Half Yearly Report

RNS Number : 7317L
NB Global Floating Rate Income Fund
15 August 2013
 



15 August 2013

 

FOR IMMEDIATE RELEASE

FINAL RESULTS ANNOUNCEMENT

 

THE BOARD OF DIRECTORS OF NB GLOBAL FLOATING RATE INCOME FUND LIMITED ANNOUNCE FINAL RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2013

 

A copy of the Company's Interim Consolidated Financial Statements are attached, and will be posted to the shareholders of the Company.

 

Copies of the Company's Annual Report and Consolidated Financial Statements are also available from the Company Secretary, BNP Paribas Securities Services S.C.A., Guernsey Branch at BNP Paribas House, 1 St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA, or on the Company's website WWW.NBGFRIF.COM. 

 

Company Overview          

 

The investment objective of NB Global Floating Rate Income Fund Limited (the "Company") is to provide its shareholders with regular dividends, at levels that are sustainable, whilst preserving the capital value of its investment portfolio, utilising the investment skills of Neuberger  Berman Europe Limited (the "Investment Manager") and Neuberger Berman Fixed Income LLC (the "Sub-Investment Manager").

 

To pursue its investment objective, the Company invests mainly in floating rate senior secured loans issued in U.S. Dollars, Sterling and Euros by primarily North American and European Union corporations, partnerships and other business issuers. These loans will at the time of investment often be non-investment grade. The Company considers debt instruments to be non-investment grade if, at the time of investment, they are rated below the four highest categories by at least two independent credit rating agencies or, if unrated, are deemed by the Investment Manager and the Sub-Investment Manager to be of comparable quality.

 

For the purposes of efficient portfolio management, the Company has established a wholly-owned Luxembourg incorporated subsidiary, NB Global Floating Rate Income Fund (Lux) 1 S.à.r.l. which in turn holds a wholly-owned subsidiary, NB Global Floating Rate Income Fund (Lux) 2 S.à.r.l. All references to the Company in this document refer to the Company together with its wholly owned Luxembourg subsidiaries.

 

Company

(as at 30 June 2013)

NB Global Floating Rate Income Fund Limited (the "Company")

·      Guernsey incorporated, closed-ended investment company

·      Admitted to the Official List of the UK Listing Authority and to trading with a premium listing on the Main Market of the London Stock Exchange on 20 April 2011

·      The Company was admitted to the FTSE 250 in March 2012

·      Pays dividends quarterly

·      Current dividend yield of 4.8%

·      57,618,074 U.S. Dollar Ordinary Shares and 414,271,451 Sterling Ordinary Shares in issue as at 30 June 2013

·      363,549,886 Sterling C Shares in issued on 26 March 2013 and then converted into 360,521,605 Sterling Ordinary Shares on 16 July 2013

Investment Manager

and  Sub-Investment Manager

(as at 30 June 2013)

 

 

Neuberger Berman Europe Limited (the "Investment Manager")

Neuberger Berman Fixed Income LLC (the "Sub-Investment Manager")

·      A large team of over 109 fixed income investment professionals

·      Portfolio Managers have an average of 20 years of industry experience

·      Total fixed income assets of over $89 billion

·      Over $15 billion in high yield bonds and loans

·      Non-investment grade research team of over 20 analysts

 

Key Figures

(US$ in millions, except per share data)

At 30 June 2013

At 31 December 2012

Net Asset Value attributable to U.S. Dollar shareholding



          - Ordinary Shares

$57.4

$83.2




Net Asset Value attributable to Sterling shareholding



          - Ordinary Shares

$622.5

$642.8

          - C Shares

$538.7

-




Net Asset Value per share attributable to U.S. Dollar shareholding



          - Ordinary Shares

$0.9970

$1.0007




Net Asset Value per share attributable to Sterling shareholding



          - Ordinary Shares

£0.9907

£0.9952

          - C Shares

£0.9769

-




Investments

$1,223.8

$714.9




Cash and Cash Equivalents

$56.1

$20.5




Dividend Yield - U.S. Dollar Ordinary Shares

4.81%

4.94%

                          - Sterling Ordinary Shares

   4.84%

4.96%




Share Price - U.S. Dollar Ordinary Shares

$1.0738

$1.0200

                     - Sterling Ordinary Shares

£1.0440

£1.0030

                     - Sterling C Shares

£1.0237

-




Premium to Net Asset Value - U.S. Dollar Ordinary Shares

7.70%

1.93%

                                                 - Sterling Ordinary Shares

5.38%

0.78%

                                                 - Sterling C Shares

4.79%

-




 

 

 

 

 

Directors, Managers and Advisers

 

Directors

 

William Frewen (Chairman)

Sandra Platts

Richard Battey

 

All c/o the Company's registered office.

 

Registered Office

 

BNP Paribas House

1 St. Julian's Avenue

St. Peter Port

Guernsey

GY1 1WA

 

Designated Manager, Administrator, Custodian and Company Secretary

 

BNP Paribas Securities Services S.C.A., Guernsey Branch (formerly known as BNP Paribas Fund Services (Guernsey) Limited)BNP Paribas House

1 St. Julian's Avenue

St. Peter Port

Guernsey

GY1 1WA

 

Registrar

 

 

Capita Registrars (Guernsey) Limited

Mont Crevelt House

Bulwer Avenue

St. Sampson

Guernsey

GY2 4LH

Investment Manager

 

Neuberger Berman Europe Limited

4th Floor, 57 Berkeley Square

London

United Kingdom

W1J 6ER

 

Sub-Investment Manager

 

Neuberger Berman Fixed Income LLC

190 S LaSalle Street

Chicago IL 60603

United States of America

 

Joint Broker

 

Oriel Securities Limited

150 Cheapside

London

United Kingdom

EC2V 6ET

 

Joint Broker

 

Dexion Capital plc

1 Tudor Street

London

United Kingdom

EC4Y 0AH

Solicitors to the Company (as to English law and U.S. securities law)

 

Herbert Smith Freehills LLP
Exchange House
Primrose Street
London

United Kingdom

EC2A 2HS

Advocates to the Company (as to Guernsey law)

 

Carey Olsen

PO Box 98

Carey House

Les Banques

St. Peter Port

Guernsey

GY1 4BZ

 

Independent Auditors

 

PricewaterhouseCoopers CI LLP

Royal Bank Place

1 Glategny Esplanade

St. Peter Port

Guernsey

GY1 4ND

 

Principal Bankers

 

BNP Paribas Securities Services S.C.A., Guernsey Branch

BNP Paribas House

1 St. Julian's Avenue

St. Peter Port

Guernsey

GY1 1WA

 

 

 

 

 

 

 

Chairman's Statement

Dear Shareholder,

 

I am delighted to present the Interim Report of NB Global Floating Rate Income Fund Limited (the "Company") for the period 1 January 2013 to 30 June 2013.

 

Portfolio and Company performance

 

The Board remains pleased with the continued progress that the Company is making and the strategy that is being applied by the Investment Manager.

 

We were very pleased to announce a C share offering earlier this year which closed on 21 March raising additional capital of £363m (approximately $550m), far in excess of the original £100m target. The Investment Manager deployed the proceeds in line with the prescribed timeline and the Sterling C Shares were merged with the Sterling Ordinary Shares on 16 July 2013. Following further investor demand, the Company issued 41,054,257 Sterling Ordinary Shares and 5,761,807 U.S Dollar Ordinary Shares on 25 July 2013, raising an additional £45.3m (approximately $70m).

 

As at 30 June 2013, the portfolio was fully invested, with the Investment Manager continuing to position the portfolio with a bias to the US. As at 30 June 2013, 90.88% of the Company was invested in U.S Dollar denominated assets, with 6.63% invested in Euro denominated assets, 2.77% in Sterling denominated assets and (0.28%) in cash.

 

The portfolio also remains well diversified with 176 holdings at 30 June 2013 across 136 issuers in 32 different sectors, with the majority being of Ba and B credit quality.

 

Between 31 December 2012 and 30 June 2013, the Company's NAV per share declined by 0.37% and 0.45% for the U.S. Dollar Ordinary Shares and Sterling Ordinary Shares respectively and 0.32% for the Sterling C Shares between 26 March 2013 to 30 June 2013. The NAV return plus dividends declared in the period was 4.66% and 4.74% for the U.S. Dollar Ordinary Shares and Sterling Ordinary Shares respectively and 0.56% for the Sterling C Shares. As at 30 June 2013, the share price was trading at a premium of 7.70% for the U.S Dollar Ordinary Shares, 5.38% for the Sterling Ordinary Shares and 4.79% for the Sterling C Shares. I am pleased to report that the share price has continued to trade at a premium to NAV for a large majority of the period.

 

As at the end of the reporting period the dividend yields were was 4.81% for the U.S Dollar Ordinary Shares and 4.84% for the Sterling Ordinary Shares, which continue to be within the target range.

 

Looking to the remainder of 2013, your Board continues to be satisfied with the portfolio's performance to date. The Investment Manager will continue to update you on the Company's progress by way of the monthly fact sheets and quarterly Investment Manager updates.

 

I would like to close by thanking you for your commitment and I look forward to updating you on the Company's progress later on this year.

 

Principal risks and related parties

 

The principal risks and uncertainties of the Company remain unchanged from what was disclosed in the 2012 annual report. The Board's view is that these risks remain appropriate for the remainder of 2013.

 

The Investment Manager's Report details their view on the current investment portfolio and their views on the investment pipeline and the wider developments and challenges in the loan market environment.

 

Note 4 to these Financial Statements discloses the related party transactions for the six months to 30 June 2013 which are unchanged from those reported previously by the Company.

 

___________________________

 

    William Frewen

    Chairman

    14 August 2013

 

Investment Manager's Report

Portfolio Update

 

The Investment Manager remains pleased with the strong performance of NB Global Floating Rate Income Fund Limited (the "Company") for the period 1 January 2013 to 30 June 2013.

 

As a result of continued demand for shares in the Company, the Company returned to the market in March 2013 with a C share issue which raised a further £363m (approximately $550m). The proceeds from this issue were fully invested in line with the prescribed timetable by 30 June 2013 and converted to Sterling Ordinary Shares post the period end, on 16 July 2013. Subsequent to the C share offering, on 22 July 2013 the Company announced that a further £45.3m (approximately $70m) had been raised via a 'Tap issue', these shares were admitted to trading on the London Stock Exchange on 25 July 2013.

 

As at 30 June 2013 the Ordinary share portfolio was fully invested with 176 investments across 136 issuers. Industry diversification remains strong with 32 sectors represented, with no single one sector representing more than 12% of the Ordinary share portfolio. The credit quality of the portfolio remains in line with our expectations, with 35.96% being invested in Ba rated investments, and 58.51% in B rated investments. The C share portfolio held 154 investments across 129 issuers and 32 sectors, with no one sector representing more than 9% of the C share portfolio, 37.06% of the portfolio was invested in Ba rated investments, and 56.30% in B rated investments. The portfolio was well diversified and was merged seamlessly with the Ordinary share portfolio during July 2013.

 

We continue to position the Company to have a bias towards the US, reflecting our more positive views on the US economy where we expect modest economic growth and below trend default rates over the next 12-24 months. However, we did continue to invest selectively in European primary issuance where the credit metrics mirror those of the US counterparts e.g. Douwe Egberts Master Blenders and Oxea, and our exposure to Europe has increased to 12.87% of NAV from 9.38% as at 31 December 2012. Our rating split is consistent with our historical trends and we remain overweight single B names. We continued to see some relative value opportunities in secured fixed rate bonds, particularly over the six weeks to 30 June 2013 where we selectively added names such as Ista, Reynolds Group, HCA and First Data all at prices some five points below where they were trading in early May. As such our fixed rate exposure has increased to 12.7% of NAV versus 6.5% as at 31 December 2012.

 

Between 31 December 2012 and 30 June 2013, the Company's NAV per share declined by 0.37% and 0.45% for the U.S. Dollar Ordinary Shares and Sterling Ordinary Shares respectively and 0.32% for the Sterling C Shares in March 2013 between 26 March 2013 to 30 June 2013. The NAV return plus dividends declared in the period was 4.66% and 4.74% for the U.S. Dollar Ordinary Shares and Sterling Ordinary Shares respectively and 0.56% for the Sterling C Shares. As at 30 June 2013, the share price was trading at a premium of 7.70% for the U.S. Dollar Ordinary Shares, 5.38% for the Sterling Ordinary Shares, and 4.79% for the Sterling C Shares.

 

During the period, the Company declared two dividends for the Ordinary Shares, which were paid in February and May. Post the period end the Company declared a further dividend for the Ordinary Shares which will be paid to investors on 16 August 2013, and a dividend for the Sterling C Shares which was paid on 26 July 2013.

 

As at the end of the period, the dividend yields were 4.81% and 4.84% for the U.S. Dollar Ordinary Shares and Sterling Ordinary Shares respectively, which are within the Company's 5% target range. The Company's expectation is that, if market conditions and interest rates remain at their current levels, the annualised dividend yield should remain constant.

 

You will note that within the statement of operations under 'Net change in unrealised (depreciation) / appreciation on derivatives' that there is a loss on this position, we would like to highlight that this is as a result of share class hedging and is not as a result of investments held within the portfolio.

 

Market Environment

 

After a very strong start to the year, we began to see some volatility in May in the broader credit markets, primarily driven by the concerns that the Federal Reserve may taper/withdraw Quantitative Easing. While the loan market was more resilient than other fixed income sectors, many of which experienced 3-5% losses, we did see the year-to-date return on the US S&P/LSTA Leveraged Loan Index reduce from 3.23% as at 22 May to 2.28% by the end of June. May did produce a positive return, but in June the Index suffered a 0.59% loss which was the first monthly fall since May 2012. A similar theme was seen in Europe where the S&P European Leveraged Loan Index year-to-date return fell from 3.27% to 2.78% over the same period, with a drop of 0.39% seen in June, the first negative return for 18 months. Despite the decline in both the US and Europe, loans have been the best performing fixed income asset class year to date. The loan market decline was caused by developments in the high yield market. Whilst historically high yield has been resilient to moves in Treasuries, we saw underlying nervousness from retail investors with the resulting outflows causing a 200bp widening in yields from 5% to 7%. These redemption notices triggered a selling of bank loans by high yield bond managers. Despite the volatility, flows into loans remained robust and came from the usual sources e.g. US CLOs and mutual funds brought in a combined $76bn as at the end of June. A handful of European CLOs have also printed this year; seven in total for €2.4bn.

 

The positive side of the volatility is that some of the more aggressive repricing/dividend recapitalisation transactions that were in the market were pulled and spreads on recent new issues have widened by 50-100bp from early May lows. The year-to-date issuance numbers remain strong and in the US we have seen some $267bn ($120bn in Q2) of institutional loans launched versus $120bn for the comparable period last year. Whilst the majority of these were repricing/refinancing transactions we did start to see some M&A related issuance which has helped grow the US market to just under $600bn, up almost $50bn on the 2012 year end and in line with its record level. We have also seen $36bn (YTD 2012 $39bn) of senior secured bonds and, in Europe, €23bn (€8bn) of institutional loans have been originated with €20bn (€7bn) of senior secured bonds.

 

Outlook

 

We remain positive on issuer fundamentals and, as such, we remain comfortable with the current portfolio construction, particularly our continued overweight to single B names, and our allocations should remain reasonably constant for the next 6-12 months. We still think loans offer an attractive combination of current yield and short duration and therefore believe that demand for the asset class will continue. In the short term the loan market will likely take its lead from the high yield market. Despite recent turbulence, our full year return forecast of 5-6% remains intact.

 

 

Neuberger Berman Europe Limited

August 2013

 

 

Board of Directors

 

 

 

Directors

 

The Board is comprised of three independent non-executive Directors including the Chairman William Frewen. The biographical details of the Directors holding office at the date of this report are listed below and demonstrate a breadth of investment, accounting and professional experience. The performance of the Company is considered in detail at each board meeting.  The Board is considered independent of the Investment Manager. The Board meets at least four times each year and deals with the important aspects of the Company's affairs, including the setting and monitoring of the investment strategy and the review of investment performance. 

The Directors were all appointed on 10 March 2011. William Frewen was re-elected as Chairman and Richard Battey and Sandra Platts were re-elected as Directors at the Annual General Meeting held on 19 June 2013.

The Directors' details are as follows:

William Frewen (Chairman)

William Frewen is a resident of the United Kingdom and has extensive experience in the fixed income sector. William worked in a number of roles at Chemical Bank, Credit Suisse First Boston Limited and HSBC Bank plc from 1984 to 1998 before becoming head of Fixed Income Trading and deputy head of Capital Markets at Nomura International plc from 1998 to 2001. He served as the non-executive Chairman of Playgolf Holdings plc from 2004 to 2007, a company that was admitted to AIM in 2004 under his chairmanship. William also acted as a consultant to Man Group plc from 2005 to 2006 before becoming an executive member of the board and head of Fixed Income at Threadneedle Asset Management from 2007 to 2010.

 

Richard Battey (Chairman of the Audit Committee)

Richard Battey is a resident of Guernsey and is a non-executive director and Chairman of the Audit Committee of AcenciA Debt Strategies Limited, Better Capital PCC Limited, Juridica Investments Limited, Princess Private Equity Holding Limited and Prospect Japan Fund Limited. He is a non- executive director of Pershing Square Holdings Limited. He is a Fellow of the Institute of Chartered Accountants in England and Wales having qualified with Baker Sutton & Co. in London in 1977. Richard has been a non-executive director of a number of investment companies and funds since leaving CanArgo Energy Corporation in 2006 where he was Chief Financial Officer. Prior to that role, he spent 27 years with the Schroder Group. Richard was a director of Schroders (C.I.) Limited in Guernsey from April 1994 to December 2004 where he served as Finance Director and Chief Operating Officer. He was a director of a number of the Schroder Group's Guernsey companies covering banking, investment management, trusts, insurance and private equity administration, retiring from his last Schroder directorship in December 2008.

 

Sandra Platts (Chairman of the Management Engagement Committee and the Remuneration and Nomination Committee)

Sandra Platts is a resident of Guernsey and is a non-executive director of Investec Bank (C.I.) Ltd and Starwood European Finance Partners Ltd. Sandra was Managing Director of Kleinwort Benson in Guernsey and Chief Operating Officer for Kleinwort Benson Private Banking Group (UK and Channel Islands).  She also held directorships of the Kleinwort Benson Trust Company and Operating Boards, retiring from Kleinwort Benson boards in 2010. Sandra holds a Masters in Business Administration and The Certificate in Company Direction from the Institute of Directors.

 

Directors' Responsibility Statement

 

We confirm that to the best of our knowledge:

The unaudited Consolidated Financial Statements, which have been prepared in conformity with US GAAP and the Financial Accounting Standards Board Accounting Standards Codification 270, "Interim Reporting", gives a true and fair view of the assets, liabilities, financial position and profits/(losses) of the Company, as required by DTR 4.2.4R.

The combination of the Chairman's Statement and the Investment Manager's report meet the requirements of an Interim Management Report, and include a fair view of the information required by;

1.   DTR 4.2.7R of the Disclosure and Transparency Rules, of the UK's Financial Conduct Authority (previously Financial Services Authority), being an indication of important events that have occurred during the first six months of the year and their impact on the set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

2.   DTR 4.2.8R of the Disclosure and Transparency Rules, of the UK's Financial Conduct Authority, being related party transactions that have taken place in the first six months of the current year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.

Signed on behalf of the Board of Directors on 14 August 2013.

By order of the Board

William Frewen                                      Richard Battey

Director                                                              Director

14 August 2013                                        14 August 2013

Independent Review Report

 

Independent review report to NB Global Floating Rate Income Fund Limited

 

Introduction

We been engaged by the Company to review the interim financial statements in the half-yearly financial report for the six months ended 30 June 2013, which comprises the consolidated statement of assets and liabilities and the consolidated schedule of investments as at 30 June 2013 and the consolidated statement of operations, consolidated statement of changes in net assets and the consolidated statement of cash flows for the period then ended and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

 

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America. The interim financial statements included in this half-yearly financial report have been prepared in accordance with the Financial Accounting Standards Board Accounting Standards Codification 270, "Interim Reporting".

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the interim financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

 

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the International Auditing and Assurance Standards Board. 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 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.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements in the half-yearly financial report for the six months ended 30 June 2013 are not prepared, in all material respects, in accordance with the Financial Accounting Standards Board Accounting Standards Codification 270, "Interim Reporting" and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

 

 

PricewaterhouseCoopers CI LLP
Chartered Accountants

Guernsey, Channel Islands
14 August 2013

(a)The maintenance and integrity of the Company's website is the responsibility of the directors; the work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the half-yearly financial report since it was initially presented on the website.

 

(b) Legislation in Guernsey governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions.

 

Unaudited Consolidated Statement of Assets and Liabilities

 

30 June 2013 and 31 December 2012

 (Expressed in U.S. Dollars)



 

Notes

30 June 2013

31 December 2012

Assets



$

$

Investments, at fair value (2013: cost of $1,231,797,169; 2012: $708,938,484)


5

1,223,791,267

714,890,852






Cash and cash equivalents:





- Sterling



2,537,190

1,643,656

- Euro



19,401,743

2,562,521

- U.S. Dollar



34,197,129

16,260,995

Total cash and cash equivalents



56,136,062

20,467,172




1,279,927,329

735,358,024

Other assets:





Receivables for investments sold



56,259,858

62,551,644

Derivative assets (for hedging purposes only)


5

-

5,329,658

Interest receivables



7,867,371

5,001,773

Other receivables and prepayments



77,501

74,973




64,204,730

72,958,048

Total assets



1,344,132,059

808,316,072






Liabilities





Payables for investments purchased



119,143,663

80,395,387

Payables to Investment Manager and affiliates



2,326,141

1,376,082

Accrued expenses and other liabilities



556,800

485,300

Derivative liabilities (for hedging purposes only)


5

3,484,602

-

Total liabilities



125,511,206

82,256,769






Total assets less liabilities



1,218,620,853

726,059,303






Share capital


9

1,241,480,652

699,946,899

Accumulated (deficit) / profit



(22,859,799)

26,112,404

Total net assets



1,218,620,853

726,059,303

 

30 June 2013


Net Asset Value

Number of Shares

NAV per Share

U.S. Dollar shareholding





          - Ordinary Shares


$57,444,603

57,618,074

$0.9970

          - C Shares


-

-

-

Sterling shareholding





          - Ordinary Shares


£410,404,170

414,271,451

£0.9907

          - C Shares


£355,167,508

363,549,886

£0.9769

Sterling shareholding (in USD)





          - Ordinary Shares


$622,478,063

414,271,451

$1.5026

          - C Shares


$538,698,187

363,549,886

$1.4818

 

The unaudited consolidated financial statements were approved and authorised for issue by the Board of Directors on 14 August 2013, and signed on its behalf by:

_________________________                                                           _________________________

Sandra Platts                                                                                   Richard Battey

Director                                                                                                        Director

 

The accompanying notes are an integral part of the unaudited consolidated financial statements

Unaudited Consolidated  Condensed Schedule of Investments

 

30 June 2013 and 31 December 2012

(Expressed in U.S. Dollars)

 

30 June 2013

Cost

Fair Value

Fair Value as % of Net Assets


$

$


Portfolio of investments








Financial investments




Floating rate senior secured loans

1,101,505,692

1,094,722,640

89.83

Fixed rate bonds

128,656,290

127,453,564

10.46

   Floating rate bonds

1,635,187

1,615,063

0.13

Total financial investments

1,231,797,169

1,223,791,267

100.42





Total portfolio of investments

1,231,797,169

1,223,791,267

100.42

Forwards




Euro to U.S. Dollar


811,415

0.07

Sterling to U.S. Dollar


406,054

0.03

U.S. Dollar to Euro


(7,552)

(0.01)

U.S. Dollar to Sterling


(4,486,384)

(0.37)

   Euro to Sterling


(208,135)

(0.02)



(3,484,602)

(0.30)

 

 

30 June 2013


Cost

Fair Value

Fair Value as % of Net Assets



$

$


Geographic diversity of investment portfolio





North America


1,061,492,802

1,057,300,875

86.76

Australia / Oceania


8,335,747

8,301,917

0.68

Europe


161,968,620

158,188,475

12.98


 

 

 

1,231,797,169

 

1,223,791,267

 

100.42






 

 

The accompanying notes are an integral part of the unaudited consolidated financial statements

 

Unaudited Consolidated Condensed Schedule of Investments

30 June 2013 and 31 December 2012

(Expressed in U.S. Dollars)

 

31 December 2012

Cost

Fair Value

Fair Value as % of Net Assets


$

$


Portfolio of investments








Financial investments




Floating rate senior secured loans

659,627,497

664,324,754

91.50

Fixed rate bonds

45,931,562

46,995,298

6.47

   Floating rate bonds

3,379,425

3,570,800

0.49

Total financial investments

708,938,484

714,890,852

98.46





Total portfolio of investments

708,938,484

714,890,852

98.46

Forwards




Euro to U.S. Dollar


(388,400)

(0.05)

Sterling to U.S. Dollar


(248,055)

(0.03)

U.S. Dollar to Euro


(30,297)

(0.01)

U.S. Dollar to Sterling


5,996,410

0.83



5,329,658

0.74

 

 

31 December 2012


Cost

Fair Value

Fair Value as % of Net Assets



$

$


Geographic diversity of investment portfolio





North America


634,126,804

 

640,988,995

88.28

Australia / Oceania


5,670,552

5,771,607

0.80

Europe


69,141,128

68,130,250

9.38


 

 

708,938,484

714,890,852

98.46






 

 

The accompanying notes are an integral part of the unaudited consolidated financial statements

 

 

Unaudited Consolidated Condensed Schedule of Investments

 

30 June 2013 and 31 December 2012

(Expressed in U.S. Dollars)


30 June 2013

31 December 2012

Industry diversity of Investment Portfolio

Cost ($)

Fair Value ($)

Cost ($)

Fair Value ($)

Aerospace & Defence

9,272,164

9,248,447

1,608,755

1,614,611

Air Transport

23,764,897

23,825,410

5,092,865

5,313,261

All Telecom

69,252,195

68,858,194

22,677,447

22,788,358

Automotive

35,250,752

35,637,468

24,201,281

24,508,115

Beverage and Tobacco

24,503,856

24,146,004

-

-

Building & Development

30,944,688

31,114,887

18,760,568

19,244,148

Business Equipment & Services

101,603,356

101,573,055

72,181,182

72,962,169

Cable & Satellite Television

62,980,809

61,719,945

12,385,734

12,673,175

Chemicals & Plastics

64,353,270

63,710,043

38,945,894

38,901,115

Clothing/Textiles

-

-

5,452,600

5,505,866

Conglomerates

2,559,096

2,518,842

6,599,470

6,698,225

Containers & Glass Products

41,916,102

41,869,660

18,975,824

19,239,258

Cosmetics/Toiletries

3,567,515

3,584,568

4,566,605

4,666,309

Drugs

8,869,263

8,792,835

6,876,198

6,947,030

Ecological Services & Equipment

9,452,590

9,356,027

8,156,480

8,190,196

Electronics/Electrical

69,663,820

69,267,454

53,717,794

54,572,052

Equipment Leasing

16,108,345

16,168,416

12,450,867

12,628,659

Financial Intermediaries

99,195,878

99,023,564

69,967,535

71,198,868

Food Products

27,589,435

27,585,821

11,688,166

11,919,587

Food Service

26,622,912

26,466,651

8,389,202

8,452,870

Food/Drug Retailers

9,100,718

8,971,785

5,163,066

5,305,098

Health Care

87,325,544

86,821,754

73,059,355

74,489,784

Home Furnishings

9,335,044

9,307,031

5,244,836

5,302,397

Industrial Equipment

41,181,058

41,132,573

25,719,085

26,047,835

Insurance

4,784,991

4,785,000

1,674,107

1,701,505

Leisure Goods/Activities/Movies

25,095,211

25,044,740

12,210,086

12,324,762

Lodging & Casinos

100,922,765

100,288,674

44,476,664

44,793,941

Nonferrous Metals/Minerals

26,836,518

26,593,909

14,384,410

14,559,212

Oil & Gas

30,998,468

30,702,562

11,026,027

11,093,011

Publishing

8,096,983

7,426,778

21,103,330

20,149,243

Radio & Television

49,769,515

49,631,824

26,807,241

27,196,719

Retailers (except food & drug)

68,206,992

66,228,754

45,862,830

45,118,716

Steel

5,320,972

5,367,585

5,066,601

5,173,654

Surface Transport

4,115,839

4,055,000

-

-

Utilities

33,235,608

32,966,007

14,446,379

13,611,103


1,231,797,169

1,223,791,267

708,938,484

714,890,852

 

The Company does not have any investments with a holding greater than 5% of the Net Asset Value as at 30 June 2013 or 31 December 2012.

 

The accompanying notes are an integral part of the unaudited consolidated financial statements          

 

Unaudited Consolidated Statement of Operations

 

(Expressed in U.S. Dollars)

 


1 January 2013 to 30 June 2013 (Unaudited)

1 January 2012 to 31 December 2012  (Audited)





$

$

Income



Interest income (net of withholding taxes, 2013: $34,706; 2012: $170,502)

 

21,482,785

40,156,171

Other income from investments

1,943,839

3,317,236


23,426,624

43,473,407




Expenses



Investment management and services

3,637,783

5,155,590

Administration and professional fees

953,832

1,704,012

Directors' fees and travel expenses

70,423

142,418

Total expenses

4,662,038

7,002,020




Net investment income

18,764,586

36,471,387




Realised and unrealised gains and losses



        Net realised gain on investments

3,049,367

3,334,624

        Net realised (loss) / gain on derivatives

(32,177,106)

22,076,850

Total net realised (loss) / gain

(29,127,739)

25,411,474




        Net change in unrealised (depreciation) / appreciation

        on investments

 

(13,958,270)

28,834,061

        Net change in unrealised (depreciation) / appreciation

        on derivatives

 

(8,814,260)

5,888,687

Total net unrealised (depreciation) / appreciation

(22,772,530)

34,722,748




        Realised gain / (loss) on foreign currency

900,684

(2,197,937)







Net realised and unrealised  (losses) / gains

(50,999,585)

57,936,285




Net (decrease) / increase in net assets resulting from operations

(32,234,999)

94,407,672

 

 

The accompanying notes are an integral part of the unaudited consolidated financial statements

 

 

Unaudited Consolidated Statement of Changes in Net Assets

 

 (Expressed in U.S. Dollars)

 

30 June 2013 (Unaudited)



C share ($)

Ordinary share ($)

Total ($)






Net assets as at 1 January 2013


-

726,059,303

726,059,303






Issuance of shares (net of issuance costs of £7,270,998 (approximately $11,018,535))


540,126,066

-

540,126,066

Scrip issue


-

1,407,687

1,407,687

Dividends


-

(16,737,204)

(16,737,204)

Net decrease in net assets resulting from operations


 

(1,427,879)

 

(30,807,120)

 

(32,234,999)






Net assets as at 30 June 2013


538,698,187

679,922,666

1,218,620,853

 

31 December 2012 (Audited)



C share ($)

Ordinary share ($)

Total ($)






Net assets as at 1 January 2012


183,998,928

477,744,646

661,743,574






Scrip issue


-

3,370,313

3,370,313






Conversion of C Shares into Ordinary Shares


(183,480,114)

183,480,114

-

Dividends


(518,814)

(32,943,442)

(33,462,256)

Net increase in net assets resulting from operations


-

94,407,672

94,407,672






Net assets as at 31 December 2012


-

726,059,303

726,059,303

 

 

The accompanying notes are an integral part of the unaudited consolidated financial statements

 

 

Unaudited Consolidated Statement of Cash Flows

 

(Expressed in U.S. Dollars)

 


1 January 2013 to 30 June 2013 (Unaudited)

1 January 2012 to 31 December 2012 (Audited)


$

$

Cash flows from operating activities:



Net (decrease) / increase in net assets resulting from operations

(32,234,999)

94,407,672

Adjustment to reconcile net decrease in net assets resulting from operations:



Net realised gain on investments

(3,049,367)

(3,334,624)

Net change in unrealised depreciation / (appreciation) on investments and derivatives

 

22,772,530

(34,722,748)

Changes in receivables for investments sold

6,291,786

(42,279,576)

Changes in interest receivables

(2,865,598)

(1,651,872)

Changes in other receivables and prepayments

(2,528)

41,137

Realised gains on forwards

-

(359,270)

Changes in payables for investments purchased

38,748,276

9,777,383

Changes in payables to Investment Manager and affiliates

950,059

46,707

Changes in accrued expenses and other liabilities

71,500

59,633

Purchase of investments

(1,033,235,526)

(885,801,118)

Sale of investments

513,426,208

850,058,060

Net cash used in operating activities

(489,127,659)

(13,758,616)







Cash flows from financing activities:



Issue of C Shares (net of issuance costs of £7,270,998 (approximately $11,018,535))

540,126,066

-

Dividends paid (net of Scrip issue)

(15,329,517)

(30,091,943)




Net cash provided / (used) by financing activities

524,796,549

(30,091,943)




Net increase / (decrease) in cash and cash equivalents

35,668,890

(43,850,559)




Cash and cash equivalents at beginning of the period / year

20,467,172

64,317,731




Cash and cash equivalents at end of the period / year

56,136,062

20,467,172




 

 


The accompanying notes are an integral part of the unaudited consolidated financial statements

  

Notes to the Unaudited Consolidated Financial Statements 


 

Note 1 - Description of Business

 

NB Global Floating Rate Income Fund Limited (the "Company") is a Guernsey Registered Closed-ended Collective Investment Scheme registered and incorporated in Guernsey under The Companies (Guernsey) Law, 2008 (as amended), on 10 March 2011, with registration number 53155. The Company's shares were admitted to trading on the Main Market of the London Stock Exchange on 20 April 2011.

 

The Initial Public Offering of the Company took place on 15 April 2011, raising gross proceeds of approximately $507.3 million. On 30 September 2011, the Company raised an additional $187 million by means of a Placing and Offer for Subscription of C Shares. On 21 March 2013, the Company raised an additional $550 million by means of a Placing and Offer for Subscription of C Shares.

 

The Company's investment objective is to provide its shareholders with regular dividends, at levels that are sustainable, whilst preserving the capital value of its investment portfolio, utilising the investment skills of the Investment Manager, Neuberger Berman Europe Limited and the Sub-Investment Manager, Neuberger Berman Fixed Income LLC. To pursue its investment objective, the Company will invest mainly in floating rate senior secured loans issued in U.S. Dollars and Sterling by primarily North American and European Union corporations, partnerships and other business issuers. These loans will, at the time of investment, often be non-investment grade.

 

For the purposes of efficient portfolio management, the Company has established a wholly-owned Luxembourg incorporated subsidiary, NB Global Floating Rate Income Fund (Lux) 1 S.à.r.l. which in turn holds a wholly-owned subsidiary, NB Global Floating Rate Income Fund (Lux) 2 S.à.r.l. All references to the Company in this document refer to the Company and its wholly owned Luxembourg subsidiaries.

 

The Company's share capital is denominated in U.S. Dollars and Sterling and consists of U.S. Dollar Ordinary Shares, Sterling Ordinary Shares and Sterling C Shares at 30 June 2013.

 

Note 2 - Summary of Significant Accounting Policies

 

Basis of preparation

 

The accompanying unaudited consolidated financial statements have been presented on the accrual basis of accounting in conformity with United States generally accepted accounting principles (US GAAP). Management believes that the underlying assumptions are appropriate and that the Company's consolidated financial statements therefore present a true and fair financial position.

 

Going concern refers to the assumption that the Company has the resources to continue operation in the foreseeable future. After analysing the following, the Directors believe that it is appropriate to adopt the going concern basis in preparing these consolidated financial statements:

 

1. Working capital - Working capital was impacted by the significant number of purchases following the successful issue of the Sterling C Shares that resulted in an increase in trade payables. The Directors noted that as at 30 June 2013 (i) the gross investment income for the period from 1 January 2013 to 30 June 2013 was approximately $23m and (ii) the Company had no borrowings, as such it has sufficient capital in hand to cover all expenses (which mainly consist of Investment Manager's fees, Administration fees and Professional fees) and to meet all of its obligations as they fall due.

 

2. Closed-ended Company - The Company has been registered with the Guernsey Financial Services Commission as a Registered Closed-ended Collective Investment Scheme, as such there cannot be any shareholder redemptions, and therefore no cash flows out of the Company in this respect. The Directors noted that on 22 July 2013 the Company raised £45.3m (approximately $70m) via a Tap issue.

 

3. Investments - The Company has a tradable portfolio, therefore the investments can be sold for cash.

 

Based on the above assessments, the Directors are confident that the Company is able to meet its liabilities as they fall due, as it has adequate cash resources to continue in operational existence for the foreseeable future.

 

Basis of consolidation

 

The unaudited consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary undertakings as at 30 June 2013. The Company and all its wholly owned subsidiaries have United States Dollars as their functional currencies. The results of the subsidiary undertakings are included in the Unaudited Consolidated Statement of Operations. 

 

All intra-group balances, transactions, income and expenses are eliminated in full.

 

Use of estimates

 

The preparation of unaudited consolidated financial statements in conformity with US GAAP requires that the Directors make estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Such estimates and associated assumptions are generally based on historical experience and various other factors that are believed to be reasonable under the circumstances, and form the basis of making the judgments about attributing values of assets and liabilities that are not readily apparent from other sources.  Actual results may vary from such accounting estimates in amounts that may have a material impact on the financial information of the Company.

 

Revenue recognition

 

Interest earned on debt instruments is accounted for net of applicable withholding taxes and it is recognised as income over the terms of the loans.  Discounts received or premiums paid in connection with the acquisition of loans are amortised into interest income using the effective interest method over the contractual life of the related loan. If a loan pays off prior to maturity, the recognition of the fees and costs is accelerated as appropriate.  The Company raises a provision when the collection of principal or interest is deemed doubtful. 

 

Cash and cash equivalents

 

The Company's cash and cash equivalents comprise cash in hand and demand deposits and highly liquid investments with original maturities of less than 90 days that are both readily convertible to known amounts of cash and so near maturity that they represent insignificant risk of changes in value.

 

New accounting pronouncements

 

In December 2011, the Financial Accounting Standards Board (the "FASB") issued Accounting

Standards Update 2011-11, Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). The disclosure requirements are intended to help investors and other financial statement users better assess the effect or potential effect of offsetting arrangements on a company's financial position. They also improve transparency in the reporting of how companies mitigate credit risk, including disclosure of related collateral pledged or received. In addition, ASU 2011- 11 facilitates comparison between those entities that prepare their financial statement on the basis of US GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards ("IFRS"). ASU 2011-11 requires entities to: disclose both gross and net information about both instruments and transactions eligible for offset in the financial statements; and disclose instruments and transactions subject to an agreement similar to a master netting agreement.

 

In January 2013, FASB issued Accounting Standard Update 2013-01, Balance Sheet (Topic 210), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies that the

scope of ASU 2011-11 applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement.

 

The provisions of ASU 2011-11 and ASU 2013-01 are effective for annual reporting periods beginning on or after 1 January 2013.

 

Note 5 details the gross and net derivative asset and liability position by contract type and the amount for those derivative contracts for which netting is permissible under U.S. GAAP.

 

The derivative assets and liabilities have been netted where an enforceable master netting arrangement is in place.

 

Valuation of investments

 

The Company carries investments on its Unaudited Consolidated Statement of Assets and Liabilities at fair value in accordance with US GAAP, with changes in fair value recognised within the Unaudited Consolidated Statement of Operations in each reporting period.  Quoted investments are valued according to their bid price as at the close of the relevant reporting date.  Investments in private securities are priced at the bid price using a pricing service for private loans.  Asset backed securities are valued according to their bid price.  If a price cannot be ascertained from the above sources, the Company will seek bid prices from third party broker/dealer quotes for the investments.  The Investment Manager believes that bid price is the best estimate of fair value and is in line with the valuation policy adopted by the Company.

 

In cases where no third party price is available, or where the Investment Manager determines that the provided price is not an accurate representation of the fair value of the investment, the Sub-Investment Manager determines the valuation based on the Sub-Investment Manager's fair valuation policy.

 

The overall criterion for fair value is a price at which the majority of the securities involved would change hands in a transaction between a willing buyer and a willing seller, neither being under compulsion to buy or sell and both having the same knowledge of the relevant facts.

Consistent with the above criterion, the following criteria is considered when applicable:

·      Valuation of other securities by the same issuer for which market quotations are available;

·      Reasons for absence of market quotations;

·      The soundness of the security, its interest yield, the date of maturity, the credit standing of the issuer and the current general interest rates;

·      Recent sales prices and/or bid and ask quotations for the security;

·      Value of similar securities of issuers in the same or similar industries for which market quotations are available;

·      Economic outlook of the industry;

·      Issuer's position in the industry;

·      The financial information of the issuer; and

·      The nature and duration of any restriction on disposition of the security.

 

Derivative financial instruments

 

The Company may, from time to time, hold derivative financial instruments for the purposes of hedging foreign currency exposure. These derivatives are measured at fair value in accordance with US GAAP, with changes in fair value recognised within the Unaudited Consolidated Statement of Operations in each reporting period. 

 

Depending on the product and the terms of the transaction, the fair value of the over the counter (OTC) derivative products, such as foreign exchange contracts, can be modelled taking into account the counterparties' creditworthiness and using a series of techniques, including simulation models.  Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgements and the pricing inputs are observed from actively quoted markets.  The forward exchange contracts valued by the Company using pricing models fall into this category and are categorized within level 2 of the fair value hierarchy.

 

As shares are denominated in U.S. Dollars and Sterling and investments are denominated in U.S. Dollars, Euro or Sterling, holders of any class of Shares are subject to foreign currency fluctuations between the currency in which such Shares are denominated and the currency of the investments made by the Company.  Consequently, the Investment Manager seeks to engage in currency hedging between the U.S. Dollars and any other currency in which the assets of the Company or a class of Shares is denominated, subject to suitable hedging contracts such as forward currency exchange contracts being available in a timely manner and on terms acceptable to the Investment Manager, in their sole and absolute discretion. 

 

Realised gains and losses on investments

 

All investment transactions are recorded on a trade date basis.  Upon sale or maturity, the difference between the consideration received and the cost of the investment is recognised as a realised gain or loss.  The cost is determined based on the average cost method.

 

Operating expenses

 

Operating expenses are recognised on an accruals basis.  Operating expenses include amounts directly or indirectly incurred by the Company as part of its operations.

 

Issuance cost

 

In line with the Prospectus, the expenses incurred for the initial placing were borne by the Company up to a maximum of 2% of the Gross Issue Proceeds. These expenses include placing fees and commissions; registration, listing and admission fees; the cost of settlement and escrow arrangements; printing, advertising and distribution costs; legal fees, and any other applicable expenses incurred in connection with the offering of shares.

 

All such expenses are charged to capital, reducing the issue proceeds received.

 

Currency translation

 

Monetary assets and liabilities denominated in a currency other than U.S. Dollars are translated into U.S. Dollar equivalents using spot rates as at the period end date.  On initial recognition, a foreign currency transaction is recorded and translates at the spot exchange rate at the transaction date.  Non monetary assets and liabilities are translated at the historic exchange rate.  There were no non-monetary assets held during the period. Transactions during the period, including purchases and sales of securities, income and expenses, are translated at the rate of exchange prevailing on the date of the transaction.   The rates of exchange against U.S. Dollars at 30 June 2013 were 1.516744 USD: 1GBP and 1.299850 USD: 1EUR (31 December 2012: 1.625447 USD: 1GBP and 1.38184 USD: 1 EUR).

 

Investment Management Agreement

 

The Board is responsible for managing the business affairs of the Company but has delegated certain functions to the Investment Manager under the Investment Management Agreement dated 18 March 2011.

 

The Investment Manager of the Company is Neuberger Berman Europe Limited (which is a related party) is an indirectly wholly owned subsidiary of NB Group.  The Investment Manager has delegated certain of its responsibilities and functions to the Sub-Investment Manager, Neuberger Berman Fixed Income LLC, also an indirect wholly-owned subsidiary of NB Group.

 

The Investment Manager is responsible for the discretionary management of the assets held in the Company Portfolio and will conduct the day-to-day management of the Company's assets (including un-invested cash).  The Investment Manager is not required to and generally will not submit individual investment decisions for approval by the Board.

 

The Investment Manager is entitled to a management fee, which shall accrue daily, and be payable quarterly in arrears, at a rate of 0.75% per annum of the Company's Net Asset Value.  For the period ended 30 June 2013, the management fee expense was $3,637,783 (31 December 2012: $5,155,590), of which $2,326,141 (31 December 2012: $1,373,082) was unpaid at the period end.

 

The Investment Manager is not entitled to a performance fee.

 

Administration and Custody Agreement

 

The Company has appointed BNP Paribas Securities Services S.C.A., Guernsey Branch (formerly known as BNP Paribas Fund Services (Guernsey) Limited) (which is not a related party) as Administrator, Secretary, Custodian and Designated Manager of the Company pursuant to the Administration and Custody Agreement.  In such capacity, the Administrator is responsible for the day-to-day administration of the Company (including but not limited to the calculation and publications of the estimated daily Net Asset Value),

general secretarial functions (including but not limited to the maintenance of the Company's accounting and statutory records) and certain safekeeping and custody services.  The Administrator is currently entitled to the following fees per annum:

 

On first $100m of the Net Asset Value                                         0.08%

On $100m - $250m of the Net Asset Value                                   0.06%

On $250m - $500m of the Net Asset Value                                   0.03%

Any amount greater than $500m of the Net Asset Value                0.015%

 

The Administrator is entitled to an annual minimum fee of £100,000 (approximately $151,700).

 

The Secretary is entitled to an annual fee of £36,000 (approximately $54,600) plus fees for ad-hoc board meetings and services. The Custodian is entitled to a fee of 0.02% of the Market Value of the portfolio and a fee of 0.045% per annum on the Market Value of the loan assets (which will be adjusted to 0.035% per annum if assets exceeded $500m), with a minimum annual fee of £50,000 (approximately $76,000) in respect of portfolio and loan administration.

 

For the period ended 30 June 2013, the administration fee expense was $255,661(31 December 2012: $245,418), the secretarial fee was $27,141 (31 December 2012: $73,666) and the custodian and loan administration fee expense was $215,308 (31 December 2012: $396,775).  Of these amounts an administration fee of $122,961(31 December 2012: $185,333), a secretarial fee of $13,938 (31 December 2012: $48,683) and a custodian and loan administration fee of $161,338 (31 December 2012: $179,975) were unpaid at the period end.

 

Registrar's Agreement

 

Capita Registrars (Guernsey) Limited (which is not a related party) has been appointed as registrar of the Company. The fee charged at a rate of £2.00 per holder of shares appearing on the registry during the fee year, with a minimum charge per annum of £9,000.

 

Note 4 - Related Party Transactions

 

Directors

 

The Directors are related parties and are remunerated for their services at a fee of £25,000 (approximately $38,000) per annum (£35,000 for the Chairman - approximately $53,000).  In addition, the Chairman of the Audit Committee receives an additional £5,000 (approximately $7,600) for his services in this role.  For the period ended 30 June 2013, the directors' fees and travel expenses amounted to $70,423 (31 December 2012: $142,418). Of these, $43,702 (31 December 2012: $43,940) were unpaid at the period end.

 

The Directors were paid an additional amount of £10,000 (approximately $15,200) each in relation to the C Share issue. These directors' fees were paid from the 2% issue costs.

 

In March 2013, Mr Battey purchased £20,000 (approximately $30,000) worth of C Shares.

 

Neuberger Berman Europe Limited

 

The contract with Neuberger Berman Europe Limited is classified as a related party transaction. 

 

Other than fees payable in the ordinary course of business, there have been no material transactions with related parties, which have affected the financial position or performance of the Company in the financial period.

 

Note 5 - Fair Value of Financial Instruments

 

A financial instrument is defined by ASC 825, Disclosures about Fair Value of Financial Instruments, as cash, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver to or receive cash or another financial instrument from a second entity on potentially favourable terms.  Fair value estimates are made at a discrete point in time, based on relevant market data, information about the financial instruments, and other factors.

 

Fair value was determined using available market information and appropriate valuation methodologies.  Estimates of fair value of financial instruments without quoted market prices are subjective in nature and involve various assumptions and estimates that are matters of judgement. Accordingly, fair values are not necessarily indicative of the amounts realised on disposition of financial instruments.  The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value amounts.

 

The following estimates and assumptions were used at 30 June 2013 to estimate the fair value of each class of financial instruments:

 

-                   Valuation of financial investments - The loans and bonds are valued at bid price. The Investment Manager believes that bid price is the best estimate of fair value and is in line with the valuation policy adopted by the Company.

 

-                   Cash and cash equivalents - The carrying value is a reasonable estimate of fair value due to the short-term nature of these instruments.

 

-                   Receivables for investments sold - The carrying value reasonably approximates fair value as they reflect the value at which investments are sold to a willing buyer and settlement period on their balances is short term.

 

-               Interest receivables - The carrying value reasonably approximates fair value.

 

-              Other receivables and prepayments - The carrying value reasonably approximates fair value.

 

-              Derivatives - the Company estimates fair values of derivatives based on the latest available forward exchange rates.

 

-                   Payables for investments purchased - The carrying value reasonably approximates fair value as they reflect the value at which investments are purchased from a willing seller and settlement period on their balances is short term.

 

-                   Payables to the Investment Manager and affiliates - The carrying value reasonably approximates fair value.

 

-                   Accrued expenses and other liabilities - The carrying value reasonably approximates fair value

 

A fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value is established under FASB ASC Topic 820.  The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).  Accordingly, the fair value hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3).  The levels of the fair value hierarchy under FASB ASC Topic 820-10-35-39 to 55 are as follows:

 

The guidance establishes three levels of the fair value hierarchy as follows:

 

Level 1: price quotations in active markets/exchanges for identical securities;

 

Level 2: other observable inputs (including but not limited to:  quoted prices for similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs); and

 

Level 3: unobservable inputs based on the best information available in the circumstance, to the extent observable inputs are not available (including the Company's own assumption used in determining the fair value of investments).

 

The Company has adopted the authoritative guidance contained in FASB ASC 820-10, Fair Value Measurements and Disclosures, for estimating the fair value of the financial instruments that have calculated Net Asset Value per share in accordance with FASB ASC 946-10.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The following table details the Company's financial instruments that were accounted for at fair value as at 30 June 2013.

 

Financial Instruments at Fair Value as at 30 June 2013

 

Financial investments


Level 1 ($)

Level 2 ($)

Level 3 ($)

Total ($)

Floating rate senior secured loans


-

 

1,094,722,640

 

-

 

1,094,722,640

Fixed rate bonds


-

127,453,564

-

127,453,564

Floating rate bonds


-

1,615,063

-

1,615,063

Total financial investments


-

1,223,791,267

-

1,223,791,267

Financial Assets

No of contracts





Derivatives (for hedging purposes only)

16

-

 

1,272,998

 

-

 

1,272,998

Financial liabilities






Derivatives (for hedging purposes only)

11

-

 

(4,757,600)

 

-

 

(4,757,600)

Total

27

-

(3,484,602)

-

(3,484,602)

 

Financial Instruments at Fair Value as at 31 December 2012

 

Financial investments


Level 1 ($)

Level 2 ($)

Level 3 ($)

Total ($)

Floating rate senior secured loans


-

 

664,324,754

-

 

664,324,754

Fixed rate bonds


-

46,995,298

-

46,995,298

Floating rate bonds


-

3,570,800

-

3,570,800







Total financial investments


-

714,890,852

-

714,890,852

Financial Assets

No of contracts





Derivatives (for hedging purposes only)

7

-

6,004,258

-

6,004,258

Financial liabilities






Derivatives (for hedging purposes only)

4

-

(674,600)

-

(674,600)

Total

11

-

5,329,658

-

5,329,658

 

 

All derivative trades have an enforceable master netting agreement so the net amount based on this is the same as the net amount disclosed in the Unaudited Consolidated Statement of Assets and Liabilities.

 

The following table presents the impact of derivative instruments on the Unaudited Consolidated Statement of Operations in conformity with US GAAP.

Primary underlying risk


For the period ended June 2013



$

Net realised gain / (loss) on derivatives


(34,233,052)

Net change in unrealised depreciation on derivatives


(7,083,622)

5,888,687

Total


 

(41,316,674)

27,965,537

 

The Company presents the gain or loss on derivatives on the consolidated statement of operations.

 

Note 6 - Risks

 

The Company is subject to various risks, including, but not limited to, market risk, foreign exchange risk, credit risk, geographic concentration risk and liquidity risk.  The Investment Manager attempts to monitor and manage these risks on an ongoing basis. 

 

Market Risk and Price Risk

 

Market risk is the potential for changes in the value of investments. Categories of market risk include, but are not limited to interest rate and foreign exchange risk. Interest rate risk primarily results from exposures to changes in the level, slope and curvature of the yield curve, the volatility of interest rates and credit spreads. Investments in senior loans are subject to interest rate risk.

 

Price risk is the risk that the price of the security will fall. The exposure to price risk is managed by the Investment Manager by diversifying the portfolio.

 

Foreign exchange risk

 

Foreign exchange risk arises from various currency exposures, primarily with respect to Sterling investments and share issue proceeds.  The Company makes use of hedging techniques, as part of its risk management strategy, including but not limited to the use of forward exchange contracts to mitigate its exposure to this risk.  These instruments involve market risk, credit risk, or both kinds of risks.  Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

 

The Company may invest in a range of bank debt investments and corporate and other bonds.  Until such investments are sold or are paid in full at maturity, the Company is exposed to credit risk relating to whether the issuer will meet its obligations when the securities come due.

 

The cash and other liquid securities held can subject the Company to a concentration of credit risk.  The Investment Manager attempts to mitigate the credit risk that exists with cash deposits and other liquid securities by regularly monitoring the credit ratings of such financial institutions and at times attempting to hold a significant amount of the Company's cash and cash equivalents in U.S. Treasuries or other highly liquid securities.

 

Credit risk is the risk of losses due to the failure of counterparty to perform according to the terms of a contract. Since the Company does not clear all of its own securities transactions, it has established accounts with other financial institutions for this purpose. This can, and often does, result in a concentration of credit risk with one or more of these institutions. Such risk, however, is partially mitigated by the obligation of certain of these financial institutions to comply with rules and regulations governing financial institutions in countries where they conduct their business activities.

 

These rules and regulations generally require maintenance of minimum net capital and may also require segregation of customers' funds and financial instruments from the holdings of the financial institutions themselves.  The Company actively reviews and attempts to manage exposures to various financial institutions in an attempt to mitigate these risks.

 

Geographic Concentration Risk

 

The Company may invest a relatively large percentage of its assets in issuers located in a single country, a small number of countries, or a particular geographic region. As a result, the Company's performance may be closely aligned with the market, currency or economic, political or regulatory conditions and developments in those countries or that region, and could be more volatile than the performance of more geographically - diversified investments.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations as and when these fall due.  Liquidity risk is managed by the Investment Manager to ensure that the Company maintains sufficient working capital in cash or near cash form so as to be able to meet the Company's ongoing requirements as these are budgeted for.

 

Other Risks

 

Legal, tax and regulatory changes could occur during the term of the Company that may adversely affect the Company.  The regulatory environment for alternative investment vehicles is evolving, and changes in the regulation of alternative investment vehicles may adversely affect the value of investments held by the Company or the ability of the Company to pursue its trading strategies.  The effect of any future regulatory change on the Company could be substantial and adverse.

 

Note 7 - Income Taxes

 

The Company is exempt from Guernsey tax on income derived from non-Guernsey sources. However, certain of its underlying investments may generate income that is subject to tax in other jurisdictions, principally in the United States.

 

In accordance with US GAAP, Management is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority,

including resolution of any related appeals or litigation processes, based on the technical merits of the position.  The tax benefit to be recognised is measured as the largest amount of benefit that it has 50% or higher chance of being realised upon ultimate settlement.  De-recognition of a tax benefit previously recognised could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.

As of 30 June 2013, the Company has recorded no liability for net unrecognised tax benefits relating to uncertain tax positions they have taken or expect to take in future tax returns (31 December 2012: Nil).

 

Note 8 - Financial Highlights

 

30 June 2013

Per share operating performance

 

 

Net Asset Value per share at the beginning of the period

Sterling

Ordinary Share as at 30/06/2013

U.S. Dollar

Ordinary Share as at 30/06/2013

Sterling C

Share as at 30/06/2013

(£)

($)

(£)

0.9952

1.0007

-

Shareholder activity in the period

0.0009

(0.0006)

0.9804





Income from investment operations (a)




Net income per share for the period (b)

0.0229

0.0226

0.0056

 

Net realised and unrealised gain/(loss) from investments

(0.0745)

(0.0019)

(0.0082)

 

Foreign currency translation

0.0700

-

(0.0009)

Distribution per share during the period

(0.0238)

(0.0238)

-

     

Total loss from operations

(0.0055)

(0.0031)

(0.0035)

 

Net asset value per share at the end

of the period

0.9907

0.9970

0.9769

 

Total return* (b)

Sterling

Ordinary Share as at 30/06/2013

U.S. Dollar

Ordinary Share as at 30/06/2013

Sterling C

Share as at 30/06/2013

 

Total return**

2.29%

2.26%

0.56%

 

 

Ratios to average net assets (b)

Sterling

Ordinary Share as at 30/06/2013

U.S. Dollar

Ordinary Share as at 30/06/2013

Sterling C

Share as at 30/06/2013

 

Net income (c)

4.58%

4.60%

1.14%

 

Expenses (c)

(0.98)%

(0.98)%

(0.48)%

 

(a)  Average shares outstanding were used for calculation.

(b) An individual shareholder's return may vary from these returns based on the timing of the   shareholder's subscriptions.

(c)  Annualised.

 

*Total return or loss is calculated for the Ordinary Share class only, which is calculated based on movement in the net asset value, and does not reflect any movement in the market value.  Subscription shares are not presented, as they are not profit participating shares.

 

**The total return is calculated after distribution and is for the 6 month period to 30 June 2013 for the Sterling and U.S. Dollar Ordinary Share class and for the period from 26 March 2013 to 30 June 2013 for the Sterling C Share class. The total return of the Company prior to distribution is 4.74%, 4.66% and 0.56% for the Sterling, U.S. Dollar Ordinary and Sterling C share class respectively.

 

 

31 December 2012

 

Per share operating performance

 

 

Net Asset Value per share at the beginning of the year

Sterling

Ordinary Share as at 31/12/2012

U.S. Dollar

Ordinary Share as at 31/12/2012

  (£)

($)

0.9479

0.9497

Shareholder activity during the year

0.0044

(0.0300)

Income from investment operations (a)



Net income per share for the year (b)

0.0546

0.0527

Net realised and unrealised gain from investments

 

0.0943

 

0.0777

Foreign currency translation

 

(0.0566)

 

-

Total gain from operations

0.0923

0.1304

Distribution per share during the year

(0.0494)

(0.0494)

Net asset value per share at the end of the year

0.9952

1.0007

 

 

 

 

 

Total return* (b)

Sterling

Ordinary Share as at 31/12/2012

U.S. Dollar

Ordinary Share as at 31/12/2012

 

Total return **

5.46%

5.28%

 

 

 

 

Ratios to average net assets (b)

Sterling

Ordinary Share as at 31/12/2012

U.S. Dollar

Ordinary Share as at 31/12/2012

 

Net income (c)

5.02%

5.43%

 

Expenses (c)

(0.97)%

(1.03)%

 

 

(a)  Average shares outstanding were used for calculation.

(b) An individual shareholder's return may vary from these returns based on the timing of the   shareholder's subscriptions.

(c)  Annualised.

 

*Total return or loss is calculated for the Ordinary Share class only, which is calculated based on movement in the net asset value, and does not reflect any movement in the market value.  Subscription shares are not presented, as they are not profit participating shares.

 

**The total return is calculated after distribution and is for the 12 month period to 31 December 2012. The total return of the Company prior to distribution is 10.37% and 10.31% for the Sterling and U.S. Dollar Ordinary Share class respectively.

 

Note 9 - Share Capital

 

The share capital of the Company consists of an unlimited number of Ordinary Shares of no par value, which upon issue the Directors may classify as:

 

(i)  U.S. Dollar Shares, Sterling Shares or Euro Shares or as Shares of such other classes as the Directors may determine;

 

(ii)   B Shares of such classes denominated in such currencies as the Directors may determine; and

 

(iii)  C Shares of such classes denominated in such currencies as the Directors may determine.

 

The rights attached to the above shares are one vote in respect of each share held and, in the case of a general meeting of all Shareholders:

 

(a)  one vote in respect of each U.S. Dollar Share held by the shareholder;

 

(b)  1.6 votes in respect of each Sterling Share held by the shareholder; and

 

(c)  in respect of a Share of a class denominated in any currency other than U.S. Dollars or Sterling held by the shareholder, such number of votes per Share of such class as shall be determined by the Directors in their absolute discretion upon the issue for the first time of Shares of the relevant class.

 

The Directors may effect distributions of capital proceeds attributable to the Ordinary Shares to holders of Ordinary Shares by issuing B Shares of a particular class to holders of Ordinary Shares of a particular class pro-rata to their holding of Ordinary Shares of such class.

 

The B Shares are issued on terms that each B Share shall be compulsorily redeemed by the Company shortly following issue and the redemption proceeds paid to the holders of such B Shares on such terms and in such manner as the Directors may from time to time determine.

 

The B Shares do not:

 

(a) carry any right to any dividends or other distributions of the Company other than as expressly permitted under these Articles;

 

(b)  entitle the holder thereof to any surplus assets of the Company remaining after payment to all the creditors of the Company apart from a distribution in respect of any capital paid up on the B Shares, which shall rank behind any amounts due in respect of other classes of shares and such distribution shall be distributed pro rata; or

 

(c)  carry any right to receive notice of, or attend or vote at, any general meeting of the Company or any right to vote on written resolutions of the Company.

 

The Directors are authorised to issue C Shares of such classes (and denominated in such currencies) as they may determine in accordance with Article 4 and with C Shares of each such class being convertible into Ordinary Shares of such class as the Directors may determine at the time of issue of such C Shares.

 

C Shares will not carry the right to attend and receive notice of any general meetings of the Company, nor will they carry the right to vote at such meetings.

 

There were no Euro shares in issue as at 30 June 2013 (31 December 2012:  No Euro shares).

 

As at 30 June 2013, 363,549,886 Sterling C Shares were in issue (31 December 2012: No C shares).

 

From 1 January 2013 to 30 June 2013


Sterling

C Shares

U.S. Dollar

Ordinary Shares

Sterling

Ordinary Shares

 

 

 

Total

Balance as at 1 January 2013


-

83,143,330

397,393,734

 

480,537,064

Scrip Issue *


-

95,113

859,907

955,020

Issue of C Shares**


363,549,886

-

-

363,549,886

Monthly Conversions***


 

-

 

(25,620,369)

 

16,017,810

 

(9,602,559)

Balance as at 30 June 2013


363,549,8861

57,618,0742

414,271,4513

 

835,439,411

 

From 1 January 2012 to 31 December 2012


U.S. Dollar

C Shares

Sterling

C Shares

U.S. Dollar

Ordinary Shares

Sterling

Ordinary Shares

 

 

 

Total

Balance as at 1 January 2012


5,511,010

115,899,186

138,173,155

235,224,040

 

494,807,391

Scrip Issue


-

-

341,893

1,967,060

2,308,953

Monthly Conversions


-

-

(61,169,240)

38,056,517

 

(23,112,723)

Conversion of C Shares


(5,511,010)

(115,899,186)

5,797,522

122,146,117

 

6,533,443

Balance as at 31 December 2012


-

-

83,143,3304

397,393,7345

 

480,537,064

 

 

The shares of no par value had the following issue proceeds net of any issue costs:

 

1 $540,126,066 (£356,278,888)

2 $55,307,673

3 $646,046,913 (£407,400,984)

4 $80,886,175

5 $619,060,722 (£380,855,680)

 

During the period to 30 June 2013, no shares were issued under block listing application as tap issues (31 December 2012: Nil).

 

* At the time of each quarterly dividend declaration, the Company offered a scrip dividend alternative for the distribution to those investors who wish to receive additional Ordinary Shares in lieu of a cash payment.

 

**On 21 March 2013 the Company raised gross proceeds of £363,549,886 by means of a Placing and Offer Subscription for C shares. 363,549,886 Sterling C Shares were admitted to listing on the official list of the UK Listing Authority and on 26 March 2013, the Sterling C Shares started trading on the main market of the London Stock Exchange.

 

*** The Company offers a monthly conversion facility pursuant to which Shareholders may elect to convert some or all of their Shares of a class into Shares of any other class.

 

Note 10 - Subsequent Events

 

Management has evaluated the following subsequent events for the Company through 14 August 2013, the date the unaudited consolidated financial statements were available to be issued.

 

a) The following dividends were declared for Ordinary and C Shareholders as follows:

Period

Date declared

Payment Date

U.S. Dollar Share

Sterling Share






Quarter ended 30 June 2013 - Ordinary Shareholders

4 July 2013   

16 August 2013

$0.01110

£0.01110

Quarter ended 30 June 2013 -

C Shareholders

4 July 2013

26 July 2013

-

£0.00550

 

b) On 4 July 2013, the Company announced a Conversion ratio for the conversion of C shares into Ordinary Shares. The conversion ratio, based on the NAV of each share class as at 28 June 2013, (as calculated in accordance with the Company's prospectus dated 19 February 2013 (the "Prospectus")), was 0.99167089 Sterling Ordinary Shares for every one Sterling C Share held.

 

On the basis of the Conversion Ratio announcements on 4 July 2013 and 9 July 2013, an application was made to the UK Listing Authority for 360,521,605 Sterling Shares (the "New Shares") to be admitted to the Official List.  Application was also made for the New Shares to be admitted to trading on the London Stock Exchange, which became effective from and the dealings in the New Shares commenced from 16 July 2013.

 

The Sterling C Shares were permanently removed from trading on the London Stock Exchange with effect from the opening of trading at 8:00 a.m. on 16 July 2013.

 

c) On 22 July 2013, the Company announced that it had raised gross proceeds of £45.3 million (approximately $70m) through the issue for cash (the "Issue"), subject to Admission, of 41,054,257 new Sterling Shares and 5,761,807 new U.S. Dollar Shares (the "Shares").  The issue price was 100.9p and 101.9c, a 2% premium to the NAV calculated at close of business on 17 July 2013. Application was made to the London Stock Exchange for the Shares to be admitted to trading on the Main Market of the London Stock Exchange and admitted to listing on the Official List and Admission on 25 July 2013. 

 

Apart from the subsequent events noted above there are no other material events that require disclosure or adjustment of the unaudited consolidated financial statements.

 

Note 11 - Dividends

 

a) The following dividends were declared for Ordinary and C Shareholders since inception:

 

Period

Date declared

Payment Date

U.S. Dollar Share

Sterling Share






Period 20 April 2011 to 30 September 2011

12 October 2011

9 December 2011

$0.01486

£0.01486

Quarter ended 31 December 2011

5 January 2012

24 February 2012

$0.01187

£0.01187

Special dividend

(to C shareholders only at the Conversion of C Shares)

 

 

5 January 2012

 

 

24 February 2012

 

 

$0.00323

 

 

£0.00323

Quarter ended 31 March  2012

12 April 2012

25 May 2012

$0.01260

£0.01260

Quarter ended 30 June 2012

5 July 2012

24 August 2012

$0.01310

£0.01310

Quarter ended 30 September 2012

3 October 2012

23 November 2012

$0.01210

£0.01210

Quarter ended 31 December 2012

9 January 2013

22 February 2013

$0.01160

£0.01160

Quarter ended 31 March 2013

8 April 2013

24 May 2013

$0.01220

£0.01220

Quarter ended 30 June 2013 - Ordinary shares

 

4 July 2013

 

16 August 2013

 

$0.01110

 

£0.01110

Quarter ended 30 June 2013 -

C shares

 

4 July 2013

 

26 July 2013

 

-

 

£0.00550

 

The Company has issued the following Ordinary Shares under Scrip Dividend Alternative since inception:

 

Period

Number of U.S. Dollar Share

Number of Sterling Share

U.S. Dollar Share

Sterling Share






Quarter ended 30 September 2011

91,565

710,833

$0.95880

£0.96320

Quarter ended 31 December 2011

68,398

592,380

$0.95300

£0.95760

Quarter ended 31 March 2012

84,444

14,653

$0.99300

£1.00020

Quarter ended 30 June 2012

97,572

792,651

$0.97840

£0.97160

Quarter ended 30 September 2012

91,479

567,376

$1.00400

£0.99030

Quarter ended 31 December 2012

29,500

821,100

$1.02000

£1.00650

Quarter ended 31 March 2013

69,213

38,805

$1.15420

£1.16100

Quarter ended 30 June 2013

28,237

221,317

$1.06700

£1.03880

 

Note 12 - Other

 

The Company has determined that no accrual or loss contingency is required in the consolidated financial statements.

 

Enquiries: 

 

Sara Bourne

BNP Paribas Securities Services S.C.A., Guernsey Branch

Tel: 01481 750858

 

A copy of the Company's Interim  Consolidated Financial Statements will shortly be available from the Company Secretary, BNP Paribas Securities Services S.C.A., Guernsey Branch at BNP Paribas House, 1 St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA, or on the Company's website (WWW.NBGFRIF.COM).

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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