal announcement relating
to its financial performance, reviewing, challenging (where necessary) and
reporting to the Board on significant financial reporting issues and
judgements which they contain having regard to matters communicated to it by
the auditor, and how they were addressed.
• Reviewing the Group's internal financial controls and the Group's internal
control and risk management systems.
• Making recommendations to the Board for it to put to the shareholders for
their approval in general meeting in relation to the appointment,
re-appointment or removal of the external auditor and to recommend the
remuneration and terms of engagement of the external auditor.
• Monitoring the external auditor's independence and objectivity and the
effectiveness of the audit process, taking into account relevant professional
and regulatory requirements.
• In conjunction with executive management, advise the Board on the overall risk
appetite, tolerance and strategy of the Group, current risk exposures and
future risk strategy.
• Keep under review the Group's overall risk assessment processes that inform
the Board's decision making, ensuring both qualitative and quantitative
metrics are used.
The Audit and Risk Committee has three members, two of whom are independent,
non-executive directors and one of whom is a non-executive director, and at
least one member has recent and relevant financial experience. The current
members of the Committee are John Whittle as the Chairman, Steve Smith and
Tracy Clarke.
The Audit and Risk Committee is supported by a risk management and oversight
process employed by the Executive Management Team and receives reports twice a
year on key risks and developments during the period, or as otherwise required
in the case of a material development.
The terms of reference of the Audit and Risk Committee are available from the
Company Secretary.
Remuneration and Nomination Committee
The purpose of the Remuneration and Nomination Committee is to determine and
agree with the Board the framework or broad policy for the remuneration of the
Company's Directors, senior executives, and any bonus-related arrangements in
place by the Company as well as to consider the structure, size and
composition of the Board. The key duties of the Remuneration and Nomination
Committee include:
• Determining and agreeing with the Board the framework or broad policy for the
remuneration of the Company's Chairman, executive and non-executive directors
and such other members of the management as it is designated to consider.
• Reviewing the ongoing appropriateness and relevance of the remuneration
policy.
• Reviewing the structure, size and composition of the Board.
• Considering the succession planning for Directors and the Executive Management
Team.
• Reviewing the leadership needs of the organisation.
• Identifying candidates for appointment to the Board.
The Remuneration and Nomination Committee has three members, all of whom are
non-executive directors and two are independent. The current members of the
committee are John Whittle as the Chairman, Steve Smith and Tracy Clarke.
The terms of reference of the Remuneration and Nomination Committee are
available from the Company Secretary.
Please refer to the "Remuneration Report" section for details of fees paid to
the Directors during the year.
Meetings and attendance
The Directors meet on a quarterly basis ('Quarterly' meetings per the table
below) and at other unscheduled times ('Other' meetings per the table below)
when necessary to assess Group operations and the setting and monitoring of
strategy and performance.
The table below, details the attendance of the Board at eligible Board and
Committee meetings during the year, noting that certain Directors retired or
were appointed during the course of the year as set out below the table:
Board
Quarterly Other Remuneration & Nomination Committee Audit and Risk Committee
Total number of meetings held during the year 4 3 1 3
Stephen Smith 4 of 4 3 of 3 1 of 1 3 of 3
John Whittle 4 of 4 3 of 3 1 of 1 3 of 3
Tracy Clarke 3 of 3 (plus 1 as Observer pre-appointment) 3 of 3 N/A 3 of 3
Emma Stubbs (resigned 30 March 2023) 1 of 4 1 of 3 N/A N/A
Rory Mepham 4 of 4 3 of 3 N/A N/A
Relations with Stakeholders
The Board's advisers and the Executive Management Team maintain regular
dialogue with key shareholders, the feedback from which is reported to the
Board and the Chairman. Shareholders who wish to communicate with the Board
should contact the Company Secretary in the first instance, whose contact
details can be found in the "Officers and Professional Advisers section.
The Board also regularly monitors the shareholder profile of the Company. All
shareholders have the opportunity to and are encouraged to attend the
Company's annual general meeting at which members of the Board are available
in person to meet shareholders and answer questions.
Whilst the primary duty of the Directors is owed to the Company as a whole,
the Board takes into consideration the interests of all key stakeholder groups
as part of its decision-making process and particular consideration is given
to the impact of any decision on holders of its securities, the Co-Funders to
the underlying loan businesses, and providers of the Group's long-term debt
capital. The Board also recognises the crucial roles played by those involved
throughout the Group's operations who contribute to delivering strategy,
including staff and key service providers, to ensure a continued alignment of
interests between their activities and those of the Company.
Terms of Reference of Committees
Committee Terms of Reference are available from the Company Secretary.
AUDIT AND RISK COMMITTEE REPORT
The Audit and Risk Committee
The Audit and Risk Committee has a formal terms of reference mandate
documenting the duties and responsibilities which it has been delegated by the
Board. These are available from the Company Secretary. The Audit and Risk
Committee has been in operation throughout the year under review.
Chairman and Membership
The Audit and Risk Committee comprises of John Whittle as Chairman, Steve
Smith and Tracy Clarke. Only Non-Executive Directors serve on the Audit and
Risk Committee and members of the Audit and Risk Committee have no links with
the Company's external auditor and are independent of the Executive Management
Team. The Audit and Risk Committee meets not less than three times a year in
Guernsey and meets the external auditor at least twice a year in Guernsey. The
identity of the Chairman of the Audit and Risk Committee is reviewed on an
annual basis and the membership of the Audit and Risk Committee, and its terms
of reference are kept under review. Regular attendees at the Audit and Risk
Committee include the CEO, CFO and CIO.
Duties
The Audit and Risk Committee is responsible for monitoring the financial
reporting process, including the appropriateness of the Company's accounting
policies and the effectiveness of the Company's risk management and internal
control systems. The Committee continues to spend a considerable amount of
time reviewing significant risks and areas of judgement. In particular, the
Committee conducts detailed reviews and analysis of the valuations prepared by
the Executive Management Team of the FinTech Ventures investments, the
Subsidiary Goodwill value in use models to assess if any impairment might be
required and the Expected Credit Loss model. These valuations are key elements
in the Group's financial statements and the Audit and Risk Committee questions
these carefully.
External Audit
The Audit and Risk Committee is responsible for overseeing the relationship
with the external auditor, including the ongoing assessment of the auditor's
independence. The Committee makes recommendations to the Board with regard to
the appointment of the external auditor and approves their terms of engagement
and fees. The Committee discusses and agrees the nature and scope of the audit
as set out in the audit engagement letter, reviews the results of the audit as
described in the auditors' management letter and the ongoing independence and
objectivity of the external auditor. Moore Kingston Smith LLP has been
appointed as the Group's auditor. The Group's former external auditor, Moore
Stephens Audit & Assurance (Jersey) Limited, resigned in May 2024 for
technical reasons relating to the listing of the Group's Zero Dividend
Preference shares. As part of their resignation Moore Stephens Audit &
Assurance (Jersey) Limited confirmed that there were no factors that they
required to the members or creditors of the Group to be made aware of.
Processes are in place to safeguard the independence of the external auditor,
including controls around the use of the external auditor for non-audit
services. The external auditor also provides the Audit and Risk Committee with
further assurance as to the procedures that it maintains to preserve
objectivity and confirmation that it remains independent. All non-audit
services are pre-approved by the Audit and Risk Committee.
Effectiveness of External Auditor
The Committee assessed the effectiveness of the external auditor and the
external audit process for 2023 through a number of steps, including:
• Agreement of their engagement letter and fees.
• Review of the external audit plan.
• Meetings with the external auditors.
• Considering the extent of any non-audit services provided by the external
auditors.
• Considering the external auditors' fulfilment of the agreed audit plan and
variations from it.
• Considering the report from the auditor highlighting any major issues that
arose during the course of the audit.
• Conducting interviews to obtain feedback from the Executive Management Team to
evaluate the performance of the audit team.
For the audit for the year ended 31 December 2023, the Audit and Risk
Committee was satisfied that the audit was effective and that there were no
factors which had any bearing on the independence or effectiveness of the
external auditor.
Financial Reporting
The Audit and Risk Committee reviews, considers and, if thought appropriate,
recommends to the Board the approval of the contents of the half yearly report
and annual report and audited financial statements together with the external
auditor's report thereon. It focuses particularly on compliance with legal
requirements, accounting standards and the relevant Listing Rules. The
ultimate responsibility for reviewing and approving the half year report and
annual report and audited financial statements remains with the Board.
The Audit and Risk Committee provides a forum through which the external
auditor reports to the Board and the external auditor is invited to attend
Audit and Risk Committee meetings at which annual and half yearly financial
statements are considered. After discussions with the Executive Management
Team and external auditor, the Audit and Risk Committee determined that the
key risks of misstatement of the Group's financial statements relate to the
valuation of financial assets at fair value through profit or loss, the
valuation and recoverability of goodwill, loan impairments and revenue.
Freely tradeable market prices are not available for the majority of the
Group's financial assets, including the carrying value of goodwill arising on
consolidation, which are therefore based on a discounted cash flow basis.
Goodwill impairment testing is carried out annually or sooner where an
indicative event of impairment has been identified. As set out in Note 12 to
the financial statements, on 5 December 2023, the Group sold its Jersey
operations in exchange for a 50% shareholding in a new joint venture,
Hawkbridge Limited. The goodwill attributable to these Jersey operations has
therefore been fully transferred to Hawkbridge Limited as part of the
consideration.
For the valuations of the FinTech Ventures portfolio, the Executive Management
Team provides a detailed valuation report on a quarterly basis. The Executive
Management Team has confirmed to the Audit and Risk Committee that the
valuation methodology has been applied consistently during the year. The
accounting policies are described in detail in Note 2 (f) to the financial
statements.
The Audit and Risk Committee has assessed the processes around the expected
credit loss provisions recorded in respect of the Group's loan assets and
reviewed the IFRS 9 model adopted at year-end which had also gone through the
credit committee for approval.
The accounting policies for revenue recognition are described in detail in
Note 2 (o) to the financial statements. The Audit and Risk Committee has
reviewed the revenue recognition policies of the Group and has determined that
they are in accordance with the accounting standards and have been applied
consistently.
After due consideration, the Audit and Risk Committee recommends to the Board
that the Annual Report and Financial Statements, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Group and Company's performance, business model and
strategy.
Non-Audit and audit related fees paid to the External Auditors
During 2023 no non-audit fees were paid to Moore Kingston Smith LLP, the
external auditors or Moore Stephens, the former external auditors. £15,000
was paid to Moore Stephens for audit related services, being the half year
review. There is no perceived threat to auditor independence given the nature
of the services provided and the safeguards in place.
Risk Management and Internal Control Systems
During 2023, management continued to enhance its reporting on risk management
to the Board and the Audit and Risk Committee, which cover the operation of
the Company and its wholly owned subsidiaries. The Audit and Risk Committee
has received and considered these reports on three occasions, which has been
the basis for its conclusion below.
In addition to the review of risk management reports, and in accordance with
the guidance published in the Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting by the Financial Reporting
Council (the "FRC"), the Audit and Risk Committee has reviewed the Company's
internal control procedures and concluded that these are adequate to manage
the current risk profile.
A robust, ongoing process of Risk Management and Internal Control
The Board and Executive Management Team are responsible for safeguarding the
assets of the Group through establishing effective systems of risk management
and internal control. This responsibility is shared by the Directors of
subsidiary companies, who are similarly responsible for safeguarding the
assets of these companies.
The Board is also responsible for deciding on whether the nature and extent of
risks taken within the Group are within its risk appetite. Such risks have
been formally defined (in the "Principal Risks, Uncertainties And Related
Internal Controls" section), setting the basis for the design and
implementation of the Group's internal control framework.
On behalf of the Board, the Audit and Risk Committee oversees the Group's risk
management and internal control systems. These systems are designed to ensure
proper accounting records are maintained and that internal and published
financial information is reliable, and that the assets of the Group are
safeguarded. Such a system of internal controls can only provide reasonable
and not absolute assurance against misstatement or loss.
Critical components of the Group's internal control framework include the
documented policies which describe how each risk is to be managed and governed
and the governance committees established in terms of such policies, which
have mandates describing how they should operate, what reports they should
receive and how they should govern the management of principal risks. Such
policies have been implemented at Company as well as subsidiary levels.
On a semi-annual basis, the Executive Management Team review the key risks
across the Group to ensure they are being managed within the Company's risk
appetite. Action plans are drawn up if any risks are considered to be outside
of the Company's risk appetite and these are monitored on a regular basis
until they return to levels back within the risk appetite.
On a semi-annual basis, the Board and/or Audit and Risk Committee receive
reports on risk management, the key risks and the exposures outstanding. Also
included in these reports are the results of the Executive Management Team's
risk and issue identification discussions noted above. These meetings also
provide the Directors with the opportunity to consider any other issues which
management may not have identified and give direction on any additional risk
management actions which might be required.
Insurance
The Sancus and subsidiaries insurance programme is subject to annual review
each year, with cover generally renewed in April of the following year. A
significant amount of Insurance cover is held for Public Indemnity, Directors'
and Officers' liability, Cyber, and Crime. Appropriate office and travel
insurance is also in place.
During 2023, the Committee did not receive any reports relating to
whistleblowing across the Group.
On behalf of the Audit and Risk Committee
John Whittle
Chairman
Audit and Risk Committee
28 June 2024
REMUNERATION REPORT
Introduction
An ordinary resolution for the approval of the annual remuneration report will
be put to the shareholders at the annual general meeting to be held in 2024.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee comprises of John Whittle as
Chairman, Steve Smith and Tracy Clarke. The key duties include, but are not
limited to, agreeing a framework for Director remuneration, ensuring
management staff are appropriately incentivised to enhance performance, and
reviewing the effectiveness of the remuneration policy on an on-going basis.
No Director is involved in determining their own remuneration.
Remuneration Policy
In February 2020 the Remuneration Policy was last approved and adopted. The
Company is committed to the objective of maximising shareholder return in the
longer term. The remuneration policy aims to be competitive, aligned with
shareholder interests and relatively simple and transparent. The Board takes
into consideration the views of significant shareholders when determining the
remuneration of directors.
The objective is to put in place a remuneration package that, as a whole:
• Aligns the interests of employees with that of shareholders and the success of
the Company.
• Is appropriately benchmarked, such that it aids retention and recruitment.
• Meets applicable legal or regulatory requirements, is tax efficient and simple
to implement and administer.
The Board is reviewing the Remuneration Policy against these objectives.
The Policy is divided into two parts; the first part in relation to the
remuneration of the Non-Executive directors of the Company, and the second
part in relation to the remuneration of the Executive Directors of the
Company.
Part 1 - Remuneration Policy of Non-Executive Directors
Each Non-Executive Director receives a fixed fee per annum based on their
role and responsibility within the Company and the time commitment required.
It is not considered appropriate that Non-Executive Directors' remuneration
should be performance related and none of the Non-Executive Directors are
eligible for pension benefits, share options, long-term incentive schemes or
other benefits in respect of their services as Non-Executive directors of the
Company. Shares held by the Non-Executive Directors are disclosed in the
Annual Report.
Pursuant to Article 30.3 of the Company's Articles of Incorporation (the
"Articles") the Board may award additional remuneration to any Director
engaged in exceptional work at the request of the Board on a time spent basis
to compensate for the additional time spent over their expected time
commitment.
The total remuneration of the Non-Executive Directors has not exceeded the
£300,000 per annum limit (excluding amounts payable in respect of any
out-of-pocket expenses pursuant to Article 30.2 or any additional remuneration
awarded pursuant to Article 30.3) pursuant to an ordinary resolution passed at
the Annual General Meeting of the Company held on 19 May 2016.
The Articles provide that Non-Executive Directors retire and offer themselves
for re-election‑ at the first annual general meeting after their
appointment and at least every three years thereafter. A Non-Executive
Director's appointment may at any time be terminated by and at the discretion
of either party upon three months' written notice. A Non-Executive Director's
appointment will terminate immediately without notice (or payment in lieu of
notice) if such director is not re-appointed at a General Meeting of the
Company (if required under the Articles), if such director is removed as a
director at a General Meeting of the Company, or if such director resigns or
ceases to be a director in accordance with the provisions of the Articles.
The terms and conditions of appointment of each Non-Executive Director are
available for inspection at the Company's registered office.
The last independent remuneration review was carried out in July 2014. A Long
Term Incentive Plan was established for Senior Management during 2023, further
details of which are set out below.
For comparative purposes the table below sets out the Non-Executive Directors'
remuneration approved and actually paid for the year to 31 December 2022 as
well as that proposed for the year ended 31 December 2023 (to be approved at
the 2024 AGM).
Director Role Base for 2023 Additional fees for 2023 Total fees for 2023 Base for 2022 Additional fees for 2022 Total fees for 2022
Steve Smith Non-Executive Director and Chairman of the Board £35,000 £15,000 for Chairman of the Board £50,000 £35,000 £15,000 for Chairman of the Board £50,000
John Whittle Non-Executive Director, Chairman of the Audit and Risk Committee and Chairman £35,000 £5,000 for Chairman of the ARC and £2,500 for Chairman of Rem & Nom Co £42,500 £35,000 £5,000 for Chairman of the ARC and £2,500 for Chairman of Rem & Nom Co £42,500
of the Remuneration Committee
Nicholas Wakefield* Non-Executive Director - - - £6,329 - £6,329
Tracy Clarke* Non-Executive Director £8,750 £97,500 £106,250 £28,671 Nil £28,671
Total £78,750 £120,000 £198,750 £105,000 £22,500 £127,500
* Pro rata for 2022 as Mr Wakefield was succeeded by Ms Clarke on 8 March
2022. Ms Clarke served as a non-executive director from 1 January 2023 to 31
March 2023 and during which she received a pro-rata portion of her annual fees
of £35,000. She then served as Interim Group CFO from 1 April 2023 and
received the pro rata portion of an annual salary of £130,000.
Part 2 - Remuneration Policy of Executive Directors
For comparative purpose the following table sets out remuneration paid to
Executive Directors for the years ended 31 December 2023 and 31 December 2022,
excluding all reasonable expenses incurred in the course of their duties which
were reimbursed by the Company.
31 December 2023 31 December 2022
Director Base Salary Cash Bonus Pension Contribution Other ((4)) Total Base Salary Cash Bonus Pension Contribution Total
Rory Mepham £220,000 - £11,000 - £231,000 £220,000 - £11,000 £231,000
Emma Stubbs ((1)) £85,000 - £4,250 £85,000 £174,250 £17,000 - £8,500 £178,500
Tracy Clarke ((2)) £97,500 - - - £97,500 - - - -
James Waghorn £153,750 - £1,321 - £155,071 £135,000 £50,000 £1,076 £186,076
Helen Trott ((3)) £55,817 - £771 £99,606 £156,194 £135,000 - £117 £135,117
Total £612,067 - £17,342 £184,606 £814,015 £660,000 £50,000 £20,693 £730,693
(1) Ms Stubbs resigned on 31 March 2023.
(2) As noted above, Ms Clarke served as Interim Group CFO from 30 March 2022
until 31 March 2023.
(3) Mrs Trott was appointed COO and Legal Counsel on 29 November 2022 and was
employed on a 4 day a week contract. She resigned on 14 July 2023.
(4) Relates to termination payments to Ms Stubbs and Ms Trott, including
payments in lieu of notice
Long Term Incentives
The Board introduced a Long Term Incentive Plan ("LTIP") for Senior Management
during 2023. An initial grant of restricted forfeiture ordinary shares was
made to Rory Mepham and James Waghorn as follows:
Value at grant of share awards No. of shares
Rory Mepham £110,000 22,000,000
James Waghorn £70,000 14,000,000
These forfeiture shares will vest in 2026, 3 years after grant, and the level
of vesting will be subject to the achievement of operating profit targets
measured up to the end of the 2025 financial year.
Operating Profit achieved in year ending 31 December 2025((1)) Level of vesting
Maximum £4m 100%
£3m 75%
£2m 50%
Threshold £1m 25%
Below threshold Below £1m 0%
(1) Defined as operating profit after all debt financing including ZDP and
Bonds, loan loss provisions/recoveries and a provision for other staff cash
bonuses. Operating profit is measured pre-exceptional items and taxation.
Subject to shareholder approval at the Annual General Meeting it is proposed
that a further grant of will be made to members of the Executive Management
and certain members of senior management. The awards proposed to be awarded
to the Executive Management are as follows:
Value at grant of share awards No. of shares
Rory Mepham £110,000 22,000,000
James Waghorn £80,000 16,000,000
Keith Lawrence £40,000 8,000,000
These forfeiture shares will vest in 2027, 3 years after grant, and the level
of vesting will be subject to the achievement of operating profit targets
measured up to the end of the 2026 financial year.
Operating Profit achieved in year ending 31 December 2026((1)) Level of vesting
Maximum £5m 100%
£4m 75%
£4m 50%
Threshold £2m 25%
Below threshold Below £2m 0%
(1) Defined as operating profit after all debt financing including ZDP and
Bonds, loan loss provisions/recoveries and a provision for other staff cash
bonuses. Operating profit is measured pre-exceptional items and taxation.
Discretionary Executive Bonus
No discretionary cash bonuses were paid to the Executive Management Team in
2023. (In the year to 2022: £50,000 was paid to James Waghorn).
On behalf of the Remuneration Committee
John Whittle
Remuneration Committee Chairman
28 June 2024
DIRECTORS' REPORT
The Directors submit their Report together with the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Shareholders' Equity, the Consolidated
Statement of Cash Flows and the related Notes for the year ended 31 December
2023, which have been prepared in accordance with UK-adopted International
Accounting Standards, in accordance with any relevant enactment for the time
being in force, and are in agreement with the accounting records, which comply
with Section 238 of The Companies (Guernsey) Law, 2008.
Principal Activities
The Company was incorporated and domiciled in Guernsey, as a company limited
by shares and with limited liability on 9 June 2005 in accordance with The
Companies (Guernsey) Law, 1994 (since superseded by The Companies (Guernsey)
Law, 2008). From January 2023 the Company changed its management and control
from Guernsey to Jersey. Until 25 March 2015, the Company was Authorised as a
Closed-ended Investment Scheme and was subject to the Authorised Closed-ended
Investment Scheme Rules 2008 issued by the Guernsey Financial Services
Commission ("GFSC"). On 25 March 2015, the Company was registered with the
GFSC as a Non-Regulated Financial Services Business, at which point the
Company's authorised fund status was revoked. The Company's Ordinary Shares
were admitted to the AIM market of the London Stock Exchange on 5 August 2005.
The ZDPs were listed and traded on the main market of the London Stock
Exchange with effect from 5 October 2015 and following shareholder approval
now have a maturity date of 5 December 2027. The Company's 2021 bonds were
repaid on 21 December 2021 and a total of £12.575m principal of new bonds
(the "New Bonds") were issued on 22 December 2021. Somerston subscribed to a
further £2.425m bonds on 1 December 2022 taking the Company's aggregated bond
principal to £15m of which £10.13m is now held by Somerston. The New Bonds
are not listed and have an interest rate of 7%.
The Company does not have a fixed life and the Articles do not contain any
trigger events for a voluntary liquidation of the Company.
Following the approval by Shareholders at the Company AGM on 19 May 2016, the
Company changed its status from being an investing company for the purpose of
the AIM rules to a trading Company.
The Executive Management Team is responsible for the day-to-day management of
the Company.
The Group
As at 31 December 2023, the Group comprises the Company and the entities
disclosed in Note 20 to the financial statements.
Directors and Executive Management Team of the Company
A list of the Directors and the Executive Management Team who served the
Company during the year and as at the date of this announcement is shown in
the "Board of Directors and Executive Management Team" section.
Results and Dividends
The Group results for the year are set out in the "Consolidated Financial
Statements" section. No Dividends were paid during the year (31 December 2022:
Nil).
Substantial Shareholdings
As at 31 December 2023, the Company was aware of the following substantial
shareholders who held 3% or more of issued share capital of the Company:
Number of Percentage of total
Ordinary Shares held
ordinary shares issued held
Somerston Group 300,827,335 51.50%
Philip J Milton & Company plc 95,247,327 16.31%
Directors' Interests
As at 31 December 2023, the Directors had the following beneficial interests
in the Ordinary Shares of the Company:
31 December 2023 31 December 2022
No. of Ordinary Shares Held % of Ordinary Shares Held No. of Ordinary Shares Held % of Ordinary Shares Held
John Whittle 138,052 0.02 138,052 0.02
Steve Smith - - - -
Rory Mepham 2,000,000 0.34 - -
Tracy Clarke - - - -
Statement of Directors' Responsibilities
The Directors are responsible for preparing the financial statements in
accordance with UK-adopted International Accounting Standards) and The
Companies (Guernsey) Law, 2008 for each financial period to give a true and
fair view of the state of affairs of the Group as at the end of the financial
year and of the profit or loss for that period. International Accounting
Standard 1 requires that financial statements present fairly for each
financial period the Group's financial position, financial performance and
cash flows. This requires faithful representation of the effects of
transactions, other events and conditions in accordance with the definitions
and recognition criteria for assets, liabilities, income and expenses set out
in the International Accounting Standards Board's "Framework for the
preparation and presentation of financial statements". In virtually all
circumstances a fair presentation will be achieved by compliance with all
IFRSs as adopted by the UK.
In preparing these financial statements, the Directors are required to:
• Ensure that the financial statements comply with the Memorandum and Articles
of Incorporation and UK-adopted International Accounting Standards.
• Select suitable accounting policies and apply them consistently.
• Present information including accounting policies, in a manner that provides
relevant, reliable, comparable and understandable information.
• Make judgements and estimates that are reasonable and prudent.
• Prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company and the Group will continue in
business.
The Directors confirm that they have complied with the above requirements in
preparing the financial statements.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the financial statements
have been properly prepared in accordance with The Companies (Guernsey) Law,
2008. They are also responsible for safeguarding the assets of the Company and
the Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors also confirm that the annual report and financial statements,
taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group and Company's
performance, business model and strategy.
Internal Controls Review
Taking into account the ongoing work of the Audit and Risk Committee in
monitoring the risk management and internal control systems on behalf of the
Board the Directors, the latter has conducted a robust assessment of the
principal risks and uncertainties faced by the Group as set out in the "in the
"Principal Risks, Uncertainties And Related Internal Controls" section and is
satisfied that each of these has been properly identified and is being
effectively managed through the operation of appropriate internal controls and
risk management systems, within the constraints of the resources of the Group.
Statement as to Disclosure of Information to Auditor
The Directors who held office at the date of approval of this Directors'
Report confirm that:
• There is no relevant audit information of which the Company's auditors are
unaware.
• The Directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditors are aware of that information.
Auditor
Moore Kingston Smith LLP were appointed in the year and have indicated their
willingness to continue in office and a resolution to re-appoint Moore
Kingston Smith LLP will be tabled at the forthcoming AGM.
Going Concern
The Group has reported an operating loss of £9.9m (2022: £4.7m) for the
year. This is primarily due to an ECL charge of £4.8m (2022: £0.4m). As at
31 December 2023 the Group had net liabilities of (£1.9m) (2022: net assets
of £7.2m) including cash and cash equivalents of £5.0m (2022: £4.1m).
The Directors have considered the going concern basis in the preparation of
the financial statements as supported by the Director's assessment of the
Company and Group's ability to pay its liabilities as they fall due and have
assessed the current position and the principal risks facing the business with
a view to assessing the prospects of the Company. The Directors have prepared
a cash flow forecast for the period to 30 September 2025 which shows that the
Company and the Group will have sufficient cash resources to meet their
ongoing liabilities as they fall due for at least twelve months from the date
of approval of these financial statements. Following the extension of the
ZDPs at the end of 2022, for a further 5 years to 5 December 2027 and with the
Bonds maturity date not until 31 December 2025, the Company does not have any
debt liabilities that fall due within the next 12 months. Based on this,
along with the issuance of preference shares by a subsidiary of the Group in
April 2024 and as set out in Note 27 to these financial statements, the
Directors are of the opinion that the Company and the Group has adequate
financial resources to continue in operation and meet its liabilities as they
fall due for the foreseeable future.
It is however expected, whereby equity is required to facilitate an increase
in drawdown from institutional funding lines that the Company will require
growth capital to fund the continued growth of the loan book. The Company's
largest shareholder, Somerston has indicated their willingness to support the
Company's growth plans. The Company will be looking at options available to
raise such additional growth capital over the course of the year.
The Directors therefore believe it is appropriate to continue to adopt the
going concern basis in preparing the financial statements.
Board Succession
The Directors remain focussed on ensuring the Board is comprised of
individuals with the requisite skills, knowledge, experience and diversity to
operate effectively and to meet the future leadership needs of the Company.
From 30 March 2022 until 31 March 2023 Ms Tracy Clarke served as the Interim
Group CFO. Keith Lawrence, who joined the Group in February 2024, was
appointed as Group CFO on this date and Ms Tracy Clarke has reverted to being
Somerston's appointed Board representative.
Approved and signed on behalf of the Board of Directors on 28 June 2024.
Director: Stephen Smith Director: John Whittle
Independent auditor's report to the members of Sancus Lending Group Limited
Opinion
We have audited the Group financial statements of Sancus Lending Group Limited
(the 'Group') for the year ended 31 December 2023 which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated Statement of
Financial Position, the Consolidated Statement of Changes in Equity, the
Consolidated Statement of Cash Flows, and notes to the financial statements,
including significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK-adopted
International Accounting Standards.
In our opinion the Group financial statements:
• Give a true and fair view of the state of the group's affairs as at 31
December 2023 and of the group's loss for the Year then ended;
• Have been properly prepared in accordance with UK-adopted International
Accounting Standards; and
• Have been prepared in accordance with the requirements of the Companies
(Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the
audit of the financial statements section of our report. We are independent of
the group, in accordance with the ethical requirements that are relevant to
our audit of the financial statements in Guernsey, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
An overview of the scope of our audit
Our audit approach was a risk-based approach founded on a thorough
understanding of the group's business, its environment and risk profile. We
conducted substantive audit procedures and evaluated the group's internal
control environment. We also addressed the risk of management override of
internal controls, including assessing whether there was evidence of bias by
the directors that may have represented a risk of material misstatement. The
components of the group were evaluated by the group audit engagement team
based on a measure of materiality, considering each component as a percentage
of the group's total assets, current assets, revenue and gross profit, which
allowed the group audit engagement team to assess the significance of each
component and determine the planned audit response.
For those components that were evaluated as significant components, either a
full scope audit or a specified audit procedures approach was determined based
on their relative materiality to the group and our assessment of the level of
audit risk. For significant components requiring a full scope audit approach,
we evaluated controls by performing walkthroughs over the financial reporting
systems identified as part of our risk assessment, reviewed the accounts
production process and addressed critical accounting matters. We then
undertook substantive testing on significant transactions and material account
balances.
We determined there to be five significant components to the group, which were
Sancus Lending Group Limited, Sancus Lending (UK) Limited, Sancus Holdings
(UK) Limited, Sancus Loans Limited and Sancus Lending (Ireland) Limited which
were subject to full scope audits. Other non-significant components were
subject to targeted audit procedures based on the level of risk in the context
of the group as a whole.
Significant elements of the group's operations are located in the United
Kingdom and the Republic of Ireland. Component audit teams in both countries
performed full scope audits of relevant significant components.
The audit of the United Kingdom significant components was completed by
another office of Moore Kingston Smith LLP l and the audit of the Republic of
Ireland significant component was completed by Moore Ireland Audit Partners
Limited .These audits were completed under the supervision and direction of
the group audit engagement team, as described in more detail below. The
remaining significant component, namely the parent company Sancus Lending
Group Limited, was audited by the group audit engagement team.
Our involvement with the component auditors
As part of our supervision and direction of the component audit teams, we
determined the level of involvement required in order to be able to conclude
whether sufficient appropriate audit evidence has been obtained in respect of
the United Kingdom and Irish significant components as a basis for our opinion
on the group financial statements as a whole. Our involvement with the
component auditors included the following:
• We issued detailed group reporting instructions to the component auditors,
which included the significant areas to be covered by the audit (including
areas that were considered to be key audit matters as detailed below) and set
out the information required to be reported to the group audit engagement
team.
• The group audit engagement team performed reviews of relevant working papers
and performed additional audit work where necessary for instance in respect of
the significant risk areas that represented Key Audit Matters for the group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the group financial statements of the
current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the group
financial statements, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. This is not a complete list of
all risks identified by our audit.
Audit Matter Procedures
Accounting treatment of goodwill and investment in joint venture and Our audit work included, but was not restricted to, the following procedures:
assessment of carrying value
• We critically assessed the legal documentation in respect of the transaction
to determine its legal nature and commercial substance.
On 5 December 2023 the group entered into a joint venture agreement for which
the majority of the consideration was the business of Sancus Lending (Jersey) • We critically assessed the directors' accounting treatment of the transaction
Limited which included the goodwill previously recognised in the group in the draft financial statements to determine whether it complied with the
financial statements in respect of that business of £14.255m requirements of the relevant financial reporting standards, specifically IAS
(2022:£14.255m). The investment in the joint venture had been recognised at a 28 and IFRS 11.
fair value of £16.312m in the draft financial statements.
• We obtained management's assessment of whether there are any indicators of
impairment of the investment in the joint venture.
We identified this transaction as a significant risk given its material nature • We critically assessed the arithmetic accuracy of the DCF Capital Asset
and the subjectivity of the accounting treatment. Pricing Model prepared by management in forming the above assessment.
• We critically assessed the inputs into the DCF Capital Asset Pricing Model and
obtained supporting evidence and documentation for the assumptions used in the
DCF Capital Asset Pricing Model.
• We performed sensitivity analysis on the key assumptions used in the DCF
Capital Asset Pricing Model.
• We evaluated the accounting policy and detailed disclosures in the notes to
the financial statements to determine whether information provided in the
financial statements is compliant with the requirements of relevant financial
reporting standards including IFRS 11 and IAS 36.
Based on our audit work performed we determined that the fair value uplift of
£2.057m on recognition of the joint venture in the draft financial statements
required adjustment to ensure that the joint venture had been accounted for in
accordance with the requirements of IAS 28 and IFRS 11.
We consider the disclosures in the financial statements relating to this area
to be adequate following amendments to the relevant disclosures in the notes
to the financial statements and to and the Consolidated Statement of
Comprehensive Income and Consolidated Statement of Financial Position as a
result of the adjustment referred to above.
Based on our audit work performed we determined that the fair value uplift of
£2.057m on recognition of the joint venture in the draft financial statements
required adjustment to ensure that the joint venture had been accounted for in
accordance with the requirements of IAS 28 and IFRS 11.
We consider the disclosures in the financial statements relating to this area
to be adequate following amendments to the relevant disclosures in the notes
to the financial statements and to and the Consolidated Statement of
Comprehensive Income and Consolidated Statement of Financial Position as a
result of the adjustment referred to above.
Audit Matter Procedures
Impairment and recoverability of loans receivable Our audit work included, but was not restricted to, the following procedures:
• We obtained an understanding of the significant controls over the loans
At 31 December 2023 the value of loans and loan equivalents was £78.865m impairment process.
(2022:£76.125m) representing 74.1% of total assets (2022:75%). The loan
portfolio comprises property backed loans and direct exposure to loans through • We performed a walkthrough of the impairment process including testing of the
co-investment alongside third party lenders. operation of the relevant controls.
• We critically assessed the reasonableness of management's allocation of loans
to the various stages under IFRS 9 including an assessment of management's
The group has also provided a first loss guarantee as part of the Sancus Loan definition of significant increase in credit risk and definition of default.
Note structures. The value of these assets are also supported by the
underlying loan book. Management is required to assess loans for impairment, • We critically assessed management's assumptions in respect of the
including the application of the expected credit loss ('ECL') model under IFRS recoverability of non-performing loans.
9.
• We critically assessed management's judgements and estimates in determining
the probability of default ('PD'), determining the loss given default ('LGD')
and exposure at default ('EAD') for each stage within which loans are
In making this assessment, management makes several significant judgements. classified.
These include determining appropriate assumptions for calculating the loss
allowance under IFRS 9 (including probability of default and loss given • We performed sample testing of inputs used in the Loans Monitoring Report
default), as well as loan-specific matters including cash flow forecasts and ('LMS').
covenant compliance, specifically related to loan to value (LTV) ratio. As a
result, errors or deliberate manipulation of these determining factors could • We critically assessed the accounting policy and detailed disclosures in the
result in material misstatement of the financial statements, as such it is financial statements to determine whether information provided in the
considered as a key audit matter. financial statements is compliant with the requirements of IFRS 9.
Based on our audit work performed we have not identified any material
misstatement in the impairment and recoverability of loans.
We consider the disclosures in the financial statements relating to this area
to be adequate.
Based on our audit work performed we have not identified any material
misstatement in the impairment and recoverability of loans.
We consider the disclosures in the financial statements relating to this area
to be adequate.
Audit Matter Procedures
Revenue recognition Our audit work included, but was not restricted to, the following procedures:
• We obtained and documented an understanding of the methodology for recognising
The group's revenue for the year ended 31 December 2023 was £12.310m (2022: revenue to determine whether it was appropriate.
£9.989m) being interest income and fees enforced as per lending agreements.
• We critically assessed the group's revenue accounting policy to assess
compliance with IFRS 15.
Revenue recognition is a presumed significant risk and is material to the • We performed substantive testing on a sample of individual revenue
financial statements. transactions throughout the year to evaluate whether revenue is recognised in
accordance with the loan contract terms and the requirements of IFRS 15.
• We performed substantive testing of a sample of interest income selected from
the Loans Monitoring Reports by recalculating the interest amount and
comparing it to the interest income recognised.
• We performed revenue cut off testing to ensure revenue has been recognised in
the correct accounting period.
• We performed analytical review to critically assess the level of interest
income.
• We critically assessed the disclosures in the financial statements to
determine whether the accounting policy and other revenue disclosures comply
with the disclosure requirements of IFRS 15.
Based on our audit work performed we have not identified any material
misstatement in the recognition of revenue.
We consider the disclosures in the financial statements relating to this area
to be adequate.
Based on our audit work performed we have not identified any material
misstatement in the recognition of revenue.
We consider the disclosures in the financial statements relating to this area
to be adequate.
Our application of materiality
The scope and focus of our audit were influenced by our assessment and
application of materiality. We define materiality as the magnitude of
misstatement that could reasonably be expected to influence the readers and
the economic decisions of the users of the financial statements. We use
materiality to determine the scope of our audit and the nature, timing, and
extent of our audit procedures and to evaluate the effect of misstatements,
both individually and on the financial statements as a whole. We apply the
concept of materiality both in planning and performing our audit, and in
evaluating the effect of misstatements.
Based on our professional judgement we determined materiality for the
financial statements as a whole and performance materiality as follows:
Group financial statements
Materiality £1,081,000
Basis for determining materiality Gross assets
Rationale for the benchmark applied The group is an asset-based operation. Assets (loans) drive the group's
revenue. Consequently gross assets was considered likely to be the metric on
which the users of the financial statements will place most focus.
Performance materiality £540,500
Basis for determining performance materiality 50% of overall materiality.
Performance materiality:
We calculated performance materiality at a level lower than materiality to
reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality level for the Group consolidated
financial statements as a whole. We determined performance materiality to be
£540,500, which was set at 50% of overall materiality and reflects the
Group's listed status.
Component materiality:
We set materiality for each component of the group based on a percentage of
group materiality dependent on the size and our assessment of risk of material
misstatements of that component. Component materiality, other than the parent
company's, ranged from £60,000 to £757,450. In the audit of each component,
we further applied performance materiality levels of 50% of the component
materiality to our testing to ensure that the risk of errors exceeding
component materiality was appropriately mitigated.
Trivial:
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £54,050 for the group. We also agreed to
report differences below this threshold that, in our view, warranted reporting
on qualitative grounds. We also reported to the Audit Committee on disclosure
matters that we identified when assessing the overall presentation of the
financial statements.
Conclusions relating to Going Concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group's ability to continue to adopt the going concern basis
of accounting included, but was not limited to:
• Critically assessing the going concern assessment prepared by management
covering at least twelve months from the date of approval of the financial
statements and challenging the client as regards the key assumptions and
forecasts used in their assessment; Performing sensitivity analysis on the
cash flow forecast to determine the level of headroom for the group to
continue as a going concern for at least twelve months from the date of
approval of the financial statements; and
• Reviewing the post year end trading performance of the group and comparing it
to the forecasts prepared by management to assess their accuracy; and
• Assessing the adequacy of the going concern disclosures in the financial
statements.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group's ability to continue as
a going concern.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report,
other than the Group financial statements and our auditor's report thereon.
The directors are responsible for the other information contained within the
annual report. Our opinion on the group financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the group financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the Group
financial statements or our knowledge obtained in the course of the audit or
otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether there is a material misstatement in the group financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters where the
Companies (Guernsey) Law, 2008 requires us to report to you if, in our
opinion:
• We have not received all the information and explanations we require for our
audit; or
• Proper accounting records have not been kept by the parent company; or
• The financial statements are not in agreement with the accounting records.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
in the "Directors' Report" section, the directors are responsible for the
preparation of the group financial statements and for being satisfied that
they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of group financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the Group financial statements, the directors are responsible for
assessing the group's and the parent company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the Group financial statements
Our objectives are to obtain reasonable assurance about whether the group
financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users
taken on the basis of these Group financial statements.
A further description of our responsibilities is available on the FRC's
website at
https://www.frc.org.uk/library/standards-codes-policy/audit-assurance-and-ethics/auditors-responsibilities-for-the-audit/#description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements-aef17638
(https://www.frc.org.uk/library/standards-codes-policy/audit-assurance-and-ethics/auditors-responsibilities-for-the-audit/#description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements-aef17638)
. This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess
the risks of material misstatement of the group financial statements due to
fraud; to obtain sufficient appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud, through designing and
implementing appropriate responses to those assessed risks; and to respond
appropriately to instances of fraud or suspected fraud identified during the
audit. However, the primary responsibility for the prevention and detection of
fraud rests with both management and those charged with governance of the
Group.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements
applicable to the group and considered that the most significant are the
Companies (Guernsey) Law, 2008, UK-adopted International Accounting Standards,
the rules of the Alternative Investment Market, and relevant taxation
legislation.
• We obtained an understanding of how the group complies with these requirements
by discussions with management and those charged with governance.
• We assessed the risk of material misstatement of the group financial
statements, including the risk of material misstatement due to fraud and how
it might occur, by holding discussions with management and those charged with
governance.
• We inquired of management and those charged with governance as to any known
instances of non-compliance or suspected non-compliance with laws and
regulations.
• Based on this understanding, we designed specific appropriate audit procedures
to identify instances of non-compliance with laws and regulations. This
included making enquiries of management and those charged with governance and
obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are
less likely to become aware of instances of non-compliance with laws and
regulations that are not closely related to events and transactions reflected
in the Group financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has
been undertaken so that we might state to the company's members those matters
we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Matthew Banton
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6th Floor
9 Appold Street
London
EC1A 2AP
28 June 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes 2023 2022
£'000 £'000
Revenue 5 12,310 9,989
Cost of sales 6 (10,856) (7,609)
Gross profit 1,454 2,380
Operating expenses 7 (6,496) (6,674)
Operating loss before credit losses (5,042) (4,294)
Changes in expected credit losses 22 (4,817) (418)
Operating loss (9,859) (4,712)
FinTech Ventures fair value movement 22 715 (894)
Other net gains 8 39 233
Goodwill impairment 12 - (8,639)
Loss on disposal of other assets 26 (202) -
Profit on disposal of other assets 14 303 -
Loss for the year before tax (9,004) (14,012)
Income tax expense 18 (130) (50)
Loss for the year after tax (9,134) (14,062)
Items that may be reclassified subsequently to profit and loss
Foreign exchange (loss)/gain arising on consolidation (16) 20
Other comprehensive income for the year after tax (16) 20
Total comprehensive loss for the year (9,150) (14,042)
Loss for the year after tax attributable to equity holders of the company (9,134) (14,062)
Total comprehensive loss attributable to equity holders of the company (9,150) (14,042)
Basic Loss per Ordinary Share 10 (1.56)p (2.89)p
Diluted Loss per Ordinary Share 10 (1.56)p (2.89)p
The accompanying Notes in the "Notes to the Financial Statements" section form
an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS Notes 31 December 2023 31 December 2022
£'000 £'000
Non-current assets
Fixed assets 11 294 425
Goodwill 12 - 14,255
Other intangible assets 13 - -
Sancus loans and loan equivalents 22 10,148 23,864
FinTech Ventures investments 22 - -
Other investments 14 50 100
Investments in equity-accounted joint ventures and associates 9 14,255 -
Total non-current assets 24,747 38,644
Current assets
Other assets 14 - 706
Sancus loans and loan equivalents 22 68,617 52,261
Trade and other receivables 15 8,058 5,806
Cash and cash equivalents 4,990 4,134
Total current assets 81,665 62,907
Total assets 106,412 101,551
EQUITY
Share premium 16 118,340 118,340
Treasury shares 16 (1,172) (1,172)
Other reserves (119,144) (109,994)
Capital and reserves attributable to equity holders of the Group (1,976) 7,174
Total equity (1,976) 7,174
LIABILITIES
Non-current liabilities
Borrowings 106,086 90,868
Lease liabilities 130 152
Total non-current liabilities 17 106,216 91,020
Current liabilities
Trade and other payables 925 1,708
Hedging contracts 231 398
Tax liabilities 76 145
Provisions 18 413
Lease liabilities 152 212
Interest payable 770 481
Total current liabilities 17 2,172 3,357
Total liabilities 108,388 94,377
Total equity and liabilities 106,412 101,551
The financial statements were approved by the Board of Directors on 28 June
2024 and were signed on its behalf by:
Director: Stephen Smith Director: John Whittle
The accompanying Notes in the "Notes to the Financial Statements" section form
an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Note Share Premium Treasury Shares Warrants Outstanding Foreign Exchange Retained Earnings/ Capital and reserves attributable to
Reserve (Losses) equity holders of
the Company
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 118,340 (1,172) - 31 (110,025) 7,174
Transactions with owners - - - - - -
Total comprehensive income/(loss) for the year - - - (16) (9,134) (9,150)
Balance at 31 December 2023 118,340 (1,172) - 15 (119,159) (1,976)
Balance at 1 January 2022 116,218 (1,172) 385 11 (96,348) 19,094
Exercise of warrants 16 2,122 - - - - 2,122
Movement in fair value of warrants - - (385) - 385 -
Transactions with owners 2,122 - (385) - 385 2,122
Total comprehensive income/(loss) for the year - - - 20 (14,062) (14,042)
Balance at 31 December 2022 118,340 (1,172) - 31 (110,025) 7,174
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes 31 December 31 December
2023 2022
£'000 £'000
Cash flow from operations, excluding loan movements 19 (10,634) (3,548)
Decrease/(Increase) in Sancus loans 2,501 (140)
Increase in Sancus Loans Limited loans (5,468) (21,450)
Divestment in Sancus Loan Notes 50 -
Net Cash flows used in operating activities (13,551) (25,138)
Investing activities
Net investments in FinTech Ventures 715 (394)
Divestment in Sancus (IOM) Holdings Limited - 516
Investment in joint venture (100) (50)
Expenditure on Sancus Properties Limited - (210)
Sale of Sancus Properties Limited 1,008 -
Property, equipment and other intangibles acquired (3) (17)
Net cash inflow / (outflow) from investing activities 1,620 (155)
Financing activities
Drawdown of Pollen facility 19 10,000 15,250
Capital element of lease payments 19 (229) (212)
Exercise of warrants - 2,122
Issue of bonds 19 - 2,425
Debt issue costs 19 32 (577)
Sale/(Repayment) of ZDPs 19 3,000 (2,037)
Net cash generated by financing activities 12,803 16,971
Effects of foreign exchange (16) 20
Net increase/(decrease) in cash and cash equivalents 856 (8,302)
Cash and cash equivalents at beginning of year 4,134 12,436
Cash and cash equivalents at end of year 4,990 4,134
The accompanying Notes in the "Notes to the Financial Statements" section form
an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Sancus Lending Group Limited (the "Company"), together with its subsidiaries,
(the "Group") was incorporated, and domiciled in Guernsey, Channel Islands, as
a company limited by shares and with limited liability, on 9 June 2005 in
accordance with The Companies (Guernsey) Law, 1994 (since superseded by The
Companies (Guernsey) Law, 2008). Until 25 March 2015, the Company was an
Authorised Closed-ended Investment Scheme and was subject to the Authorised
Closed-ended Investment Scheme Rules 2008 issued by the Guernsey Financial
Services Commission ("GFSC"). On 25 March 2015, the Company was registered
with the GFSC as a Non-Regulated Financial Services Business ("NRFSB"), at
which point the Company's authorised fund status was revoked. The Company's
Ordinary Shares were admitted to trading on the AIM market of the London Stock
Exchange on 5 August 2005 and its issued zero dividend preference shares were
listed and traded on the Standard listing Segment of the main market of the
London Stock Exchange with effect from 5 October 2015. The Company changed
where its business is managed and controlled, from Guernsey to Jersey,
effective 1 April 2023. The Board agreed that the Company should revoke its
NRFSB status, which was completed on 23 June 2023.
The Company does not have a fixed life and the Articles do not contain any
trigger events for a voluntary liquidation of the Company. The Company is an
operating company for the purpose of the AIM rules. The Executive Management
Team is responsible for the management of the Company.
As at 31 December 2023, the Group comprises the Company and its subsidiaries
(Note 20).
The Company has taken advantage of the exemption conferred by the Companies
(Guernsey) Law, 2008, Section 244, not to prepare company only financial
statements.
2. ACCOUNTING POLICIES
(a) Basis of preparation
The consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards, and all applicable requirements
of Guernsey Company Law. The financial statements have been prepared under the
historical cost convention, as modified for the measurement of investments at
fair value through profit or loss. With the exception of any new and amended
accounting standards which require policy changes, detailed in Note 2 (v), the
principal accounting policies of the Group have remained unchanged from the
previous year and are set out below. Comparative information in the primary
statements is given for the year ended 31 December 2022.
The Group does not operate in an industry where significant or cyclical
variations, as a result of seasonal activity, are experienced during any
particular financial period.
Going Concern
The Group has reported an operating loss of £9.9m (2022: £4.7m) for the
year. This is primarily due to an ECL charge of £4.8m (2022: £0.4m). As at
31 December 2023 the Group had net liabilities of (£1.9m) (2022: net assets
of £7.2m) including cash and cash equivalents of £5.0m (2022: £4.1m)
The Directors have considered the going concern basis in the preparation of
the financial statements as supported by the Director's assessment of the
Company's and Group's ability to pay its liabilities as they fall due and have
assessed the current position and the principal risks facing the business with
a view to assessing the prospects of the Company. The Directors have
prepared a cash flow forecast for the period to 30 September 2025 which shows
that the Company and the Group will have sufficient cash resources to meet
their ongoing liabilities as they fall due for at least twelve months from the
date of approval of these financial statements. Following the extension of
the ZDPs at the end of 2022, for a further 5 years to 5 December 2027 and with
the Bonds maturity date not until 31 December 2025, the Company does not have
any debt liabilities that fall due within the next 12 months. Based on this,
along with the issuance of preference shares by a subsidiary of the Group in
April 2024 and as set out in Note 27 to these financial statements, the
Directors are of the opinion that the Company and Group has adequate financial
resources to continue in operation and meet its liabilities as they fall due
for the foreseeable future.
It is however expected, whereby equity is required to facilitate an increase
in drawdown from institutional funding lines that the Company will require
growth capital to fund the continued growth of the loan book. The Company's
largest shareholder, Somerston, has indicated their willingness to support the
Company's growth plans. The Company will be looking at options available to
raise additional growth capital over the course of the year, which may include
a form of equity raise or sale by the Company of ZDP shares held in treasury.
The Directors therefore believe it is appropriate to continue to adopt the
going concern basis in preparing the financial statements.
(b) Basis of consolidation
The financial statements comprise the results of Sancus Lending Group and its
subsidiaries for the year ended 31 December 2023. The subsidiaries are all
entities where the Company has the power to control the investee, is exposed,
or has rights to variable returns and has the ability to use its power to
affect these returns. Subsidiaries are fully consolidated from the date on
which control is transferred to the Company. They are deconsolidated from the
date that control ceases. Profit or loss and other comprehensive income of
subsidiaries acquired or disposed of during the year is recognised from the
effective date of acquisition, or up to the effective date of disposal, as
applicable. Intercompany transactions, balances and unrealised gains on
transactions between Group companies are eliminated in full on consolidation.
(c) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held on call with
banks and other short term highly liquid investments that are readily
convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.
(d) Dividends
Dividend distributions are made at the discretion of the Company. A dividend
distribution to shareholders is accounted for as a reduction in retained
earnings. A proposed dividend is recognised as a liability in the period in
which it has been approved and declared by the Directors.
(e) Expenditure
All expenses are accounted for on an accruals basis. Management fees,
administration fees, finance costs and all other expenses (excluding share
issue expenses which are offset against share premium) are charged through the
Consolidated Statement of Comprehensive Income.
(f) Financial assets and liabilities
Classification, recognition and initial measurement
Classification and measurement of debt assets is driven by the business model
for managing the financial assets and the contractual cash flow
characteristics of those financial assets. There are three principal
classification categories for financial assets that are debt instruments: (i)
amortised cost, (ii) fair value through other comprehensive income and (iii)
fair value through profit and loss. Equity investments in the scope of IFRS 9
are measured at fair value with gains and losses recognised in profit and loss
unless an irrevocable election is made to recognise gains or losses in other
comprehensive income.
We are a lending business, which participates in financing to borrowers,
Sancus loans, loan equivalents and loans through platforms. As a result all of
these loans/loan equivalents are held solely for the collection of contractual
cash flows, being interest, fees and payment of principal. These assets are
held at amortised cost using the effective interest rate method, adjusted for
any credit loss allowance.
FinTech Ventures investments relate to equity, preference shares and some
working capital loans. Whilst some of these investments attract interest, the
assets are held primarily to assist the development of the entities involved.
These investments are held at fair value with charges recognised in profit and
loss.
Trade payables, financial liabilities and trade receivables are held solely
for the collection and payment of contractual cash flows, being payments of
principal and interest where applicable. Trade receivables are held at
amortised cost using the effective interest rate method, adjusted for any
credit loss allowance. Trade payables and financial liabilities are held at
amortised cost with any interest cost calculated in accordance with the
effective interest rate.
Financial assets and financial liabilities are initially recognised on the
trade date, which is the date on which the Group becomes party to the
contractual provisions of the instrument.
Financial assets and financial liabilities at fair value through profit or
loss are initially recognised at fair value, with transaction costs recognised
in the Consolidated Statement of Comprehensive Income. Financial assets and
financial liabilities not at fair value through profit or loss are initially
recognised at fair value plus transaction costs that are directly attributable
to their acquisition or issue.
Subsequent to initial recognition, financial assets are either measured at
fair value or amortised cost as noted above. Realised gains and losses arising
on the derecognition of financial assets and liabilities are recognised in the
period in which they arise. The effect of discounting on trade and other
receivables is not considered to be material.
Fair value measurement
"Fair value" is the price that would be received to sell an asset or be paid
to transfer a liability in an orderly transaction between market participants
at the measurement date in the principal or, in its absence, the most
advantageous market to which the Group has access at that date. The fair value
of a liability reflects its non-performance risk.
When available, the Group measures the fair value of an instrument using
quoted price in an active market for that instrument. A market is regarded as
"active" if transactions of the asset or liability take place with sufficient
frequency and volume to provide pricing information on an on-going basis. The
Group measures financial instruments quoted in an active market at a mid
price.
If there is no quoted price in an active market, the Group uses valuation
techniques that maximise the use of relevant observable inputs and minimise
the use of unobservable inputs. The chosen valuation technique incorporates
all of the factors that market participants would take into account in pricing
a transaction. Please refer to Note 22.
The Group recognises transfers between levels of the fair value hierarchy as
at the end of the reporting period during which the change has occurred. If in
the case of any investment the Directors at any time consider that the above
basis of valuation is inappropriate or that the value determined in accordance
with the foregoing principles is unfair, they are entitled to substitute what
in their opinion, is a fair value. Gains and losses arising from changes in
the fair value of the financial assets and liabilities at fair value through
profit or loss are included in the Consolidated Statement of Comprehensive
Income in the period in which they arise.
Debt and Equity Instruments
Debt and equity instruments issued by a group entity are classified as either
financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an
equity instrument. An equity instrument is any contract that evidences a
residual interest in the assets of an entity after deducting all of its
liabilities.
Equity instruments are recorded at the proceeds received less any direct costs
of issue.
Derecognition
Sales of all financial assets are recognised on trade date - the date on which
the Group disposes of the economic benefits of the asset. Financial assets are
derecognised when the rights to receive cash flows from the asset have expired
or the Group has transferred substantially all risks and rewards of ownership.
On derecognition of a financial asset, the difference between the carrying
amount of the asset (or the carrying amount allocated to the portion of the
asset derecognised) and the consideration received (including any new asset
obtained less any new liability assumed) is recognised in the Consolidated
Statement of Comprehensive Income. Any interest in such transferred financial
assets that is created or retained by the Company is recognised as a separate
asset or liability.
The Group derecognises a financial liability when its contractual obligations
are discharged, cancelled or expire.
Derivative financial instruments
The Group enters into foreign exchange forward contracts in order to manage
its exposure to foreign exchange rate movements. Further details can be found
in Note 22.
Forward contracts are initially recognised at fair value at the date the
contract is entered into and are subsequently remeasured to their fair value
at each balance sheet date. Resulting gains/losses are recognised in profit or
loss immediately. Forward contracts with positive fair value are recognised as
financial assets whereas forward contracts with negative fair value are
recognised as financial liabilities. Contracts are presented as non-current
assets or liabilities if the remaining maturity of the instrument is more than
12 months and is not expected to be settled within 12 months. Other contracts
are presented as current assets.
Expected credit losses
Credit risk is assessed at initial recognition of each financial asset and
subsequently re-assessed at each reporting period-end. For each category of
Credit risk loans have been categorized into Stage 1, Stage 2 and Stage 3 with
Stage 1 being to recognise 12 month Expected Credit Losses (ECL), Stage 2
being to recognise Lifetime ECL not credit impaired and Stage 3 being to
recognise Lifetime ECL credit impaired. When for example LTV exceeds 65% or
amounts become 30 days past due judgement will be used to reassess whether
Credit risk has increased significantly enough to move the loan from one stage
to another. A loan is considered to be in default when there is a failure to
meet the legal obligation of the loan agreement. This would include provisions
against loans that are considered by management as unlikely to pay their
obligations in full without realisation of collateral. Refer to Note 22 for
further details.
Sancus loans and loan equivalents are assessed for credit risk based on
information available at initial recognition, predominantly (but not solely)
using Loan to Value (LTV). For trade and other receivables, the Group has
applied the simplified approach to recognise lifetime expected credit losses
although loan interest receivable is included in the gross carrying value when
determining ECL.
Provision for ECL is calculated using the credit risk, the probability of
default and the probability of loss given default, all underpinned by the LTV,
historical position, forward looking considerations and on occasion subsequent
events, and the subjective judgement of the Board. ECL assumes the life of the
loan is consistent with contractual term.
Financial guarantee contracts
Financial guarantee contracts are only recognised as a financial liability
when it becomes probable that the guarantee will be called upon in the future.
The liability is measured at fair value and subsequently in accordance with
the expected credit loss model under IFRS 9. The fair value of financial
guarantees is determined based on the present value of the difference in cash
flows between contracted payments required under the debt instrument and the
payments that would be required without the guarantee, or the estimated amount
that would be payable to a third party for assuming the obligations.
(g) Foreign currency translation
Functional and presentation currency
The financial statements of the Group are presented in the currency of the
primary economic environment in which the Company operates (its functional
currency). The Directors have considered the primary economic environment of
the Company and considered the currency in which finance is raised,
distributions made, and ultimately what currency would be returned if the
Company was wound up. The Directors have also considered the currency to which
the underlying investments are exposed. On balance, the Directors believe
Sterling best represents the functional currency of the Company. Therefore,
the books and records are maintained in Sterling and for the purpose of the
financial statements, the results and financial position of the Group are
presented in Sterling, which is also the presentation currency of the Group.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the
Consolidated Statement of Comprehensive Income. Non-monetary items measured at
historical cost are translated using the exchange rates at the date of the
transaction (not retranslated). Non-monetary items measured at fair value are
translated using the exchange rates at the date when fair value was
determined.
All subsidiaries are presented in Sterling, which is the primary currency in
which they operate with the exception of Sancus Lending (Ireland) Limited
whose primary currency is the Euro. Translation differences on non-monetary
items are reported as part of the fair value gain or loss reported in the
Consolidated Statement of Comprehensive Income.
Foreign exchange differences arising on consolidation of the Group's foreign
operations are taken direct to reserves. The rates of exchange as at the
year-end are £1: USD1.2731 (31 December 2022 USD1.2101) and £1: EUR1.1534
(31 December 2022 EUR1.1284).
(h) Goodwill
Goodwill represents the future economic benefits arising from a business
combination that are not individually identified and separately recognised.
Goodwill is measured as the excess of (a) the aggregate of: (i) the
consideration transferred measured in accordance with IFRS 3, which generally
requires acquisition-date fair value; (ii) the amount of any non-controlling
interest in the acquiree measured in accordance with IFRS 3; and (iii) in a
business combination achieved in stages, the acquisition-date fair value of
the acquirer's previously held equity interest in the acquiree; over (b) the
net of the acquisition-date amounts of the identifiable assets acquired and
the liabilities assumed measured in accordance with IFRS 3. Goodwill is
carried at cost less accumulated impairment losses. Refer to Note 2 (k) for a
description of impairment testing procedures and Note 12 for details on
impairment testing.
(i) Interest costs
Interest costs are recognised when economic benefits are due to debt holders.
Interest costs are accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash payments through the expected
life of the financial liability to the liability's net carrying amount on
initial recognition.
(j) Other intangible assets
Intangible assets with finite useful lives are amortised to profit or loss on
a straight-line basis over their estimated useful lives. Useful lives and
amortisation methods are reviewed at the end of each annual reporting period,
or more frequently when there is an indication that the intangible asset may
be impaired, with the effect of any changes accounted for on a prospective
basis. Amortisation commences when the intangible asset is available for use.
The residual value of intangible assets is assumed to be zero.
Computer software
Costs associated with maintaining computer software programmes are recognised
as an expense as incurred. Development costs that are directly attributable to
the design and testing of identifiable and unique software products controlled
by the Group are recognised as intangible assets when the following criteria
are met:
• It is technically feasible to complete the software product so that it will be
available for use.
• Management intends to complete the software product and use or sell it.
• There is an ability to use or sell the software product.
• It can be demonstrated how the software product will generate probable future
economic benefits.
• Adequate technical, financial and other resources to complete the development
and to use or sell the software product are available.
• The expenditure attributable to the software product during its development
can be reliably measured.
Directly attributable costs that are capitalised as part of the software
product include the software development employee costs and third party
contractor costs. Other development expenditures that do not meet these
criteria are recognised as an expense as incurred. Development costs
previously recognised as an expense are not recognised as an asset in a
subsequent period. Capitalised development costs are recorded as intangible
assets and amortised from the point at which the asset is ready for use over
their estimated useful lives, which does not exceed four years.
(k) Impairment testing of goodwill, intangible assets and
property and equipment
An impairment loss is recognised for the amount by which the asset's or
cash-generating unit's carrying amount exceeds its recoverable amount, which
is the higher of fair value less costs of disposal and value-in-use. To
determine the value-in-use, management estimates expected future cash flows
from each cash-generating unit and determines a suitable discount rate in
order to calculate the present value of those cash flows. The data used for
impairment testing procedures are directly linked to the Group's latest
approved budget, adjusted as necessary to exclude the effects of future
reorganisations and asset enhancements. Discount factors are determined
individually for each cash-generating unit and reflect management's assessment
of respective risk profiles, such as market and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount
of any goodwill allocated to that cash-generating unit. Any remaining
impairment loss is charged pro rata to the other assets in the cash-generating
unit. With the exception of goodwill, all assets are subsequently reassessed
for indications that an impairment loss previously recognised may no longer
exist. An impairment loss is reversed if the asset's or cash-generating unit's
recoverable amount exceeds its carrying amount.
All impairments or subsequent reversals of impairments are recognised in the
Consolidated Statement of Comprehensive Income.
(l) Investment in Joint Venture and associates
A joint venture is a joint arrangement over which the Group has joint control.
An associate is an entity over which the Group has significant influence but
is not a subsidiary.
An investment in a joint venture or associate is accounted for by the Group
using the equity method except for certain FinTech Ventures associates as
described in Note 3. These are measured at fair value through profit or loss
in accordance with policy Note 2 (f).
Any goodwill or fair value adjustment attributable to the Group's share in the
joint venture or associate is not recognised separately and is included in the
amount recognised as an investment.
The carrying amount of the investment in a joint venture or associate is
increased or decreased to recognise the Group's share of the profit or loss
and other comprehensive income of the joint venture or associate and adjusted
where necessary to ensure consistency with the accounting policies of the
Group.
Unrealised gains and losses on transactions between the Group and its joint
venture or associate are eliminated to the extent of the Group's interest in
the entity. Where unrealised losses are eliminated, the underlying asset is
also tested for impairment.
(m) Non-Current Liabilities
Loans payable are recognised initially at fair value less directly
attributable transaction costs. Subsequent to initial recognition, loans
payable are stated at amortised cost using the effective interest rate method.
The ZDPs are contractually required to be redeemed on their maturity date and
they will be settled in cash, thus, ZDP shares are classified as liabilities
(refer to Note 17) in accordance with IAS 32 Financial Instruments:
Presentation. After initial recognition, these liabilities are measured at
amortised cost, which represents the initial proceeds of the issuance plus the
accrued entitlement to the reporting date. Any ZDPs acquired by the group, as
noted in Note 17, are held in Treasury and shown as a reduction in carrying
value.
(n) Property and equipment
Tangible fixed assets include computer equipment, furniture and fittings
stated at cost less accumulated depreciation. Depreciation is provided at
rates calculated to write off the cost of tangible property and computer
equipment on a straight-line basis over its expected useful economic life as
follows:
Furniture and fittings: 3 to 5 years
Computer equipment: 2 to 4 years
(o) Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for services provided in the
normal course of business, net of discounts, VAT and other sales-related taxes
where applicable in the Group. Revenue is reduced for estimated rebates and
other similar allowances. The Group has five principal sources of revenue and
related accounting policies are outlined below:
Interest on loans
Interest income is recognised in accordance with IFRS 9. Interest income is
accrued over the contractual life of the loan, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected
life of the financial asset to that asset's net carrying amount on initial
recognition.
Dividend income
Dividend income from investments is recognised when the shareholders' rights
to receive payment have been established (provided that it is probable that
the economic benefits will flow to the Group and the amount of revenue can be
measured reliably).
Fee income on syndicated and non-syndicated loans
In accordance with the guidance in IFRS 15 Revenue, the Group distinguishes
between fees that are an integral part of the effective interest rate of a
financial instrument, fees that are earned as services are provided, and fees
that are earned on the execution of a significant act.
i) Commitment and arrangement fees
Commitment and arrangement fees earned for syndicated loans are recognised on
origination of the loan as compensation for the service of syndication. This
is a reflection of the commercial reality of the operations of the business to
arrange and administer loans for other parties i.e. the execution of a
significant act and satisfying the Group's performance obligation at the point
of arranging the loan.
Consistent with the policy outlined above, commitment and arrangement fees
earned on loans originated for the sole benefit of the Group are also recorded
in revenue on completion of the service of analysing or originating the loan.
Whilst this is not in accordance with the requirements of the effective
interest rate method outlined in IFRS 9 Financial Instruments, this is not
considered to have a material impact on the financial performance or financial
position of the Group.
i) Exit fees
Where a loan is syndicated and has standard terms the exit fee is recognised
as part of the arrangement fee, reflecting the costs of syndication at the
start of the loan. Where a loan is syndicated and has milestones or conditions
which determine if the fee becomes payable and/or the magnitude of the fee the
exit fee is treated as variable consideration in line with IFRS 15 and is only
recognised when the relevant milestones/conditions are met. Where loans are
not syndicated the exit fee is deemed to be part of the effective interest
rate and recognised over the term of the loan.
ii) Fee income earned by peer-to-peer subsidiary platforms
Fee income earned by subsidiaries whose principal business is to operate
online lending platforms that arrange financing between Co-Funders and
Borrowers includes arrangement fees, trading transaction fees, repayment fees
and other lender related fees. Revenue earned from the arrangement of
financing is classified as a transaction fee and is recognised immediately
upon acceptance of the arrangement by borrowers. Other transaction fees,
including revenue from Co-Funders in relation to the sale of their loan
participations in platform secondary markets is also recognised immediately.
Loan repayment fees are charged on a straight-line basis over the repayments
of the borrower's financing arrangement.
iii) Advisory fees
Advisory fee income is invoiced and recognised on an accruals basis in
accordance with the relevant investment advisory agreement.
(p) Share based payments
As explained in the Remuneration Report, the Company provides a discretionary
bonus, part of which may be satisfied through the issuance of the Company's
own shares, to certain senior management. The cost of such bonuses is taken to
the Consolidated Statement of Comprehensive Income with a corresponding credit
to Shareholders' Equity. The fair value of any share options granted is
determined at the grant date and the expense is spread over the vesting period
in accordance with IFRS 2.
(q) Taxation
Current tax, including corporation tax in relevant jurisdictions that the
Group operates in, is provided at amounts expected to be paid (or recovered)
using the tax rates and laws that have been enacted or substantively enacted
by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right
to pay less tax in the future have occurred at the balance sheet date.
Timing differences are differences between the Group's taxable profits, and
its results as stated in the financial statements, that arise from the
inclusion of gains and losses in tax assessments in periods different from
those in which they are recognised in the financial statements.
(r) Treasury shares
Where the Company purchases its own Share Capital, the consideration paid,
which includes any directly attributable costs, is recognised as a deduction
from Share Premium.
When such shares are subsequently sold or reissued to the market, any
consideration received, net of any directly attributable incremental
transaction costs, is recognised as an increase in Share Premium. Where the
Company cancels treasury shares, no further action is required to the Share
Premium account at the time of cancellation.
(s) Warrants
Warrants are accounted for as either equity or liabilities based upon the
characteristics and provisions of each instrument and are recorded at fair
value as of the date of issuance. In subsequent periods an amount representing
the difference between the warrant exercise price and the prevailing market
price of the company's shares is transferred from/to retained earnings to/from
warrants outstanding.
(t) Inventories - Development properties
Inventories are stated at the lower of cost and net realisable value. Cost
comprises initial outlay and, where applicable, additional costs that have
been incurred in bringing the inventories to their present location and
condition. Net realisable value represents the estimated selling price less
all estimated costs of completion and costs to be incurred in marketing and
selling. Repossessed assets are accounted for under IAS 2: Inventories because
the Group will either immediately seek to dispose of those assets which are
readily marketable or pursue the original development plans to sell for those
that are not readily marketable. Such assets are classed as "Other Assets"
within current assets on the Statement of Financial Position.
(u) Leases
The Group assesses whether a contract is or contains a lease, at inception of
the contract. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases with a lease term of
12 months or less) and leases of low value assets. For these leases, the Group
recognises the lease payments as an operating expense on a straight-line basis
over the term of the lease unless another systematic basis is more
representative of the time pattern in which economic benefits from the leased
assets are consumed.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise
fixed lease payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or rate
(initially measured using the index or rate at the commencement date), the
amount expected to be payable by the lessee under residual value guarantees,
the exercise price of purchase options (if the lessee is reasonably certain to
exercise the options) and payments of penalties for terminating the lease if
the lease term reflects the exercise of an option to terminate the lease.
The lease liability is presented within current and non-current liabilities in
the consolidated statement of financial position. It is subsequently measured
by increasing the carrying amount to reflect interest on the lease liability
(using the effective interest method) and by reducing the carrying amount to
reflect the lease payments made. The Group remeasures this liability (and
makes a corresponding adjustment to the related right-of-use asset) whenever
the lease term has changed or there is a change in the lease payments used on
inception to measure the liability as described above.
The right-of-use assets comprise the initial measurement of the corresponding
lease liability, lease payments made at or before the commencement day, less
any lease incentives received and any initial direct costs. They are
subsequently measured at cost less accumulated depreciation and impairment
losses.
Right-of-use assets are depreciated over the shorter period of lease term and
useful life of the underlying asset. If a lease transfers ownership of the
underlying asset or the cost of the right-of-use asset reflects that the Group
expects to exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset. The depreciation
starts at the commencement date of the lease.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired
and accounts for any identified impairment loss as described in the 'Property,
Plant and Equipment' policy.
Variable rents that do not depend on an index or rate are not included in the
measurement of the lease liability and the right-of-use asset. The related
payments are recognised as an expense in the period in which the event or
condition that triggers those payments occurs and are included in 'Operating
expenses' in profit or loss.
(v) Adoption of new and revised Standards
New and amended standards adopted by the Group
The Group has applied the following standards and amendments for the first
time for its annual reporting period commencing 1 January 2023:
IFRS 17 Insurance Contracts
Definition of Accounting Estimates - amendments to IAS 8i
International Tax Reform - Pillar Two Model Rules - amendments to IAS 12
Deferred Tax related to Assets and Liabilities arising from a Single
Transaction - amendments to IAS 12
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice
Statement 2
The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or
future periods.
New standards and interpretations not yet adopted
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January
2024:
Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases).
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1
Presentation of Financial Statements).
Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of
Financial Statements).
Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and
IFRS 7 Financial Instruments: Disclosures).
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current
and Amendments to IAS 1 - Non-current Liabilities with Covenants.
The following amendment is effective for the period beginning 1 January 2025:
Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates)
The Group is currently assessing the impact of these new accounting standards
and amendments. The Group does not expect any other standards issued by the
IASB, but are yet to be effective, to have a material impact on the Group.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS IN
APPLYING ACCOUNTING POLICIES
In the application of the Group's accounting policies, which are described in
Note 2, the directors are required to make judgements (other than those
involving estimations) that have a significant impact on the amounts
recognised and to make estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience
and other factors that are considered to be relevant. Actual results may
differ from these estimates. There is no change in applying accounting
policies for critical accounting estimates and judgments from the prior year.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
Critical judgements in applying the group's accounting policies
The following are the critical judgements, apart from those involving
estimations (which are dealt with separately below), that the directors have
made in the process of applying the Group's accounting policies and that have
the most significant effect on the amounts recognised in the financial
statements.
Fair value accounting for FinTech Ventures investments
Some of the Group's FinTech Ventures investments meet the definition of an
associate. However, the Group has applied the exemption available under IAS
28.18 which states that when an investment in an associate is held by, or is
held indirectly through, an entity that is a venture capital organisation, the
entity may elect to measure investments in those associates at fair value
through profit or loss in accordance with IFRS 9 - Financial Instruments.
The Directors consider that the Group is of a nature similar to a venture
capital organisation on the basis that FinTech Ventures investments form part
of a portfolio which is monitored and managed without distinguishing between
investments that qualify as associate undertakings and those that do not.
Furthermore, the most appropriate point in time for exit from such investments
is being actively monitored as part of the Group's investment strategy.
The Group therefore designates those investments in associates which qualify
for this exemption as fair value through profit or loss. Refer to Note 22 for
fair value techniques used. If the Group had not applied this exemption the
investments would be accounted for using the equity method of accounting. This
would have the impact of taking a share of each investment's profit or loss
for the year and would also affect the carrying value of the investments.
The Directors consider that equity and loan stock share the same investment
characteristics and risks and they are therefore treated as a single unit of
account for valuation purposes and a single class for disclosure purposes.
Exit fees
The Directors consider that the economic measurement of fee revenues that
arise and become due on the completion of a loan (exit fees and warrants)
should be accounted for as variable consideration and the exit fee constrained
to the extent that it is highly probable that a significant reversal in the
amount of cumulative revenue recognised will not occur. Variable consideration
is included based on the expected value or most likely amount, with the
estimated transaction price associated with syndication services (being the
performance obligation to which these fees are attributable) due on collection
of the loan, updated at the end of each reporting period to represent the
circumstances present and any changes in circumstances during the reporting
period. This includes factors such as timing risk, liquidity risk, quantum
uncertainty and conditions precedent in the syndicated finance contract. The
Directors consider that this treatment best reflects the commercial operations
of the Group as an administrator of loan arrangements.
IFRS 10 Control Judgements
Judgement is sometimes required to determine whether after considering all
relevant factors, the Group has control, joint control or significant
influence over an entity or arrangement. Other companies may make different
judgements regarding the same entity or arrangement. The Directors have
assessed whether or not the Group has control over Sancus Loan Notes 8 based
on whether the Group has the practical ability to direct the relevant
activities unilaterally. In making their judgement, the directors considered
the rights associated with its investment in preference shares. After
assessment, the directors concluded that the Group does not have the ability
to affect returns through voting rights (the preference shares do not have
voting rights) or other arrangements such as direct management of these
entities (the Group does not have control over the investment manager). If the
Directors had concluded that the ownership of preference shares was sufficient
to give the Group control, these entities would instead have been consolidated
with the results of the Group.
IFRS 9 Credit Risk
Credit risk and determining when a significant increase in credit risk has
occurred are critical accounting judgements and are assessed at each reporting
period end. Credit risk is used to calculate expected credit losses (ECL).
Further details on credit risk can be found in Note 22.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the reporting period, that may have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are discussed below.
Impairment of goodwill and joint venture investments
As detailed in Note 9, the Directors have assessed the carrying value of joint
venture investments entered into by the Group. This assessment includes
discounted cash flow value-in-use analysis. Given the nature of the Group's
operations, the calculation of value in use is sensitive to the estimation of
future cash flows and the discount rates applied.
IFRS 9 ECL
Key areas of estimation and uncertainty are the probabilities of default (PD)
and the probabilities of loss given default (PL) which are used along with the
credit risk in the calculation of ECL. Further details on ECLs, PD and PL can
be found in Note 22. Should the estimates of PD or PL prove to be different
from what actually happens in the future, then the recoverability of loans
could be higher or lower than the accounts currently suggest, although this
should be mitigated by the levels of LTV which are, in the main, less than
70%. Where loans are in default and classified within stage 3, the Directors
estimate of the present value of amounts recoverable through enforcement or
other repayment plans could be materially different to the actual proceeds
received to settle the balances due. In respect of certain loans held by the
Group, the range of outcomes is significant and has a material impact on the
calculation of ECL.
Fair Value of the FinTech Ventures investments
The Group invests in financial instruments which are not quoted in active
markets and measures their fair values as detailed in Note 22.
All of the FinTech Ventures investments are categorised as Level 3 in the fair
value hierarchy. In the past the Directors have estimated the fair value of
financial instruments using discounted cash flow methodology, comparable
market transactions, recent capital raises and other transactional data
including the performance of the respective businesses. Having considered the
terms, rights and characteristics of the equity and loan stock held by the
Group in the FinTech Ventures investments, the Board's estimate of liquidation
value of these assets is £Nil at 31 December 2023 (31 December 2022: £Nil).
Changes in the performance of these businesses and access to future returns
via its current holdings could affect the amounts ultimately realised on the
disposal of these investments, which may be greater or less than £nil. There
have been no transfers between levels in the period (2022: None).
4. SEGMENTAL REPORTING
Operating segments are reported in a manner consistent with the manner in
which the Executive Management Team reports to the Board, which is regarded to
be the Chief Operating Decision Maker (CODM) as defined under IFRS 8. The main
focus of the Group is Sancus. Bearing this in mind the Executive Management
Team have identified 4 segments based on operations and geography.
Finance costs and Head Office costs are not allocated to segments as such
costs are driven by central teams who provide, amongst other services,
finance, treasury, secretarial and other administrative functions based on
need. The Group's borrowings are not allocated to segments as these are
managed by the Central team. Segment assets and liabilities are measured in
the same way as in these financial statements and are allocated to segments
based on the operations of the segment and the physical location of those
assets and liabilities.
The four segments based on geography, whose operations are identical (within
reason), are listed below. Note that Sancus Loans Limited, although based in
the UK, is reported separately as a stand-alone entity to the Board and as
such is considered to be a segment in its own right.
1. Offshore
Contains the operations of Sancus Lending (Jersey) Limited, Sancus Lending
(Guernsey) Limited, Sancus Properties Limited, Sancus Group Holdings Limited
and Sancus Lending (Gibraltar) Limited up to the date of its sale on 15 March
2023.
2. United Kingdom (UK)
Contains the operations of Sancus Lending (UK) Limited and Sancus Holdings
(UK) Limited.
3. Ireland
Contains the operations of Sancus Lending (Ireland) Limited.
4. Sancus Loans Limited
Contains the operations of Sancus Loans Limited.
Reconciliation to Consolidated Financial Statements
Year to 31 December 2023 Offshore UK Ireland Sancus Loans Limited (SLL) Sancus Debt Costs Total Sancus Head Office SLL Debt Costs Fintech Ventures Fair Value & Forex Other Consolidated Financial Statements
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 1,275 3,025 2,164 (1,799) - 4,665 - 7,645 - - 12,310
Operating (loss)/profit * (530) 501 1,060 (1,846) - (815) (1,315) - - (19) (2,149)
Credit Losses (1,120) (31) - (3,666) - (4,817) - - - - (4,817)
Debt Costs - - - - (2,893) (2,893) - - - - (2,893)
Other (losses)/gains 96 - 5 152 - 253 - - 715 (13) 955
Loss on JVs and associates - - - - - - - - - (100) (100)
Taxation 3 - (133) - - (130) - - - - (130)
(Loss)/Profit After Tax (1,551) 470 932 (5,360) (2,893) (8,402) (1,315) - 715 (132) (9,134)
Year to 31 December 2022
Revenue 1,372 2,679 1,547 (725) - 4,873 - 5,116 - - 9,989
Operating Profit/(loss) * (943) (446) 647 (744) - (1,486) (1,026) - - (31) (2,543)
Credit Losses (244) - - (174) - (418) - - - - (418)
Debt Costs - - - - (1,751) (1,751) - - - - (1,751)
Other Gains/(losses) (8,630) - 10 191 - (8,429) - - (894) 57 (9,266)
Loss on JVs and associates - - - - - - - - - (34) (34)
Taxation 18 - (68) - - (50) - - - - (50)
(Loss)/Profit After Tax (9,799) (446) 589 (727) (1,751) (12,134) (1,026) - (894) (8) (14,062)
* Operating Profit/(loss) before credit losses and debt costs
Sancus Loans Limited is consolidated into the Group's results as it is 100%
owned by Sancus Group. However, the reality is that Sancus Loans Limited is a
Co-Funder the same as any other Co-Funder. As a result the Board reviews the
economic performance of Sancus Loans Limited in the same way as any other
Co-Funder, with revenue being stated net of debt costs. Operating expenses
include recharges from UK to Offshore £490,000 (2022: £466,000), Offshore to
Ireland £74,000 (2022: £127,000), Head Office to Offshore £125,000 (2022:
£125,000) and UK to Head Office £212,000 (2022: Offshore to Head Office
£8,000).
Reconciliation to Financial Statements
At 31 December 2023 Offshore UK Ireland Sancus Loans Limited (SLL) Total Sancus Head Office Fintech Portfolio Other Inter Segment Balances Consolidated Financial Statements
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Total Assets 32,329 17,298 1,668 86,822 138,117 59,306 - 9 (91,020) 106,412
Total Liabilities (54,670) (18,494) (273) (96,832) (170,269) (29,130) - (9) 91,020 (108,388)
Net (Liabilities)/ Assets (22,341) (1,196) 1,395 (10,010) (32,152) 30,176 - - - (1,976)
Head Office liabilities include borrowings £28,917,000 (2022: £24,042,000).
Other FinTech assets and liabilities are included within "Other."
5. REVENUE
2023 2022
£'000 £'000
Co-Funder fees 2,730 1,733
Earn out (exit) fees 1,188 677
Transaction fees 2,260 3,063
Total revenue from contracts with customers 6,178 5,473
Interest on loans 167 83
Pollen Interest income 5,847 4,390
Sundry income 118 43
Total Revenue 12,310 9,989
The disaggregation of revenue reflects the different performance obligations
in contracts with customers as described in the accounting policy Note 2(o)
and the typical timing of payment for those relevant revenue streams.
6. COST OF SALES
2023 2022
£'000 £'000
Interest costs 2,917 1,789
Pollen interest costs 7,645 5,116
Other cost of sales 294 704
Total cost of sales 10,856 7,609
7. OPERATING EXPENSES
2023 2022
£'000 £'000
Amortisation and depreciation 282 305
Audit fees 128 140
Company secretarial 119 112
Corporate insurance 68 (16)
Employment costs 4,276 4,858
Investor relations expenses 79 63
Legal and professional 355 (141)
Marketing expenses 76 255
NOMAD fees 75 75
Other office and administration costs 923 901
Pension costs 79 101
Registrar fees 31 16
Sundry 5 5
6,496 6,674
8. OTHER NET GAINS/(LOSSES)
The £39,000 other net gains is made up of gains on foreign exchange £139,000
and loss on joint ventures and associates of £100,000. (2022 £233,000 other
net gains: consist of gains on foreign exchange £267,000 and loss on joint
ventures and associates of £34,000).
9. INVESTMENTS IN JOINT VENTURES
31 December 2023 31 December 2022
£'000 £'000
At beginning of year - 500
Additions - joint venture 100 -
Additions - goodwill 14,255 -
Impairment of joint venture (100) -
Disposals - (500)
At end of year 14,255 -
The Group has a 50% share in Amberton Limited. The addition in the year
represents £100,000 of investment in Amberton Limited and which was
subsequently written down to a carrying value of £Nil. Amberton Limited,
which is a Jersey registered entity, was incorporated in January 2021 and has
been established as a joint venture to manage the loan note programme going
forward.
On 5 December 2023, the Group entered into a Joint Venture ("JV") agreement
with Hawk Family Office Limited for a new bridge and development lending
business in the Channel Islands. Sancus Lending (Jersey) Limited ("SLJL")
entered into a Business and Asset Purchase Agreement ("BAPA") with Hawk
Lending Limited (the previous lending business of Hawk Family Office Limited)
and Hawkbridge Limited (the new joint venture lending business)
("Hawkbridge"). Under the terms of the BAPA, SLJL sold to Hawkbridge Limited
its business as a going concern including goodwill, business information,
moveable assets, records and third party rights. The consideration for the
business of SLJL was the issue of 12 shares in the newly formed JV holding
company, Hawkbridge Limited, giving Sancus Group Holdings Limited a 50%
ownership in the JV. Hawkbridge Limited has two wholly owned subsidiaries,
Hawkbridge Lending Limited and Westmead Debt Services Limited.
Under the joint venture shareholder agreement, all new Channel Islands lending
business will be written through Hawkbridge. Hawkbridge will also provide
administration and other services to SLJL and Hawk Lending Limited.
The addition recognised in respect of the Hawkbridge joint venture reflects
the value of the goodwill transferred in from SLJL under the BAPA.
The new joint venture lending company became operational on 1 January 2024 and
thus there was no change in net assets from 5 December 2023 to 31 December
2023.
10. LOSS PER ORDINARY SHARE
Consolidated loss per Ordinary Share has been calculated by dividing the
consolidated loss for the year after tax attributable to Ordinary Shareholders
of £9,134,000 (31 December 2022: loss of £14,062,000) by the weighted
average number of Ordinary Shares (excluding treasury shares) outstanding
during the period of 584,138,346 (31 December 2022: 485,999,406).
Note 16 describes the warrants in issue, which are currently out of the money.
As such the warrants have not been considered to have a dilutive effect on the
loss per Ordinary Share in the current year.
31 December 2023 31 December 2022
Number of shares 584,138,346 584,138,346
Weighted average no. of shares in issue throughout the year 584,138,346 485,999,406
Basic Loss per share (1.56)p (2.89)p
Diluted Loss per share (1.56)p (2.89)p
11. FIXED ASSETS
Cost Right-of-use assets Property & Equipment Total
£'000 £'000
£'000
At 31 December 2021 1,247 463 1,710
Additions in the year - 17 17
Disposals - (20) (20)
At 31 December 2022 1,247 460 1,707
Additions in the year 246 3 249
Disposals (128) (44) (172)
At 31 December 2023 1,365 419 1,784
Accumulated depreciation Right-of-use assets Property & Equipment Total
£'000 £'000
£'000
At 31 December 2021 686 364 1,050
Charge in the year 197 55 252
Disposals - (20) (20)
At 31 December 2022 883 399 1,282
Charge for the year 230 52 282
Disposals (29) (45) (74)
At 31 December 2023 1,084 406 1,490
Net book value 31 December 2023 281 13 294
Net book value 31 December 2022 364 61 425
12. GOODWILL
31 December 2023 31 December 2022
£'000 £'000
At 31 December 2022 14,255 22,894
Impairment of goodwill - (8,639)
Disposal of goodwill (14,255) -
At 31 December 2023 - 14,255
On 5 December 2023, the Group entered into a Joint Venture ("JV") agreement
with Hawk Family Office Limited for a new bridge and development lending
business in the Channel Islands. Sancus Lending (Jersey) Limited ("SLJL")
entered into a Business and Asset Purchase Agreement ("BAPA") with Hawk
Lending Limited (the previous lending business of Hawk Family Office Limited)
and Hawkbridge Limited (the new joint venture lending business)
("Hawkbridge"). Under the terms of the BAPA, SLJL sold to Hawkbridge Limited
its business as a going concern including goodwill, business information,
moveable assets, records and third party rights. The consideration for the
business of SLJL was the issue of 12 shares in the newly formed JV holding
company, Hawkbridge Limited, giving Sancus Group Holdings Limited a 50%
ownership in the JV. Hawkbridge Limited has two wholly owned subsidiaries,
Hawkbridge Lending Limited and Westmead Debt Services Limited.
Under the joint venture shareholder agreement, all new Channel Islands lending
business will be written through Hawkbridge. Hawkbridge will also provide
administration and other services to SLJL and Hawk Lending Limited.
Following the sale of the business of SLJL to Hawkbridge Limited on 5 December
2023, the remaining business is in run off. As detailed in Note 9, the
investment in the joint venture has been recognised separately on the Balance
Sheet and reflects the value of the goodwill transferred in from SLJL under
the BAPA.
13. OTHER INTANGIBLE ASSETS
Cost £'000
At 31 December 2023, 31 December 2022 and 31 December 2021 1,584
Amortisation £'000
At 31 December 2021 1,531
Charge for the year 53
At 31 December 2022 1,584
Charge for the year -
At 31 December 2023 1,584
Net book value 31 December 2023 -
Net book value 31 December 2022 -
Other Intangible assets comprise capitalised contractors' costs and costs
related to core systems development. The assets have been fully amortised.
14. OTHER ASSETS AND OTHER INVESTMENTS
Development
properties
£'000
Cost
At 31 December 2021 496
Additions 210
At 31 December 2022 706
Disposals (706)
At 31 December 2023 -
Other assets are development properties previously held as security against
certain loans which have defaulted. Other assets are held at the lower of cost
and net realisable value. All development properties classified as Other
Assets were sold during the period with a profit on disposal of £303,000
recognised in the Consolidated Statement of Comprehensive Income.
Other investments of £50,000 (2022: £100,000) represents the investment by
the Group in non-voting capita in its Loan Note programme entities.
15. TRADE AND OTHER RECEIVABLES
31 December
2023 31 December
£'000 2022
£'000
Loan fees, interest and similar receivables 7,235 4,673
Receivable from associated companies - 5
Taxation 5 58
Other trade receivables and prepaid expenses 818 1,070
8,058 5,806
Loan fees, interest and similar receivables amounted to £13,697,000 at 31
December 2023 (31 December 2022: £11,166,000) before provisions against
receivables of £6,462,000 (31 December 2022: £6,493,000).
16. SHARE CAPITAL, SHARE PREMIUM & DISTRIBUTABLE RESERVE
Sancus has the power under its articles of association to issue an unlimited
number of Ordinary Shares of no par value.
No Ordinary shares were issued during the year (2022: 94,294,869).
Share Capital - ordinary shares of nil par value
31 December 2023 31 December 2022
Number of shares Number of shares
At beginning of the year 584,138,346 489,843,477
Issued during the year - 94,294,869
At end of the year 584,138,346 584,138,346
Share Premium - Ordinary shares of nil par value
31 December 2023 31 December 2022
£'000 £'000
At beginning of the year 118,340 116,218
Exercise of warrants - 2,122
At end of the year 118,340 118,340
Ordinary shareholders have the right to attend and vote at Annual General
Meetings and the right to any dividends or other distributions which the
company may make in relation to that class of share.
Treasury Shares
31 December 2023 Number of shares 31 December 2022 Number of shares
Balance at start and end of the year 11,852,676 11,852,676
31 December 2023 31 December 2022
£'000 £'000
Balance at start and end of the year 1,172 1,172
Warrants in Issue
As at 31 December 2023 there were 89,396,438 (2022: 89,396,438) Warrants in
issue to subscribe for new Ordinary Shares at a subscription price of 2.25
pence per ordinary share. The Warrants are exercisable on at least 30 days
notice within the period ending 31 December 2025. The Warrants in issue are
classified as equity instruments because a fixed amount of cash is
exchangeable for a fixed amount of equity, there being no other features which
could justify a financial liability classification. The fair value of the
warrants at 31 December 2023 is £Nil (31 December 2022: £Nil).
17. LIABILITIES
31 December 2023 31 December 2022
Non-current liabilities £'000 £'000
ZDP shares (1) 13,967 9,117
Corporate Bond (2) 14,950 14,925
Pollen Facility (3) 77,169 66,826
Lease liabilities (Notes 2(u) & 24) 130 152
106,216 91,020
31 December 2023 31 December 2022
Current liabilities £'000 £'000
Accounts payable 126 224
Payable to associated companies - 12
Interest payable 770 481
Accruals and other payables 799 1,472
Hedging Contracts 231 398
Taxation 76 145
Provisions for financial guarantees 18 413
Lease liabilities (Notes 2(u) & 24) 152 212
2,172 3,357
Provisions for financial guarantees are recognised in relation to ECLs on
off-balance sheet loans and receivables where the company has provided a
subordinated position or other guarantee (Note 25). No such provision was
required in the prior year. The fair value is determined using the exact same
methodology as that used in determining ECLs (Note 2(f) and Note 22).
31 December 2023 31 December 2022
Interest costs on debt facilities £'000 £'000
ZDP shares (1) 1,817 831
Corporate Bond (2) 1,075 920
Pollen Facility (3) 7,645 5,116
Lease Interest 25 38
10,562 6,905
(1) ZDP shares
The ZDP Shares have a maturity date of 5 December 2027, following a 5 year
extension of the final capital repayment approved on 5 December 2022. The
final capital entitlement is £2.5332 per ZDP Share.
Under the Companies (Guernsey) Law, 2008 shares in the Company can only be
redeemed if the Company can satisfy the solvency test prescribed under that
law. Refer to the Company's Memorandum and Articles of Incorporation for full
detail of the rights attached to the ZDP Shares. This document can be accessed
via the Company's website www.sancus.com.
The ZDP shares bore interest at an average rate of 8% until 5 December 2022.
As part of the extension agreement noted above the interest rate increased to
an average of 9% per annum with effect from 5 December 2022, through to the
final repayment date of 5 December 2027. In accordance with article 7.5.5 of
the Company's Memorandum and Articles of Incorporation, the Company may not
incur more than £30m of long term debt without prior approval from the ZDP
shareholders. The Memorandum and Articles (section 7.6) also specify that two
debt cover tests must be met in relation to the ZDPs. At 31 December 2023 the
Company was in compliance with these covenants as Cover Test A was 2.21
(minimum of 1.7) and the adjusted Cover Test B was 3.15 (minimum of 2.05). At
31 December 2023 senior debt borrowing capacity amounted to £15m. The Pollen
facility does not impact on this capacity as it is non-recourse to Sancus.
On 28 April 2023 the Company sold 2,068,966 ZDP shares, held in Treasury, to
Somerston, the Groups largest shareholder, at a price of 145 pence per share
being the mid-market closing price of the ZDP shares on 27 April 2023.
At 31 December 2023 the Company held 10,505,739 ZDP shares in Treasury (31
December 2022: 12,574,705) with an aggregate value of £19,291,480 (31
December 2022: £20,861,686).
(2) Corporate Bond
The £15m (31 December 2022: £15m) Corporate bonds bear interest at 7% (2022:
7%). The bonds have a maturity date of 31 December 2025.
(3) Pollen Facility (previously HIT Facility)
On 28 January 2018, Sancus signed a funding facility with Honeycomb Investment
Trust plc (HIT), now Pollen Street PLC ("Pollen"). The funding line initially
had a term of 3 years and comprised of a £45m accordion and revolving credit
facility. On 3 December 2020 this facility was extended to a 6 year term to
end on 28 January 2024 and on 23 November 2022 this was extended further to 23
November 2026. In addition to the extension the facility was increased to
£75m in December 2020 and to £125m in November 2022.
The Pollen facility has portfolio performance covenants including that actual
loss rates are not to exceed 4% in any twelve month period and underperforming
loans are not to exceed 10% of the portfolio. Sancus Group participates 10% on
every drawdown with a first loss position on the Pollen facility. Sancus has
also provided Pollen with a guarantee, capped at £4m that will continue to
ensure the orderly wind down of the loan book, in the event of the insolvency
of Sancus Group, given its position as facility and security agent. Refer to
Note 25 Commitments and Guarantees.
18. TAXATION
The Company is exempt from Guernsey taxation under the Income Tax (Exempt
Bodies) (Guernsey) Ordinance, 1989. A fixed annual fee of £1,200 (31 December
2022: £1,200) is payable to the States of Guernsey in respect of this
exemption.
Reconciliation of tax charge
2023 2022
£'000 £'000
Accounting loss before tax (9,004) (14,012)
Gibraltar Corporation Tax at 10% (2022: 10%) - -
Jersey Corporation Tax at 10% (2022: 10%) - -
Ireland Corporation Tax at 12.5% (2022: 12.5%) 133 68
Adjustments in respect of prior years (3) (18)
Tax expense 130 50
Certain of the Group's subsidiaries have an estimated £29m of losses between
them available to carry forward to offset against qualifying future trading
profits. The Group does not recognise deferred tax assets in respect of losses
arising because in the opinion of the directors the quantum and timing of any
suitable taxable profits which can utilise these losses is unknown.
19. NOTES TO THE CASH FLOW STATEMENT
Cash generated from operations (excluding loan movements)
2023 2022
£'000 £'000
Loss for the year (9,134) (14,062)
Adjustments for:
Net (losses)/gains on FinTech Ventures (715) 894
Other net losses/(gains) 390 (86)
ZDP finance costs 1,791 807
Impairment of joint ventures 100 34
Changes in expected credit losses 4,817 418
Amortisation/depreciation of fixed assets 282 305
Impairment of goodwill - 8,639
Amortisation of debt issue costs 396 225
Loss on disposal of subsidiary (202) -
Changes in working capital:
Trade and other receivables (7,116) (392)
Trade and other payables (1,243) (330)
Cash outflow from operations (excluding loan movements) (10,634) (3,548)
Changes in liabilities arising from financing activities
The tables below detail changes in the Group's liabilities arising from
financing activities, including both cash and non-cash changes. Liabilities
arising from financing activities are those for which cash flows were, or
future cash flows will be classified in the Group's consolidated cash flow
statement as cash flows from financing activities.
Debt issue costs (1) Amortisation of debt issue costs
£'000 Non-cash
1 January Payments (1) Receipts (1) £'000 Other 31 December
2023 £'000 £'000 Non-cash 2023
£'000 £'000 £'000
ZDP Shares 9,117 - 3,000 32 27 1,791(2) 13,967
Corporate Bond 14,925 (-) - - 25 - 14,950
Pollen Facility 66,826 - 10,000 - 343 - 77,169
Lease Liability 364 (229)(1) - - - 147 282
Total liabilities 91,232 (229) 13,000 32 395 1,938 106,368
Debt issue costs (1) Amortisation of debt issue costs
£'000 Non-cash
1 January Payments (1) Receipts (1) £'000 Other 31 December
2022 £'000 £'000 Non-cash 2022
£'000 £'000 £'000
ZDP Shares 10,532 (2,037)(1) - (167) 25 764(2) 9,117
Corporate Bond 12,474 (-) 2,425 - 26 - 14,925
Pollen Facility 52,203 - 15,250 (410) 177 (394)(2) 66,826
Lease Liability 576 (212)(1) - - - (-) 364
Total liabilities 75,785 (2,249) 17,675 (577) 228 370 91,232
(1) These amounts can be found under financing cash flows in the cash flow
statement.
(2) Comprises interest accruals and unpaid debt issue costs where applicable.
20. CONSOLIDATED SUBSIDIARIES
The Directors consider the following entities as wholly owned subsidiaries of
the Group as at 31 December 2023. Their results and financial positions are
included within its consolidated results.
Subsidiary entity Date of Country of Nature of Holding % held
Incorporation Incorporation
Sancus Group Holdings Limited 27 December 2013 Guernsey Directly held -Equity Shares 100%
Sancus Lending (Jersey) Limited 1 July 2013 Jersey Indirectly held - Equity Shares 100%
Sancus Lending (Guernsey) Limited 18 June 2014 Guernsey Indirectly held - Equity Shares 100%
Sancus Lending (Ireland) Limited 10 April 2017 Ireland Indirectly held - Equity Shares 100%
Sancus Lending (UK) Limited 17 February 2011 UK Indirectly held - Equity Shares 100%
Sancus Holdings (UK) Limited 7 January 2011 UK Indirectly held - Equity Shares 100%
FinTech Ventures Limited 9 December 2015 Guernsey Directly held - Equity Shares 100%
Sancus Properties Limited 21 August 2018 Guernsey Indirectly held - Equity Shares 100%
Sancus Loans Limited 3 July 2017 UK Indirectly held - Equity Shares 100%
Sancus Loans No2 Limited 19 July 2023 UK Indirectly held - Equity Shares 100%
Sancus Group Holdings Limited and Sancus Holdings (UK) Limited act as holding
companies. Sancus Properties Limited engages in property development. Fintech
Ventures Limited is an investment company, investing in Fintech companies. The
activities of the remaining companies named above relate to the core business
of lending.
21. FINTECH VENTURES AND OTHER INVESTMENTS
The Directors consider the following entities as associated undertakings of
the Group as at 31 December 2023.
Name of Investment: Nature of holding Country of incorporation Percentage holding Measurement
FinTech Ventures:
Ovamba Solutions Inc Indirectly held - Equity United States of America 20.18% Fair Value
The percentage holdings in the above table are on a fully diluted basis,
assuming any warrants and management options all vest. In the previous year
the Group held an investment in Finexkap, which was dissolved in the year.
22. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT
Sancus loans and loan equivalents 31 December 2023 31 December 2022
£'000 £'000
Non-current
Sancus loans - 171
Sancus Loans Limited loans 10,148 23,693
Total non-current Sancus loans and loan equivalents 10,148 23,864
Current
Sancus loans 460 2,790
Sancus Loans Limited loans 68,157 49,471
Total current Sancus loans and loan equivalents 68,617 52,261
Total Sancus loans and loan equivalents 78,765 76,125
Fair Value Estimation
The financial assets and liabilities measured at fair value in the
Consolidated Statement of Financial Position are grouped into the fair value
hierarchy as follows:
31 December 2023 31 December 2022
Level 2 Level 3 Level 2 Level 3
£'000 £'000 £'000 £'000
FinTech Ventures investments - - - -
Derivative contracts (231) - (398) -
Total assets at Fair Value (231) - (398) -
All of the FinTech Ventures investments are categorised as Level 3 in the fair
value hierarchy. In the past the Directors have estimated the fair value of
financial instruments using discounted cash flow methodology, comparable
market transactions, recent capital raises and other transactional data
including the performance of the respective businesses. Having considered the
terms, rights and characteristics of the equity and loan stock held by the
Group in the FinTech Ventures investments, the Board's estimate of liquidation
value of these assets is £Nil at 31 December 2023 (31 December 2022: £Nil).
Changes in the performance of these businesses and access to future returns
via its current holdings could affect the amounts ultimately realised on the
disposal of these investments, which may be greater or less than £Nil. There
have been no transfers between levels in the period (2022: None).
FinTech Ventures investments
31 December 2023 Equity Loans Total
£'000 £'000 £'000
Opening fair value - - -
New investments/divestments - (715) (715)
Realised gains recognised in profit and loss - 715 715
Closing fair value - - -
FinTech Ventures investments (continued)
31 December 2022 Equity Loans Total
£'000 £'000 £'000
Opening fair value - 500 500
New investments/divestments - 394 394
Realised gains recognised in profit and loss - (894) (894)
Closing fair value - - -
Assets at Amortised Cost
31 December 2023 31 December 2022
£'000 £'000
Sancus loans and loan equivalents 78,765 76,125
Trade and other receivables 7,240 4,736
Cash and cash equivalents 4,990 4,134
Total assets at amortised cost 90,995 84,995
Due to the relatively short-term nature of the above assets, their carrying
amount is considered to be the same as their fair value.
Liabilities at Amortised Cost
31 December 2023 31 December 2022
£'000 £'000
ZDP Shares 13,967 9,117
Corporate Bond 14,950 14,925
Pollen Facility 77,169 66,826
Trade and other payables 2,053 2,698
Provisions in respect of guarantees 18 413
Total liabilities at amortised cost 108,157 93,979
Refer to Note 17 for further information on liabilities.
Risk Management
The Group is exposed to financial risk through its investment in a range of
financial instruments, i.e. in the equity and debt of investee companies and
through the use of debt instruments to fund its investment in loans. Such
risks are categorised as capital risk, liquidity risk, investment risk, credit
risk, and market risk (market price risk, interest rate risk and foreign
currency risk).
Comments supplementary to those on risk management in the Corporate Governance
section of this report are included below.
(1) Capital Risk Management
The Group's capital comprises ordinary shares as well as a number of debt
instruments. Its objective when managing this capital is to enable the Group
to continue as a going concern in order to provide a consistent appropriate
risk-adjusted return to shareholders, and to support the continued development
of its investment activities. Details of the Group's equity is disclosed in
Note 16 and of its debt in Note 17.
The Group and its subsidiaries (with the exception of Sancus Lending (UK)
Limited, which is regulated by the FCA) are not subject to regulatory or
industry specific requirements to hold a minimum level of capital, other than
the legal requirements for Guernsey incorporated entities. The Group considers
the amount and composition of its capital is currently in proportion to its
risk profile.
(1) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the
availability of funding through an adequate amount of committed credit
facilities to meet obligations when due. At the end of the reporting period
the group held cash of £4,990,000. The Group Treasury Committee monitors
rolling forecasts of the group's cash position in relation to its obligations
as they become due on a monthly basis. In addition, the group's liquidity
management involves projecting cash flows and considering the level of liquid
assets necessary to meet obligations. Where necessary contingency plans are
made to realise assets which are reasonably liquid in the short term.
The following table analyses the Group's financial liabilities into relevant
maturity groupings based on the period to the contractual maturity date. The
amounts in the table are the contractual undiscounted cash flows.
Contractual maturities of financial liabilities Within 12 months Between 1 and 2 years Between 2 and 5 years Total
£'000 £'000 £'000 £'000
31 December 2023
ZDP shares - - 13,967 13,967
Corporate bond - 14,950 - 14,950
Sancus Loans Limited - - 77,169 77,169
Trade and other payables 2,085 180 37 2,302
Total liabilities 2,085 15,130 91,173 108,388
Contractual maturities of financial liabilities Within 12 months Between 1 and 2 years Between 2 and 5 years Total
£'000 £'000 £'000 £'000
31 December 2022
ZDP shares - - 9,117 9,117
Corporate bond - - 14,925 14,925
Sancus Loans Limited - - 66,826 66,826
Trade and other payables 3,357 85 67 3,509
Total liabilities 3,357 85 90,935 94,377
(3) Interest rate risk
Interest rate risk is the risk that the value of financial instruments will
fluctuate due to changes in market interest rates and that mismatches in the
interest rates applying to assets and liabilities will impact on the Group's
earnings.
The Group's cash balances, debt instruments and loan notes are exposed to
interest rate risk.
The Group did not enter into any interest rate risk hedging transactions
during the current or prior years.
The table below summarises the Group's exposure to interest rate risk:
Floating rate Financial Instruments Fixed Rate Financial Instruments Total
31 December 2023 £'000 £'000 £'000
Assets
Sancus loans and loan equivalents 64,586 14,179 78,765
Cash and cash equivalents 4,990 - 4,990
Total assets 69,576 14,179 83,755
Liabilities
ZDP shares - 13,967 13,967
Corporate Bond - 14,950 14,950
Sancus Loans Limited - 77,169 77,169
Total liabilities - 106,086 106,086
Total interest sensitivity gap 69,576 (91,907) (22,331)
Floating rate Financial Instruments Fixed Rate Financial Instruments Total
31 December 2022 £'000 £'000 £'000
Assets
Sancus loans and loan equivalents 7,194 68,931 76,125
Cash and cash equivalents 4,134 - 4,134
Total assets 11,328 68,931 80,259
Liabilities
ZDP shares - 9,117 9,117
Corporate Bond - 14,925 14,925
Sancus Loans Limited - 66,826 66,826
Total liabilities - 90,868 90,868
Total interest sensitivity gap 11,328 (21,937) (10,609)
Interest rate sensitivities
The Group currently holds £4,990,000 in cash deposits, predominantly in
sterling. Whilst interest rates are currently positive they have, in the
recent past, gone negative in certain jurisdictions. At the current level of
cash deposits this could cost the group £49,900 per annum for every 1%
decrease in interest rates. The Group does not hold significant amounts in
foreign currencies for any period of time.
The Treasury Committee reviews interest rate risk on an ongoing basis, and the
exposure is reported quarterly to the Board and/or Audit and Risk Committee.
(4) Investment risk
Investment risk is defined as the risk that an investment's actual return will
be different to that expected. Historically investment risk primarily arose
from the Group's investment in its FinTech Ventures portfolio (see Note 3).
This risk was in turn driven by the underlying risks taken by the platforms
themselves - their own strategic, liquidity, credit and operational risks.
Given that the Fintech portfolio is now held at £Nil the Group has no further
exposure to investment risk, but does still retain investments in a number of
Fintech companies.
The Group measures fair values of the Fintech Portfolio using the following
fair value hierarchy that reflects the significance of the inputs used in
making the measurements.
• Level 1 - Inputs that are quoted market prices (unadjusted) in active markets
for identical instruments. A market is regarded as "active" if transactions of
the asset or liability take place with sufficient frequency and volume to
provide pricing information on an on-going basis. The Group measures financial
instruments quoted in an active market at a bid price.
• Level 2 - Inputs other than quoted prices included within Level 1 that are
observable either directly (i.e. as prices) or indirectly (i.e. derived from
prices). This category includes instruments valued using: quoted market prices
in active markets for similar instruments; quoted prices for identical or
similar instruments in markets that are considered less than active; or other
valuation techniques in which all significant inputs are directly or
indirectly observable from market data. The chosen valuation technique
incorporates all of the factors that market participants would take into
account in pricing a transaction.
• Level 3 - Inputs that are unobservable. This category includes all instruments
for which the valuation technique includes inputs not based on observable data
and the unobservable inputs have a significant effect on the instrument's
valuation. This category includes instruments that are valued based on quoted
prices for similar instruments but for which significant unobservable
adjustments or assumptions are required to reflect differences between the
instruments. If in the case of any investment the Directors at any time
consider that the above basis of valuation is inappropriate or that the value
determined in accordance with the foregoing principles is unfair, they are
entitled to substitute what in their opinion, is a fair value. In this case,
the fair value is estimated with care and in good faith by the Directors in
consultation with the Executive Management Team with a view to establishing
the probable realisation value for such shares as at close of business on the
relevant valuation day.
All of the FinTech Ventures investments are categorised as Level 3 in the fair
value hierarchy. In the past the Directors have estimated the fair value of
financial instruments using discounted cash flow methodology, comparable
market transactions, recent capital raises and other transactional data
including the performance of the respective businesses. Having considered the
terms, rights and characteristics of the equity and loan stock held by the
Group in the FinTech Ventures investments, the Board's estimate of liquidation
value of these assets is £Nil at 31 December 2023 (31 December 2022: £Nil).
Changes in the performance of these businesses and access to future returns
via its current holdings could affect the amounts ultimately realised on the
disposal of these investments, which may be greater or less than £Nil. There
have been no transfers between levels in the period (2022: None).
(5) Credit risk
Credit risk is defined as the risk that a borrower/debtor may fail to make
required repayments within the contracted time scale. The Group invests in
senior debt, senior subordinated debt, junior subordinated debt and secured
loans. Credit risk is taken in direct lending to third party borrowers,
investing in loan funds, lending to associated platforms and loans arranged by
associated platforms.
The Group mitigates credit risk by only entering into agreements related to
loan instruments in which there is sufficient security held against the loans
or where the operating strength of the investee companies is considered
sufficient to support the loan amounts outstanding.
Credit risk is determined on initial recognition of each loan and re-assessed
at each reporting date. The risk assessment is undertaken by the Executive
Management Team at the time of the agreements, and the Executive Management
Team continues to evaluate the loan instruments in the context of these
agreements. Credit risk is categorised into Stage 1, Stage 2 and Stage 3 with
Stage 1 being to recognise 12 month Expected Credit Losses (ECL), Stage 2
being to recognise Lifetime ECL not credit impaired and Stage 3 being to
recognise Lifetime ECL credit impaired.
Credit risk is initially evaluated using the LTV, (LTGDV and LTF where
relevant) and the circumstances of the individual borrower. For the majority
of loans security takes the form of real estate. There has been no significant
change in the quality of this security over the prior year. When determining
credit risk macro-economic factors such as GDP, unemployment rates and other
relevant factors including the war in Ukraine are also taken into account. A
loan is considered to be in default when there is a failure to meet the legal
obligation of the loan agreement. Having regards to the principles of IFRS 9
this would also include provisions against loans that are considered by
management as unlikely to pay their obligations in full without realisation of
collateral. Once identified as being in default a re-assessment of the credit
risk of that loan will be undertaken using the factors as noted above. A
decision will then be made as to whether to credit impair that asset.
In some instances borrowers will request loan modifications, extensions or
renegotiation of terms. Any such event will trigger a reassessment of the
credit risk of that loan where the reasons for the modification, extension or
renegotiation will be carefully assessed and may result in that asset being
credit impaired.
The entities in the Sancus Lending Group operate Credit Committees which are
responsible for evaluating and deciding upon loan proposals, as well as
monitoring the recoverability of loans, and taking action on any doubtful
accounts. All lending undertaken by Sancus Lending is secured. The credit
committee reports to the Sancus Lending Board on a quarterly basis.
Provision for ECL
A probability of default is assigned to each loan. This probability of default
is arrived at by reference to historical data and the ongoing status of each
loan which is reviewed on a regular basis. The loss given default is deemed to
be nil where LTV is equal to or less than 65%, as it is assumed that the asset
can be sold and full recovery made.
Provision for ECL is made using the credit risk, the probability of default
(PD) and the loss given default (PL) all of which are underpinned by the Loan
to Value (LTV), historical position, forward looking considerations and on
occasion, subsequent events and the subjective judgement of the Board.
Preliminary calculations for ECL are performed on a loan by loan basis using
the simple formula Outstanding Loan Value (exposure at default) x PD x PL and
are then amended as necessary according to the more subjective measures as
noted above.
To reflect the time value of money ECL is discounted back to the reporting
date using the effective interest rate of the asset (or an approximation
thereof) that was determined at initial recognition.
The following tables provide information on amounts reserved for ECL on loans
and loan equivalents as at 31 December 2023 and 31 December 2022 based on the
model adopted by management.
Sancus loans and loan Stage 1 Stage 2 Stage 3 Total
equivalents at 31 December 2023 £'000 £'000 £'000 £'000
Closing loans at 31 December 2022 61,932 - 14,193 76,125
New Loans 44,199 - 421 44,620
Loans Repaid (33,733) - (6,598) (40,331)
Transfers from Stage 1 to Stage 3 (6) - 6 -
Movement in ECL - - (1,649) (1,649)
Closing loans at 31 December 2023 72,392 - 6,373 78,765
Loss allowance Stage 1 Stage 2 Stage 3 Total
at 31 December 2023 £'000 £'000 £'000 £'000
Closing loss allowance at 31 December 2022 - - 6,835 6,835
Increase in provision - - 1,649 1,649
Closing loss allowance at 31 December 2023 - - 8,484 8,484
For certain loans the range of outcomes for loss given default considered by
the Directors is significant and therefore has a material impact on the
calculation of ECL.
Sancus loans and loan Stage 1 Stage 2 Stage 3 Total
equivalents at 31 December 2022 £'000 £'000 £'000 £'000
Closing loans at 31 December 2021 30,060 5,743 17,441 53,244
New Loans 48,986 - 421 49,407
Loans Repaid (17,109) (2,776) (6,215) (26,100)
Transfers from Stage 1 to Stage 3 (5) - 5 -
Transfers from Stage 2 to Stage 3 - (2,967) 2,967 -
Movement in ECL - (426) (426)
Closing loans at 31 December 2022 61,932 - 14,193 76,125
Loss allowance Stage 1 Stage 2 Stage 3 Total
at 31 December 2022 £'000 £'000 £'000 £'000
Closing loss allowance at 31 December 2021 - - 6,409 6,409
Increase in provision - - 426 426
Closing loss allowance at 31 December 2022 - - 6,835 6,835
Reconciliation of Provision for ECLs to charge in the statement of
comprehensive income
Loans Trade Receivables Guarantees Total
£'000 £'000 £'000 £'000
Loss allowance at 31 December 2022 6,835 6,493 413 13,741
Charge/(credit) for the year 4,032 1,180 (395) 4,817
Utilisations (2,383) (1,211) - (3,594)
Loss allowance at 31 December 2023 8,484 6,462 18 14,964
For certain loans the range of outcomes for loss given default considered by
the Directors is significant and therefore has a material impact on the
calculation of ECL.
(6) Market price risk
The Group has no exposure to market price risk of financial assets valued on a
Level 1 basis as disclosed earlier in this note.
(7) Foreign exchange risk
Foreign exchange risk is the risk that the value of financial instruments will
fluctuate due to changes in foreign exchange rates. Investments made in
currencies other than Sterling are currently valued at £Nil and therefore
there is no exposure.
The exchange rates used by the Group to translate foreign currency balances
are as follows:
Currency 31 December 2023 31 December 2022 31 December 2021
EUR 1.1534 1.1284 1.1898
USD 1.2731 1.2101 1.3527
The Treasury Committee monitors the Group's currency position on a regular
basis, and the Board of Directors reviews it on a quarterly basis. Loans
denominated in Euros which are taken out through the Pollen facility are
hedged using forward contracts. The following forward foreign exchange
contracts were open at the respective dates:
At 31 December 2023
Counterparty Settlement Buy Currency Buy Amount £'000 Sell currency Sell amount €'000 Unrealised loss £'000
date
Alpha December 2023 to January 2024 GBP 7,710 Euro 9,000 (97)
Lumon Risk Management December 2023 to January 2024 GBP 23,851 Euro 27,640 (134)
Unrealised loss on forward foreign contracts (231)
At 31 December 2022
Counterparty Settlement date Buy Currency Buy Amount £'000 Sell currency Sell amount €'000 Unrealised loss £'000
EWealthGlobal Group Limited January 2023 GBP 3,565 Euro 4,187 (144)
to May 2023
Liberum Wealth Limited January 2023 GBP 3,202 Euro 3,650 (35)
to February 2023
Lumon Risk Management January 2023 GBP 9,259 Euro 10,676 (219)
to May 2023
Unrealised loss on forward foreign contracts (398)
23. RELATED PARTY TRANSACTIONS
Transactions with the Directors/Executive Management Team
Non-executive Directors
As at 31 December 2023, the non-executive Directors' annualised fees,
excluding all reasonable expenses incurred in the course of their duties which
were reimbursed by the Company, were as detailed in the table below:
31 December 2023 31 December 2022
£ £
Tracy Clarke (stepped down as non-executive director 30 March 2023, 106,250 35,000
reappointed 31 March 2024)
Steven Smith 50,000 50,000
John Whittle 42,500 42,500
Tracy Clarke was appointed Interim Group CFO and joined the Executive Team on
30 March 2023. She subsequently stepped down on 31 March 2024 and returned to
her role of non-executive Director. Fees paid to her include £97,500 in
respect of her role as Interim CFO.
Total Directors' fees charged to the Company for the year ended 31 December
2023 were £198,750 (31 December 2022: £127,500) with £Nil (31 December
2022: £Nil) remaining unpaid at the year-end.
Executive Management Team
The Executive Management Team consisted of Rory Mepham, James Waghorn and
Tracy Clarke (appointed 30 March 2023, resigned 31 March 2024). Emma Stubbs
and Helen Trott resigned as Executive Directors of the Company on 30 March
2023 and 14 July 2023 respectively. The Executive Management Team members'
remuneration from the Company, excluding all reasonable expenses incurred in
the course of their duties which were reimbursed by the Company, was as
detailed in the table below:
2023 2022
£'000 £'000
Aggregate remuneration in respect of qualifying service - fixed salary 612 512
Aggregate amounts contributed to Money Purchase pension schemes 17 21
Aggregate bonus paid (cash) - 50
See remuneration report for further details. All amounts have been charged to
Operating Expenses.
On 30 March 2023 Carlton Management Services Limited ("Carlton"), was
appointed to manage and develop the Group's finance function, including new
technology integrations for forecasting, performance and treasury management
under a service agreement. The agreement was terminated on 31 March 2024. The
annualised fee for the service was £170,000. Carlton sub-lease office space
in the Group's offices in Jersey, with a sub lease end date of 31 August 2024,
at an annual cost of c.£100,000 p.a.
On 30 March 2023 Carlton entered into a Director service agreement with Sancus
Lending Group Limited for the provision of Tracy Clarke as Interim Group CFO,
with an annual fee of £130,000. This agreement terminated on 31 March 2024.
Tracy Clarke is Managing Director of Carlton Management Services Limited.
From time to time, the Somerston Group may participate as a Co-Funder in
Sancus loans, on the same commercial terms available to other Co-Funders. The
Group has not recorded any other transactions with any Somerston Group
companies for the year ended 31 December 2023 (2022: none).
Directors' and Persons Discharging Managerial Responsibilities ("PDMR")
shareholdings in the Company
The Directors and PDMRs had the following beneficial interests in the Ordinary
Shares of the Company:
31 December 2023 31 December 2022
No. of Ordinary Shares Held % of Ordinary Shares No. of Ordinary Shares Held % of Ordinary Shares
John Whittle 138,052 0.02 138,052 0.02
Emma Stubbs 1,380,940 0.24 1,380,940 0.24
Rory Mepham 2,000,000 0.34 - -
During the year and prior year no directors received dividends on their
Ordinary Share holdings in the Company.
In addition to their Sancus salaries, Mr Mepham and Mr Waghorn also receive
other emoluments from Somerston for services they provide to other Somerston
entities that are not related to the activities of Sancus.
From time to time members of key management personnel participate as
co-funders in loans originated by the Group.
Transactions with connected entities
The following transactions with connected entities took place during the year:
31 December 2023 £'000 31 December 2022
£'000
Net receivable from/ (payable to) related parties
Amberton Limited - (7)
Office and staff costs recharges
Amberton Limited - 47
There is no ultimate controlling party of the Company.
24. LEASES
The Group as Lessee
Maturity Analysis - contracted undiscounted cash flows
31 December 2023 £'000 31 December 2022
£'000
Within one year 207 247
In the second to fifth years inclusive 137 166
After five years - -
344 413
All lease commitments relate to office space.
Lease liabilities included in the statement of financial position
31 December 2023 £'000 31 December 2022 £'000
Current 152 212
Non-current 130 152
282 364
Amounts recognised in the statement of comprehensive income
2023 2022
£'000 £'000
Depreciation expense on right-of-use assets 227 197
Interest expense on lease liabilities 24 38
Expense related to short term leases 258 149
Income received from sub-leasing right-of-use assets 116 33
25. COMMITMENTS AND GUARANTEES
The Group's commitments and guarantees are described below.
Pollen Facility
Sancus Group participates 10% on every loan funded by the Pollen facility,
taking a first loss position. Sancus Group Lending Limited has provided Pollen
with a guarantee capped at £4m following the restructure of the Pollen
facility in November 2022 (previously was capped at £2m) and that it will
continue to ensure the orderly wind down of the Pollen funded loan book, in
the event of the insolvency of Sancus Group, given its position as facility
and security agent. No provision has been provided in the financial statements
(2022: £Nil).
Sancus Loan Notes
Loan Note 7 was launched in May 2021 and was repaid in September 2023.
Loan Note 8 was launched in January 2022 and currently stands at c.£30.0m.
Loan Note 8 matures on 1 December 2026 and has a coupon of 8% p.a. (payable
quarterly), with Sancus providing a 20% first loss guarantee.
Unfunded Commitments
As at 31 December 2023 the Group has unfunded commitments of £72.5m (31
December 2022: £73.9m). These unfunded commitments primarily represent the
undrawn portion of development finance facilities. Drawdowns are conditional
on satisfaction of specified conditions precedent, including that the borrower
is not in breach of its representations or covenants under the loan or
security documents. The figure quoted is the maximum exposure assuming that
all such conditions for drawdown are met. Directors expect the majority of
these commitments to be filled by Co-Funders.
26. LOSS ON DISPOSAL OF SUBSIDIARY
On 15 March 2023, the Company announced the sale of Sancus Lending (Gibraltar)
Limited for £10,000. A loss on disposal of £202,000, being the difference
between the net assets of Sancus Lending (Gibraltar) Limited and sale proceeds
on disposal has been recognised in the Consolidated Statement of Comprehensive
Income.
27. EVENTS AFTER THE REPORTING DATE
In April 2024, Somerston Fintech Limited, a subsidiary of Somerston Group, the
majority shareholder of the Company, subscribed for £5,000,000 of preference
shares in Sancus Loans Limited ("Sancus Loans"). The Preference Shares have a
non-cash, cumulative coupon of 15% and a maturity date of 23 November 2026.
The proceeds of the subscription were used to strengthen the liquidity of
Sancus Loans. Approximately £4m of these proceeds will be available for
transfer from Sancus Loans to other Group subsidiaries in order to provide the
Group with additional corporate flexibility and working capital.
The Company purchased 1,388,889 Zero Dividend Preference shares of no par
value at a price of £1.08 per ZDP share on 29 April 2024. All of the ZDP
shares purchased will be held as treasury shares. Following this transaction,
the Company has 18,169,461 ZDP Shares in issue, of which 11,894,628 ZDP Shares
are held by the Company as treasury shares. The total number of ZDP Share
voting rights is therefore 6,274,833.
OFFICERS AND PROFESSIONAL ADVISERS
Directors
Non-executive Stephen Smith
John Richard Whittle
Tracy Clarke (resigned 30 March 2023, reappointed 31 March 2024)
Executive Rory Mepham
Emma Stubbs (resigned 30 March 2023)
Tracy Clarke (appointed 30 March 2023, resigned 31 March 2024)
The address of the Directors is the company's registered office
Executive Management Team
Chief Executive Officer Rory Mepham
Chief Financial Officer Keith Lawrence (appointed 31 March 2024); Tracy Clarke (resigned 31 March
2024)
Chief Investment Officer James Waghorn
Registered Office Suite 1, First Floor
Windsor House, Lower Pollet
St Peter Port
Guernsey, GY1 1WF
Nominated Advisor and Broker Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London, EC2Y 9LY
Company Secretary Sanne Fund Services (Guernsey) Limited
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey, GY1 2HL
Legal Advisors, Offshore Carey Olsen
PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey, GY1 4BZ
Sancus Lending Group Limited
For the year ended 31 December 2023
OFFICERS AND PROFESSIONAL ADVISERS (continued)
Legal Advisors, UK Stephenson Harwood
1 Finsbury Circus
London, EC2M 7SH
Legal Advisors, USA Troutman Pepper
3000 Two Logon Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Bankers Barclays International
1(st) Floor, 39041 Broad Street
St Helier
Jersey, JE4 8NE
Auditors Moore Kingston Smith LLP
9 Appold Street
London
EC2A 2AP
Registrar Link Market Services Limited
The Registry, 34 Beckenham Road
Beckenham
Kent, BR3 4TU
Public Relations Instinctif Partners Limited
65 Gresham Street
London, EC2V 7NQ
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR EALKPAFXLEFARecent news on Sancus Lending
See all newsREG - Sancus Lending Group - Results of Meetings and of ZDP Tender Offer
AnnouncementREG - Sancus Lending Group - Pollen Street Facility and Junior Funding
AnnouncementREG - Sancus Lending Group - Amendments to ZDPs & Bonds and ZDP Tender Offer
AnnouncementREG - Sancus Lending Group - Result of AGM
AnnouncementREG - Sancus Lending Group - Posting of Annual Report and Notice of AGM
Announcement