REG - Sancus Lending Group - Interim Results
04/09/2025 07:00
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RNS Number : 9309X Sancus Lending Group Limited 04 September 2025
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")
Interim Results for the six month period ended 30 June 2025
4 September 2025
HIGHLIGHTS
Rory Mepham, Chief Executive Officer of Sancus Lending Group Limited,
commented:
"The Group has had an encouraging start to 2025 in what remains, especially in
the UK and Channel Islands, a somewhat challenging market environment. In
the first half of the year our residential lending businesses in the UK and
Ireland, along with our Channel Islands property lending joint venture, have
all made further progress in strengthening their market positions and
operating platforms. This allowed us to achieve a 9% increase in Assets
Under Management ("AUM") to £258.8m (31 December 2024: £237.6m; 30 June
2024: £209m) and deliver Group revenue of £9.7m, a 29% increase on revenue
of £7.5m in H1 2024. We have reported a profit before tax of £0.1m
compared to a loss before tax of £(0.6m) in H1 2024, supported by a gain of
£1.0m from the buy-back of ZDP shares. We know that we need to deliver
sustained operating profitability. Our recently strengthened teams, new
business pipeline and enhanced funding diversity gives me confidence that we
are on track to achieve this ambition."
FINANCIAL HIGHLIGHTS
· Group revenue increased 29% to £9.7m (H1 2024:
£7.5m).
· Profit before tax of £0.1m compared to a loss before
tax of £(0.6m) in H1 2024.
· New loan facilities written increased 64% to £84.4m
(H1 2024: £51.3m).
· AUM increased 9% to £258.8m as at 30 June 2025 from
£237.6m as at 31 December 2024 (30 June 2024: £209m).
STRATEGIC AND OPERATING HIGHLIGHTS
· Achievement of £0.1m profit before tax, reflecting
improved operating performance and also supported by £1.0m of gains from the
buy-back of £1.4m of ZDP shares in H1 2025.
· Good progress in strengthening operating platforms,
including further deepening of UK and Irish teams.
o UK AUM increased 14% to £95.6m (31 December 2024: £84.0m; 30 June
2024: £75.8m) with the business writing new facilities of £34.4m (H1 2024:
£27.8m).
o Irish AUM increased 29% to £61.7m (31 December 2024: £47.8m; 30 June
2024: £39.2m) with the business writing new facilities of £25.4m (H1 2024:
£14.7m).
o Channel Islands AUM decreased slightly to £101.6m (31 December 2024:
£105.8m; 30 June 2024: £93.9m) reflecting positive momentum in winding down
the legacy Sancus Jersey loan book, with the business also writing £24.6m of
new facilities within the joint venture with Hawk ("JV")(H1 2024: £8.8m).
· Further diversification and strengthening of the
Group's funding sources:
o Agreement of revised terms for the Company's funding facility with
Pollen Street Capital with the facility being increased to £200m and extended
to June 2030. We announced in August 2025 that we have entered into a 3 year
£20m committed facility with Paragon Bank plc to increase our capacity to
grow our lending book in England, Wales and Scotland.
o Continued growth of our private wealth and asset management joint
venture, Amberton, helping support diversification of the Group's funding.
As at 30 June 2025 Amberton Loan Note AUM were £60.9m, a 46% increase on Loan
Note AUM of £41.7m as at 31 December 2024.
· Further strengthening of the Group's capital position
and flexibility:
o Repurchase of £1.4m of ZDP shares and adjustment to the terms of the
remaining ZDP shares in issue to extend their maturity date to 5 December 2030
and, from 24 June 2025, ceasing the accrual of further interest on these
shares.
o The Group also received the necessary approval to amend its corporate
bonds to include a payment-in-kind interest option, enabling bondholders to
receive rolled-up interest payable at maturity at an annual rate of 8.5%
instead of the previous 8% quarterly cash payments.
o Provision of a £10m junior funding commitment by Somerston, the
Group's largest shareholder, to support growth in the Group's loan financing
facilities. As at 30 June 2025, £4.4m had been drawn down under this
commitment.
For further information, please contact:
Sancus Lending Group Limited +44 (0)1481 708 280
Rory Mepham
Keith Lawrence
Shore Capital (Nominated Adviser and Broker) +44 (0)20 7408 4050
Tom Griffiths / George Payne (Corporate Advisory)
Guy Wiehahn (Corporate Broking)
Instinctif Partners (PR Adviser) +44 (0)20 7457 2020
Hannah Scott
Galyna Kulachek
Apex Group Ltd (Company Secretary) +44 (0)20 3530 3696
Nikita Pingale
Aoife Bennett
CHAIRMAN'S STATEMENT
BUSINESS PERFORMANCE AND OUTLOOK
The Group has had an encouraging start to 2025 against an economic backdrop
that remains uncertain. The £0.1m profit before tax compares to a loss before
tax of £(0.6m) in H1 2024 and was supported by a gain of c. £1.0m on the
buy-back of £1.4m of ZDP shares. The 64% increase in the volume of new
facilities written of £84.4m (H1 2024: £51.3m), along with the 9% increase
in the Group's AUM to £258.8m (31 December 2024: £237.6m) and the Group's
encouraging new business pipeline gives the Board confidence that the Group is
on track to deliver sustained operating profitability.
CAPITAL AND FUNDING
The Group has successfully taken more steps to diversify its funding and
strengthen its capital position.
We have renegotiated the facility we have with funds managed by Pollen Street
Capital, increasing the size of the facility to £200m and extending its
maturity to June 2030. This, along with the continued growth in the Loan
Note Programme managed by our private wealth and asset management joint
venture (Amberton), will help support further growth in our AUM. The
provision of a £10m junior funding commitment by Somerston, the Group's
largest shareholder, will also help support growth in the Group's loan
financing facilities.
Our capital position was also strengthened by the repurchase of £1.4m of ZDP
shares and adjustments to the terms of the remaining ZDP shares in issue to
extend their maturity date to 5 December 2030 and, from 24 June 2025, cease
the accrual of further interest on these shares.
DIVIDEND AND SHAREHOLDERS
It is the Board's intention to reinvest surplus resources for growth. As such,
the Group does not intend to declare a dividend for the half year period to 30
June 2025. The dividend policy will be revisited when the Company starts to
generate capital. In the short term, that capital generation will be deployed
into scaling the business.
On behalf of the Board, I would like to thank all shareholders for their
continuing support and patience and for the efforts of the management and
employees.
As I noted in the Chairman's statement in the 2024 annual report, we remain
cautious about the continuing challenges ahead. I firmly believe that we have
the right strategy, systems and personnel to put the business onto a stronger
footing and return to profitability and I look forward to reporting more
positive developments in the coming periods.
Steve Smith
Chairman
3 September 2025
CHIEF EXECUTIVE OFFICER'S REVIEW
OVERVIEW
The first half of 2025 has been one of contrasts for Sancus Lending Group.
While we have delivered encouraging financial and operational progress the
environment in which we operate - particularly in the UK - has been far from
easy.
Confidence across the UK economy remains fragile. Persistent uncertainty,
coupled with a broadly negative sentiment in the business and consumer
sectors, continued to hold back activity levels in some areas of the lending
market. This has created a challenging backdrop for our UK operations. That
said, there are some early signs that the downward trajectory of interest
rates in the UK could start to stimulate greater momentum in the residential
market during the second half of the year and beyond. If this trend continues,
we believe it will lead to more positive lending conditions, though we will
remain disciplined in our underwriting and selective in our growth.
By contrast, our Irish business has performed strongly in H1 2025 where the
market appears to be benefitting from its position in the interest rate cycle,
with sentiment and transaction volumes improving. This favourable environment
supported a 29% increase in Irish AUM and a 73% increase in new facilities
written compared with H1 2024. It is a clear demonstration of how differing
macroeconomic dynamics can influence market performance.
Despite the UK headwinds, we grew Group AUM by 9% to £258.8m and increased
revenue by 29% to £9.7m. Loan book origination was particularly strong, with
£84.4m of new facilities written in the first half, up 64% on H1 2024. Our
disciplined approach has allowed us to deliver a profit before tax of £0.1m,
a notable turnaround from the £0.6m loss in the prior period, also helped by
a gain from the ZDP share buy-back.
OUR STRATEGY
We provide an update below against the strategic pillars set out in our 2024
Annual Report:
• Focussing on Revenue Growth
o Revenue rose by 29% to £9.7m compared to £7.5m in H1 2024. This increase
reflects fee income growth, and the benefits of AUM growth across most of the
business.
o UK AUM increased 14% to £95.6m (31 December 2024: £84.0m; 30 June 2024:
£75.8m) with the business writing new facilities of £34.4m (H1 2024:
£27.8m).
o Irish AUM increased 29% to £61.7m (31 December 2024: £47.8m; 30 June
2024: £39.2m) with the business writing new facilities of £25.4m (H1 2024:
£14.7m).
o Channel Islands AUM decreased slightly to £101.6m (31 December 2024:
£105.8m; 30 June 2024: £93.9m) with the business writing new facilities of
£24.6m (H1 2024: £8.9m).
• Achieving operating and cost efficiency
o Our reported operating expenses were £3.0m versus £2.8m in H1 2024.
This increase primarily reflects the cost of recruiting additional staff to
support planned business growth, especially in the UK. We continue to take
steps to improve our use of technology, including AI, to drive greater
efficiency.
• Become a capital efficient business
o We continued to make progress in diversifying our sources of funding. As
at 30 June 2025, the Loan Note programme funding managed via the Amberton
joint-venture was £60.9m, 46% higher than the balance as at 31 December 2024
(£41.7m). The £25m Morton Family facility which was agreed as part of the
joint venture with Hawk Lending Limited is now live. Both the Loan Note
programme and the Morton Family facility have interest rates lower than our
institutional funding lines.
o During the period we also successfully renewed the facility with Pollen
Street Capital, increasing its size to £200m and extending its maturity to
June 2030 whilst also reducing the cost of funds. As at 30 June 2025
£113.9m of our loans were financed by this facility (31 December 2024:
£90m). We announced in August 2025 that we have entered into a 3 year £20m
committed facility with Paragon Bank plc to increase our capacity to grow our
lending book in England, Wales and Scotland.
AUM, pro-forma for the joint venture with Hawk Lending, increased by 9% from
£237.6m as at 31 December 2024 to £258.8m as at 30 June 2025.
FINANCIAL SUMMARY
H1 2025 profit before tax was £0.1m versus a loss before tax of £(0.6m) in
H1 2024. In addition to the revenue growth outlined above, this reflects:
○ Operating expenses of £3.0m versus £2.8m in H1 2024, primarily reflecting
the costs of recruiting additional staff to support planned business growth,
especially in the UK.
○ Group borrowing costs of £1.2m remaining flat from £1.2m in H1 2024
following the purchase of 1.2m ZDP shares in June 2025. This purchase of ZDP
shares also resulted in an accounting gain of £1.0m (recorded within "Other
net gains").
○ £0.2m reduction in expected credit losses (versus a £0.5m credit in H1
2024), reflecting our continued focus on disciplined credit risk management.
○ Our share of the profit from our joint venture with Hawk Lending was £0.2m
(H1 2024: loss £0.3m).
ESG
At Sancus, we are committed to taking Environmental, Social and Governance
("ESG") factors seriously. We recognise our responsibility to incorporate
sustainability throughout the operations of our business, to be custodians of
the environment and to practise good stewardship of our stakeholders'
interests.
Alongside the publication of our 2024 annual report and accounts, we published
our second Environmental, Social, and Governance report, marking the start of
our journey towards greater transparency and sustainability. The report
highlights our progress and achievements in the areas of environmental
protection, social responsibility and governance, as well as the challenges
and opportunities that we face.
OUTLOOK
We continue to believe there are grounds for optimism and that with our
strategic focus and progress the long-term profitable growth potential for our
business is clear. Whilst the operating environment was somewhat uncertain in
H1 2025 we are cautiously optimistic having entered H2 2025.
Rory Mepham
Chief Executive Officer
3 September 2025
RISKS, UNCERTAINTIES AND RESPONSIBILITY STATEMENT
Risks and uncertainties
There are a number of potential risks and uncertainties which could have a
material impact on the Group's performance over the remainder of the financial
year. These include, but are not limited to, Capital and liquidity risk,
Regulatory and compliance risk, Market risk, Credit risk with respect to the
loan book (primarily bridging loans and, increasingly, development loans),
Operational risk and the execution of Sancus strategy. These risks remain
unchanged from the year ended 31 December 2024 and are not expected to change
in the 6 months to the end of the 2025 financial year. Further details on
these risks and uncertainties can be found in the 2024 Annual Report.
Responsibility statement
The Directors confirm that to the best of their knowledge:
· The Interim Report has been prepared in accordance with the AIM
rules for Companies;
· This financial information has been prepared in accordance with
IAS 34 as adopted by the UK;
Approved and signed on behalf of the Board of Directors
3 September 2025
INDEPENDENT REVIEW REPORT ON INTERIM FINANCIAL INFORMATION
Conclusion
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2025 which comprise the condensed consolidated statement of comprehensive
income, the condensed consolidated statement of financial position, the
condensed consolidated statement of changes in shareholders' equity, the
condensed consolidated statement of cash flows and related Notes 1 to 21.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34 and the AIM Rules of the London Stock Exchange.
Basis of Conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued for use in the United Kingdom. A
review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 2, the annual financial statements of the group are
prepared in accordance with UK adopted International Accounting Standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting'.
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis of Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
this ISRE, however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the AIM Rules for Companies of the London Stock Exchange.
In preparing the half-yearly financial report, the directors are responsible
for assessing the 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 company or to cease operations, or have no realistic alternative
but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statement in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the Company in accordance with International
Standard on Review Engagements (UK) 2410 'Review of Interim Financial
Information Performed by the Independent Auditor of the Entity' issued by the
Financial Reporting Council for use in the United Kingdom. Our work has been
undertaken so that we might state to the Company those matters we are required
to state to them in an independent review 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, for our review work, for this report, or for
the conclusions we have formed.
Moore Kingston Smith LLP
9 Appold Street,
London,
EC2A 2AP
3 September 2025
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
Notes Period ended Period ended
30 June 2025 30 June 2024
(unaudited) (unaudited)
£'000 £'000
Revenue 4 9,683 7,499
Cost of sales 5 (6,816) (5,445)
Gross profit 2,867 2,054
Operating expenses 6 (3,002) (2,846)
Group borrowing costs 7 (1,159) (1,182)
Changes in expected credit losses 19 232 466
Operating loss (1,062) (1,508)
Other net gains 8 1,004 1,158
Share of net profit / (loss) of joint ventures accounted for using the equity 11 192 (262)
method
Profit / (loss) for the period before tax 134 (612)
Income tax expense (7) (35)
Profit / (loss) for the period after tax 127 (647)
Items that may be reclassified subsequently to profit and loss
Foreign exchange arising on consolidation 90 (30)
Other comprehensive income / (loss) for the period after tax 90 (30)
Total comprehensive income / (loss) for the period 217 (677)
Basic earnings per share 9 0.04p (0.12)p
Diluted earnings per share 0.04p (0.12)p
The accompanying Notes in the 'Notes to the Condensed Interim Financial
Statements' section form an integral part of these financial statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited)
30 June 2025 31 December 2024 (audited)
(unaudited)
ASSETS Notes £'000 £'000
Non-current assets
Property, plant and equipment 10 662 473
Other intangible assets 12 - -
Sancus loans and loan equivalents 19 13,570 7,373
FinTech Ventures investments 19 - -
Investments in equity-accounted joint ventures and associates 11 14,571 14,379
Other investments 13 100 100
Total non-current assets 28,903 22,325
Current assets
Sancus loans and loan equivalents 19 101,793 85,331
Trade and other receivables 14 14,934 11,937
Cash and cash equivalents 11,248 2,529
Total current assets 127,975 99,797
Total assets 156,878 122,122
EQUITY
Share capital 15 - -
Share premium 15 118,340 118,340
Treasury shares 15 (1,172) (1,172)
Other reserves (119,012) (119,229)
Total Equity (1,844) (2,061)
LIABILITIES
Non-current liabilities
Borrowings 154,822 121,158
Lease liabilities 476 423
Total non-current liabilities 16 155,298 121,581
Current liabilities
Trade and other payables 1,472 1,296
Hedging contracts 26 2
Tax liabilities 7 10
Lease liabilities 91 20
Provisions - 11
Interest payable 1,828 1,263
Total current liabilities 16 3,424 2,602
Total liabilities 158,722 124,183
Total equity and liabilities 156,878 122,122
The financial statements were approved by the Board of Directors on 3
September 2025 and were signed on its behalf by:
Director: John Whittle
The accompanying Notes in the 'Notes to the Condensed Interim Financial
Statements' section form an integral part of these financial statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
Share Treasury Shares Warrants Outstanding Foreign Exchange Reserve Retained Earnings/ 207BTotal
208BEquity
Premium (Losses)
0B£'000 1B£'000 2B£'000 3B£'000 4B£'000 £'000
Balance at 31 December 2024 (audited) 118,340 (1,172) - (70) (119,159) (2,061)
Total comprehensive income for the period 10B- 11B- 12B- 13B90 14B127 217
Balance at 30 June 2025 (unaudited) 15B118,340 16B(1,172) 17B- 19B 20 19B(119,032) (1,844)
Balance at 31 December 2023 (audited) 118,340 (1,172) - 15 (119,159) (1,976)
Total comprehensive loss for the period 10B- 11B- 12B- 13B(30) 14B(647) (677)
Balance at 30 June 2024 (unaudited) 15B118,340 16B(1,172) 17B- 19B (15) 19B(119,806) (2,653)
The accompanying Notes in the 'Notes to the Condensed Interim Financial
Statements' section form an integral part of these financial statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
Period ended Period ended
30 June 2025 30 June 2024
(unaudited) (unaudited)
Notes £'000 £'000
(2,194) (3,175)
Cash outflow from operations, excluding loan movements 17
(Increase) / decrease in Sancus loans (376) 126
Increase in Sancus Loans Limited loans (22,283) (8,862)
Net cash outflow from operating activities (24,853) (11,911)
Cash outflow from investing activities
Investment in joint ventures 11 (250) (427)
Property, plant and equipment and other intangibles acquired 10 (89) (18)
Net cash outflow from investing activities (339) (445)
Cash inflows from financing activities
Drawdown of Pollen facility 17 29,574 10,000
Issue of preference shares 17 2,500 5,000
Issue of bonds 17 3,289 -
Capital element of lease payments 17 (36) (108)
Debt issue costs 17 (116) -
Purchase of ZDPs 17 (1,390) (1,501)
Net cash inflow from financing activities 33,821 13,391
Effects of foreign exchange 90 (30)
Net increase in cash and cash equivalents 8,719 1,005
Cash and cash equivalents at beginning of period 2,529 4,990
Cash and cash equivalents at end of period 11,248 5,995
The accompanying Notes in the 'Notes to the Condensed Interim Financial
Statements' section form an integral part of these financial statements.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited)
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 Company's Memorandum and
Articles of Incorporation (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 for Companies. The Executive Team is
responsible for the management of the Company.
The Company has taken advantage of the exemption conferred by the Companies
(Guernsey) Law, 2008, Section 244, not to prepare company only financial
statements which is consistent with the 2024 Annual Report.
2. ACCOUNTING POLICIES
(a) Basis of preparation
These condensed consolidated financial statements ("financial statements")
have been prepared in accordance with International Financial Reporting
Standard (IAS) 34 'Interim Financial Reporting', as adopted by the United
Kingdom and all applicable requirements of Guernsey Company Law. They do not
include all the information and disclosures required in annual financial
statements and should be read in conjunction with the Company's annual audited
financial statements for the year ended 31 December 2024, which have been
prepared in accordance with UK adopted International Accounting Standards.
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.
These financial statements were authorised for issue by the Directors on 3
September 2025.
(b) Principal accounting policies
The same accounting policies and methods of computation are followed in these
financial statements as in the last annual financial statements for the year
ended 31 December 2024.
(c) Going Concern
The Directors have considered the going concern basis in the preparation of
the financial statements as supported by the Directors' 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 June 2026 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. The Group is also profitable with a
profit before tax of £0.1m generated in H1 2025 compared to a loss before tax
of £0.6m in H1 2024. Following the extension of the ZDP shares and Pollen
facility, the Company does not have any debt liabilities that fall due within
the next 12 months. Based on this, 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.
(d) Critical accounting estimates and judgements in
applying accounting policies
The critical accounting estimates and judgements are as outlined in the
financial statements for the year ended 31 December 2024.
3. SEGMENTAL REPORTING
Operating segments are reported in a manner consistent with the manner in
which the Executive 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 team have
identified four 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 to the Board separately as a stand-alone entity 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 the JV.
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 and Sancus Loans No.3 Limited.
Six months to 30 June 2025
Offshore UK Ireland Sancus Loans Limited (SLL) Sancus Debt Costs Total Sancus Head Office SLL Debt Costs Other Consolidated Financial Statements
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 246 2,230 966 (249) - 3,193 - 6,490 - 9,683
Operating profit / (loss) * (85) 17 461 (269) - 124 (258) - (1) (135)
Credit losses 232 - - - - 232 - - - 232
Debt costs - - - - (1,159) (1,159) - - - (1,159)
Other (losses) / gains (135) (4) (67) 419 - 213 1,041 - - 1,254
Profit / (loss) on JVs and associates 192 - - - - 192 - - (250) (58)
Taxation - - (7) - - (7) - - - (7)
Profit / (loss) After Tax 204 13 387 150 (1,159) (405) 783 - (251) 127
Six months to 30 June 2024
Offshore UK Ireland Sancus Loans Limited (SLL) Sancus Debt Costs Total Sancus Head Office SLL Debt Costs Other Consolidated Financial Statements
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 350 2,056 719 (720) - 2,405 - 5,094 - 7,499
Operating profit / (loss) * (66) 252 261 (741) - (294) (493) - (5) (792)
Credit losses 395 24 - 47 - 466 - - - 466
Debt costs - - - - (1,182) (1,182) - - - (1,182)
Other (losses) / gains (44) - 18 103 - 77 1,131 - - 1,208
Loss on JVs and associates (262) - - - - (262) - - (50) (312)
Taxation - - (35) - - (35) - - - (35)
Profit / (loss) After Tax 23 276 244 (591) (1,182) (1,230) 638 - (55) (647)
* Operating Profit / (loss) before credit losses and debt costs
Sancus Loans Limited is consolidated into the Group's results as it is a 100%
owned subsidiary of the Group. Sancus Loans Limited is considered 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 Offshore to Ireland £37,000 (2024: £37,000) and Head Office
to Offshore £62,500 (2024: £62,500). "Other" includes FinTech (excluding
fair value and forex).
At 30 June 2025
Offshore UK Ireland Sancus Loans Limited (SLL) Total Sancus Head Office Fintech Portfolio Other Inter Company Balances Consolidated Financial Statements
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Total Assets 43,888 9,792 3,269 143,990 200,939 42,388 - 1 (86,450) 156,878
Total Liabilities (53,956) (19,243) (576) (143,838) (217,613) (27,558) - (1) 86,450 (158,722)
Net Assets / (liabilities) (10,068) (9,451) 2,693 152 (16,674) 14,830 - - - (1,844)
At 31 December 2024
Total Assets 43,602 6,949 2,843 110,572 163,966 41,512 - 3 (83,359) 122,122
Total Liabilities (53,870) (16,418) (628) (110,570) (181,486) (26,053) - (3) 83,359 (124,183)
Net Assets / (liabilities) (10,268) (9,469) 2,215 2 (17,520) 15,459 - - - (2,061)
Head Office liabilities include borrowings £27.2m (December 2024: £25.7m).
Other FinTech assets and liabilities are included within "Other"
4. REVENUE
30 June 2025 30 June 2024
(unaudited) (unaudited)
45B£'000 46B£'000
Co-Funder fees 47B1,457 47B1,577
Earn out (exit) fees 49B344 49B350
Transaction fees 51B1,188 51B1,129
Total revenue from contracts with customers 53B2,989 53B3,056
Interest on loans 55B52 55B26
Pollen interest income 57B6,241 57B4,375
Asset management fees 59B401 59B42
Total Revenue 61B9,683 61B7,499
5. COST OF SALES
30 June 2025 30 June 2024
(unaudited) (unaudited)
63B£'000 64B£'000
Pollen interest cost 67B6,040 67B4,955
Preference share interest costs 67B412 67B140
Irish loan note interest costs 67B38 67B-
Other cost of sales 69B326 69B350
Total cost of sales 71B6,816 71B5,445
6. OPERATING EXPENSES
30 June 2025 30 June 2024
(unaudited) (unaudited)
73B£'000 74B£'000
Administration and secretarial fees 75B14 75B61
Amortisation and depreciation 77B60 60112
Audit fees 79B151 79B184
Corporate insurance 31 81B54
Directors remuneration 83B64 83B88
Employment costs 85B1,930 85B1,662
Investor relations expenses 87B- 87B30
Legal and professional fees 89B104 89B93
Marketing expenses 91B30 91B2
NOMAD fees 93B75 93B70
Other office and administration costs 95B437 95B431
Pension costs 97B75 97B40
Registrar fees 99B22 99B15
Sundry 101B9 10194
Total operating expenses 103B3,002 103B2,846
7. GROUP BORROWING COSTS
Group borrowing costs reflect the interest cost of the corporate bond and ZDP
shares (see note 16).
115B30 June 2025 116B30 June 2024
(unaudited)
(unaudited)
£'000 £,000
Group borrowing costs 127B1,159 128B1,182
8. OTHER NET GAINS / (LOSSES)
115B30 June 2025 116B30 June 2024
(unaudited)
(unaudited)
£'000 £,000
Gains on foreign exchange 119B352 120B121
Loss on joint ventures and associates 121B(250) 122B(50)
Joint venture recharges 121B(110) 122B(44)
Lease interest 125B(28) 126B-
Gain on ZDPs 125B1,040 126B1,131
127B1,004 128B1,158
9. EARNINGS PER SHARE
Consolidated profit / (loss) per ordinary share has been calculated by
dividing the consolidated profit / (loss) attributable to ordinary
shareholders in the period by the weighted average number of ordinary shares
outstanding (excluding treasury shares) during the period.
Note 15 describes the warrants in issue which are currently out of the money
and therefore are not considered to have a dilutive effect on the calculation
of profit / (loss) per ordinary share.
30 June 2025 30 June 2024
(unaudited) (unaudited)
Number of shares in issue 105B584,138,346 105B584,138,346
Weighted average number of shares outstanding 107B584,138,346 107B584,138,346
Profit / (loss) attributable to ordinary shareholders in the period 109B£217,000 109B(£(677,000)
Basic profit / (loss) per ordinary share 111B0.04p 111B(0.12)p
Diluted profit / (loss) per ordinary share 113B0.04p 113B(0.12)p
10. PROPERTY, PLANT AND EQUIPMENT
Right of use assets Property & Equipment Total
Cost £'000 £'000 £'000
At 31 December 2024 467 439 906
Additions in the period 160 89 249
At 30 June 2025 627 528 1,155
Accumulated depreciation £'000 £'000 £'000
At 31 December 2024 13 420 433
Charge in the period 47 13 60
At 30 June 2025 60 433 493
Net book value 30 June 2025 567 95 662
Net book value 31 December 2024 454 19 473
11. INVESTMENTS IN JOINT VENTURES
115B30 June 2025 116B31 December 2024
(unaudited)
(audited)
117B£'000 118B£'000
At beginning of year 119B14,379 120B14,255
Additions - joint venture 121B250 122B564
Impairment of joint venture 125B(250) 126B(150)
Share of net profit / (loss) of joint ventures accounted for using the equity 125B192 126B(290)
method
127B14,571 128B14,379
The Group has a 50% share in Amberton Limited. Additions in the period include
£250,000 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,
movable 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.
Under IFRS 11, this joint arrangement is classified as a joint venture and has
been included in the consolidated financial statements using the equity
method.
Summarised financial information in relation to the joint venture is presented
below:
115B30 June 2025 116B31 December 2024
(unaudited)
(audited)
117B£'000 118B£'000
Current assets 119B683 120B2,835
Non-current assets 121B30,617 122B28,520
Current liabilities 123B2,158 124B2,596
Included in the above amounts are:
Cash and cash equivalents 125B34 126B133
Current financial liabilities (excluding trade payables) 125B2,095 126B2,471
Net assets (100%) 127B29,142 128B28,759
Group share of net assets (50%) 127B14,571 128B14,379
115B30 June 2025 116B31 December 2024
(unaudited)
(audited)
117B£'000 118B£'000
Revenues 119B666 120B710
Profit / (loss) and total comprehensive income / (loss) for the period (100%) 121384 122B(580)
Group share of total comprehensive income / (loss) (50%) 123B192 124B(290)
Included in the above amounts are:
Depreciation and amortisation 123B2 124B2
No dividends were received from the JV during the period ended 30 June 2025.
The JV is a private company; therefore no quoted market prices are available
for its shares.
The Group has no additional commitments relating to the JV.
12. OTHER INTANGIBLE ASSETS
£'000
Cost
At 30 June 2025 and 31 December 2024 1,584
Amortisation
At 31 December 2024 1,584
Charge for the period -
At 30 June 2025 1,584
Net book value at 30 June 2025 -
Net book value at 31 December 2024 -
Other Intangible assets comprise capitalised contractors' costs and costs
related to core systems development. The assets have been fully amortised.
13. OTHER INVESTMENTS
Other investments of £100,000 (31 December 2024: £100,000) represents the
investment by the Group in non-voting capital in its Loan Note programme
entities.
14. TRADE AND OTHER RECEIVABLES
115B30 June 2025 116B31 December 2024
(unaudited)
(audited)
Current 117B£'000 118B£'000
Loan fees, interest and similar receivable 119B14,305 120B10,943
Receivable from associated companies 123B- 124B3
Other trade receivables and prepaid expenses 125B629 126B991
127B14,934 128B11,937
15. SHARE CAPITAL, SHARE PREMIUM & DISTRIBUTABLE RESERVE
Sancus Lending Group Limited has the power under the Articles to issue an
unlimited number of Ordinary Shares of nil par value.
No Ordinary Shares were issued in the period to 30 June 2025 (period to 30
June 2024: Nil).
Share Capital
Number of Ordinary Shares - nil par value
At 30 June 2025 (unaudited) and 31 December 2024 (audited) 129B584,138,346
Share Premium
Ordinary Shares - nil par value 130B£'000
At 30 June 2025 (unaudited) and 31 December 2024 (audited) 131B118,340
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
132B30 June 2025 133B31 December 2024
(unaudited)
(audited)
Number of shares Number of shares
Balance at start and end of period / year 134B11,852,676 135B11,852,676
136B30 June 2025 137B31 December 2024
(unaudited)
(audited)
£'000 £'000
Balance at start end of period / year 138B1,172 139B1,172
Warrants in Issue
As at 30 June 2025 there were 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 30 June 2025 is
£Nil (31 December 2024: £Nil).
16. LIABILITIES
Non-current liabilities 30 June 2025 141B31 December 2024
(unaudited)
(audited)
142B£'000 143B£'000
Corporate bond (1) 144B20,576 145B16,948
Pollen facility (2) 146B119,262 147B89,610
ZDP shares (3) 148B6,626 149B8,773
Preference shares (4) 148B7,500 149B5,000
Irish loan note (5) 148B858 149B827
Lease liability B476 151B423
Total non-current liabilities 152B155,298 153B121,581
Current liabilities 30 June 2025 155B31 December 2024
(unaudited)
(audited)
156B£'000 157B£'000
Accounts payable 158B737 159B316
Accruals and other payables 735 980
Taxation 162B7 163B10
Interest payable 166B1,828 167B1,263
Hedging contracts (note 19) 168B26 162
Provisions for financial guarantees 170B- 171B11
Lease liability 172B91 173B20
Total current liabilities 3,424 174B2,602
Movement on provision for financial guarantees
175B£'000
At 31 December 2023 176B18
Profit and loss credit in the year 177B(7)
At 31 December 2024 178B11
Profit and loss credit in the period 179B(11)
At 30 June 2025 180B-
Provisions for financial guarantees are recognised in relation to Expected
Credit Losses ("ECLs") on off-balance sheet loans and receivables where the
Company has provided a subordinated position or other guarantee (see Note 20).
The fair value is determined using the exact same methodology as that used in
determining ECLs (Note 19).
(1) Corporate bond
The corporate bond outstanding at 30 June 2025 was £20.6m (31 December 2024:
£17m). During the prior year, bondholders approved an extension in the
maturity date of the bonds to 31 October 2027 from 31 December 2025 and an
increase in the coupon to 8% (2024: 7%). In June 2025, bondholders approved an
amendment to the terms of the bonds to introduce a payment-in-kind interest
option, allowing bondholders to elect to receive interest rolled up and paid
on maturity at an increased rate of 8.5% per annum, instead of the 8% cash
coupon paid quarterly.
(2) Pollen facility
Sancus signed a £125m facility agreement with funds managed by Pollen Street
PLC ("Pollen") in November 2022. In June 2025, Sancus signed a new 5 year
facility agreement with Pollen increasing the facility up to £200m and with a
5 year expiry date (June 2030). This new facility enables Sancus to draw funds
in both GBP and EUR.
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 20 Guarantees.
(3) ZDPs
The ZDP shares have a maturity date of 5 December 2030 following ZDP
shareholders approving a 3 year extension of the final capital entitlement
repayment date on 24 June 2025. On this date, the ZDP shareholders also
approved the suspension of any further capital growth from 24 June 2025,
resulting in the final capital entitlement being £2.0990 per ZDP share. Prior
to this date, the ZDP shares accrued interest at an average of 9% per annum.
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
details of the rights attached to the ZDP shares. This document can be
accessed via the Company's website, www.sancus.com.
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 ZDP shares. At 30 June 2025, the Company was in compliance with these
covenants as Cover Test A was 2.32 (minimum of 1.7) and the adjusted Cover
Test B was 4.72 (minimum of 2.05). At 30 June 2025, senior debt borrowing
capacity amounted to £20.6m. The Pollen facility does not impact on this
capacity as it is non-recourse to Sancus.
The Company purchased 1,388,889 ZDP shares of no par value at a price of
£1.08 per ZDP share on 29 April 2024 and a further 1,854,910 ZDP shares at a
price of £1.08 per ZDP share on 9 December 2024. The ZDP shares purchased in
April 2024 are held as treasury shares and the shares purchased in December
2024 were cancelled. 1,157,417 ZDP shares were acquired under a tender offer
in June 2025 at a price of 120p per ZDP share. This was financed by the
issuance of c. £1.4m Sancus Bonds to Somerston Fintech Limited. The ZDP
shares acquired under this tender offer were cancelled.
At 30 June 2025, the Company held 11,894,628 ZDP shares in Treasury (31
December 2024: 11,894,628) with an aggregate value of £24,966,824 (31
December 2024: £23,956,091).
(4) Preference Shares
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"). A further £2,500,000
preference shares have been subscribed for in the period to 30 June 2025. The
Preference Shares have a non-cash, cumulative coupon of 15% and a maturity
date of 23 November 2026.
(5) Irish Loan Note
In November 2024, Sancus Loans No.3 Limited issued a €1,000,000 loan note to
Aatazar Unlimited Company. The loan note bears interest at 9% and is repayable
in November 2027.
17. NOTES TO THE CASH FLOW STATEMENT
Cash outflow from operations (excluding loan movements) 181B30 June 2025 182B30 June 2024
(unaudited)
(unaudited)
183B£'000 184B£'000
Profit / (loss) for the period 185B127 185B(647)
Adjustments for:
Other net gains 189B(754) 189B(1,158)
Finance costs 191B858 191B763
(Profit) / loss on joint venture 193B(192) 193B262
Changes in expected credit losses 193B(232) 193B(466)
Taxation 195B(3) 195B(1)
Amortisation / depreciation of fixed assets 197B60 197B112
Amortisation of debt issue costs 199B142 199B138
Changes in working capital:
Trade and other receivables 201B(2,765) 201B(2,292)
Trade and other payables 203B565 203B114
Cash outflow from operations (excluding loan movements) 205B(2,194) 205B(3,175)
Changes in liabilities arising from financing activities
The table below details 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.
1 January Debt issue costs (1) Amortisation of debt issue costs
2025 Payments (1) Receipts (1) £'000 Non-cash Other
£'000 £'000 £'000 £'000 Non-cash(2) 30 June
£'000 2025
£'000
ZDP Shares 8,773 (1,390) - (116) 22 (663) 6,626
Corporate Bond 16,948 (-) 3,289 - 10 329 20,576
Pollen Facility 89,610 - 29,574 - 110 (32) 119,262
Preference Shares 5,000 - 2,500 - - - 7,500
Irish Loan Note 827 - - - - 31 858
Lease Liability 443 (36) - - - 160 567
Total liabilities 121,601 (1,426) 35,363 (116) 142 (175) 155,389
1 January Debt issue costs (1) Amortisation of debt issue costs
2024 £'000 Non-cash
£'000 Payments (1) Receipts (1) £'000 Other 30 June
£'000 £'000 Non-cash(2) 2024
£'000 £'000
ZDP Shares 13,967 (1,501) - - 13 (495) 11,984
Corporate Bond 14,950 (-) - - 13 - 14,963
Pollen Facility 77,169 - 10,000 - 112 - 87,281
Preference Shares - - 5,000 - - - 5,000
Lease Liability 282 (108) - - - - 174
Total liabilities 106,368 (1,609) 15,000 - 138 (495) 119,402
(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.
18. RELATED PARTY TRANSACTIONS
Transactions with the Directors/Executive Team
Non-executive Directors
In the period ended 30 June 2025, 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:
30 June 2025 30 June 2024
£ £
Stephen Smith (Chairman) 50,000 50,000
John Whittle 42,500 42,500
Tracy Clarke 35,000 35,000
Total Directors' fees charged to the Company for the period ended 30 June 2025
were £63,750 (30 June 2024: £87,500).
Executive Team
For the period ended 30 June 2025, the Executive Team members' remuneration
from the Company, excluding all reasonable expenses incurred in the course of
their duties which were reimbursed by the Company, were as detailed in the
table below:
30 June 2025 30 June 2024
£'000 £'000
Aggregate remuneration in respect of qualifying service - fixed salary 120 149
Aggregate amounts contributed to Money Purchase pension schemes 6 6
Aggregate bonus paid 65 -
All amounts have been charged to Operating Expenses.
Carlton Management Services Limited sub-lease office space in the Group's
offices in Jersey, with a sub lease end date of 30 August 2036 at an annual
cost of c.£100,000 p.a.
Somerston Capital Limited sub-lease office space in the Group's offices in the
UK at an annual cost of £58,000 p.a.
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.
In April 2024, Somerston Fintech Limited ("Somerston"), 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").
On 30 January 2025, Somerston Fintech Limited committed to subscribe for up to
£10m of junior funding in the existing or future loan financing facilities of
the Group, subject to standard conditions precedent. As at 30 June 2025,
Somerston Fintech had provided junior funding of £4.4m under this commitment.
This comprised the issuance of £1.9m of Sancus Bonds and the issuance of
£2.5m of Preference Shares in Sancus Loans. The Preference Shares have a
non-cash, cumulative coupon of 15% and a maturity date of 23 November 2026.
Somerston Fintech Limited also subscribed for c.£1.4m of the Sancus Bond in
June 2025 in order to facilitate the buyback of some ZDP Shares.
The Group has not recorded any other transactions with any Somerston Group
companies for the period ended 30 June 2025 (2024: none).
Directors' and Persons Discharging Managerial Responsibilities ("PDMR")
shareholdings in the Company
As at 30 June 2025, the Directors had the following beneficial interests in
the Ordinary Shares of the Company:
30 June 2025 31 December 2024
No. of Ordinary Shares Held % of total issued Ordinary Shares No. of Ordinary Shares Held % of total issued Ordinary Shares
John Whittle 2,138,052 0.37 2,138,052 0.37
Rory Mepham 7,000,000 1.20 6,000,000 1.03
Robert Morton 5,000,000 0.86 5,000,000 0.86
James Waghorn 3,160,204 0.54 3,160,204 0.54
Keith Lawrence 923,712 0.16 923,712 0.16
( )
In the six month period to 30 June 2025 and the year to 31 December 2024, none
of the above received any amounts relating to their shareholding.
Transactions with connected entities
There were no significant transactions with connected entities that took place
during the period ended 30 June 2025.
There is no ultimate controlling party of the Company.
19. FINANCIAL INSTRUMENTS - Fair values and risk management
Sancus loans and loan equivalents
30 June 2025 (unaudited) 31 December 2024 (audited)
Non-current £'000 £'000
Sancus loans - -
Sancus Loans Limited loans 13,570 7,373
Total Non-current Sancus loans and loan equivalents 13,570 7,373
Current
Sancus loans 762 386
Sancus Loans Limited loans 101,031 84,945
Total Current Sancus loans and loan equivalents 101,793 85,331
Total Sancus loans and loan equivalents 115,363 92,704
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:
30 June 2025 31 December 2024 (audited)
(unaudited)
Level 2 Level 3 Level 2 Level 3
£'000 £'000 £'000 £'000
Fintech Ventures investments - - - -
Derivative contracts (26) - (2) -
Total assets / liabilities at fair value (26) - (2) -
The classification and valuation methodology remains as noted in the 2024
Annual Report.
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 30 June 2025 (31 December 2024: £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 (2024: None).
Assets at Amortised Cost
30 June 2025 31 December 2024
(unaudited) (audited)
£'000 £'000
Sancus loans and loan equivalents 115,363 92,704
Trade and other receivables 14,305 10,946
Cash and cash equivalents 11,248 2,529
Total assets at amortised cost 140,916 106,179
Liabilities at Amortised Cost
30 June 2025 31 December 2024
(unaudited) (audited)
£'000 £'000
ZDPs 6,626 8,773
Corporate bond 20,576 16,948
Pollen facility 119,262 89,610
Preference shares 7,500 5,000
Irish Loan Note 858 827
Trade and other payables 3,874 3,012
Provisions in respect of guarantees - 11
Total liabilities at amortised cost 158,696 124,181
Refer to Note 16 for further information on liabilities.
Total Portfolio
FinTech Ventures Investments
30 June 2025 £'000
At 31 December 2024 -
Net new investments / loan repaid -
Realised gain recognised in profit and loss -
At 30 June 2025 -
Total Portfolio
31 December 2024 £'000
At 31 December 2023 -
Net new investments / (divestments) -
Realised losses recognised in profit and loss -
At 31 December 2024 -
Credit Risk
Credit risk is defined as the risk that a borrower/debtor may fail to make
required repayments within the contracted timescale. 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 balance sheet date. It is categorized into Stage 1, Stage 2 and Stage
3 with Stage 1 being to recognise 12 month ECLs, Stage 2 being to recognise
Lifetime ECLs not credit impaired and Stage 3 being to recognise Lifetime ECLs
credit impaired.
Foreign Exchange Risk - Derivative instruments
The Treasury Committee Team 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. Forward contracts to sell Euros at loan maturity dates are entered
into when loans are drawn in Euros. At 30 June 2025 the following forward
foreign exchange contracts were open:
June 2025
Counterparty Settlement date Buy Currency Buy Amount £'000 Sell currency Sell amount €'000 Unrealised gain/(loss) £'000
Corpay Jun 2025 to July 2025 GBP 4,265 Euro 5,000 (26)
(26)
December 2024
Counterparty Settlement date Buy Currency Buy Amount £'000 Sell currency Sell amount €'000 Unrealised loss
£'000
Alpha Jan 2025 GBP 7,667 Euro 9,245 20
Lumon Risk Management Jan 2025 GBP 36,530 Euro 44,170 (22)
(2)
No hedging has been taken out against investments in the FinTech Ventures
platforms (2024: £Nil).
Provision for ECL
Provision for ECL is made using the credit risk, the probability of default
(PD) and the probability of 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 x PD x PL and are then
amended as necessary according to the more subjective measures as noted above.
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 probability of loss is arrived
at with reference to the LTV and consideration of cash that can be redeemed on
recovery.
Movement of provision for ECL
Trade Receivables £'000
Loans Guarantees £'000 Total
£'000 £'000
Loss allowance at 31 December 2023 8,484 6,462 18 14,964
Credit for the year 2024 (330) (65) (7) (402)
Utilised in the year 2024 (5,093) (1,047) - (6,140)
Loss allowance at 31 December 2024 3,061 5,350 11 8,422
Credit for the period to June 2025 (221) - (11) (232)
Utilised in the period to June 2025 (276) (45) - (321)
Loss allowance at 30 June 2025 2,564 5,305 - 7,869
20. GUARANTEES
The Group undertakes a number of Guarantees and first loss positions which are
not deemed to be contingent liabilities under IAS37 as there is no present
obligation for these guarantees and it is considered unlikely that these
liabilities will crystallise.
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 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 (2024: £Nil).
Sancus Loan Notes
Loan Note 8 was launched in January 2022 and is closed for new subscriptions
with AUM of £33.068m. 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.
Loan Note 9 was launched in October 2024 and is gathering new subscriptions
with an AUM of £22.5m as at 30 June 2025. Loan Note 9 matures on 1 October
2029 and has a coupon of between 7.5% and 8.5% p.a. depending on participation
level (payable monthly), with Sancus and Hawkbridge providing a 20% first loss
guarantee jointly.
Amberton Loan Note 1 is a bespoke note that launched in May 2025, the note has
AUM of £5.4m as at 30 June 2025. Loan Note 1 matures on 14 May 2030 and has a
coupon of 8% (payable monthly).
Unfunded Commitments
As at 30 June 2025 the Group has unfunded commitments of £66.0m (31 December
2024: £68.4m). 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.
21. EVENTS AFTER THE REPORTING DATE
On 14 August the Group announced that it had entered into a 3 year £20m
committed facility with Paragon Bank plc to increase its capacity to grow our
lending book in England, Wales and Scotland. The junior capital required for
this facility will be provided under the £10m junior funding commitment
provided by Somerston Fintech Limited (see Note 18).
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