30 March 2015
Starwood European Real Estate Finance Limited
Annual Report and Audited Consolidated Financial Statements for the year ended 31 December 2014
Objective and Investment Policy
Investment Objective
The investment objective of Starwood European Real Estate Finance Limited (the "Company"), together with its subsidiaries Starfin Lux S.à.r.l, Starfin Public LP and Starfin Public GP (collectively the "Group"), is to provide its shareholders with regular dividends and an attractive total return while limiting downside risk, through the origination, execution, acquisition and servicing of a diversified portfolio of real estate debt investments
including debt instruments) in the UK and the wider European Union's internal market.
Investment Policy
The full text of the Company's revised investment policy following the Extraordinary General Meeting on 9 March 2015 is set out below.
The Company will seek to invest in a diversified portfolio of real estate debt investments (including debt instruments) in the UK and the wider European Union's internal market. Whilst investment opportunities in the secondary markets will be considered from time to time, the Company's predominant focus is to be a direct primary originator of real estate debt investments on the basis that this approach is expected to deliver better pricing, structure and execution control and a client facing relationship that may lead to further investment opportunities.
The Company will attempt to limit downside risk by focusing on secured debt with both quality collateral and contractual protection.
The Company anticipates that the typical loan term will be between three and seven years. Whilst the Company retains absolute discretion to make investments for either shorter or longer periods, at least 75 per cent of total loans by value will be for a term of seven years or less. The Company's portfolio is intended to be appropriately diversified by geography, real estate sector type, loan type and counterparty.
The Company will pursue investments across the commercial real estate debt asset class through senior loans, subordinated loans and mezzanine loans, bridge loans, selected loan-on-loan financings and other debt instruments. The split between senior, subordinated and mezzanine loans will be determined by the Investment Manager in its absolute discretion having regard to the Company's target return objectives. However, it is anticipated that whole loans will comprise approximately 40-50 per cent of the portfolio, subordinated and mezzanine loans approximately 40-50 per cent and other loans (whether whole loans or subordinated loans) between 0-20 per cent (including bridge loans, selected loan-on-loan financings and other debt instruments). Pure development loans will not, in aggregate, exceed 25 per cent of the Company's Net Asset Value ("NAV") calculated at the time of investment. The Company may originate loans which are either floating or fixed rate.
The Company may seek to enhance the returns of selected loan investments through the economic transfer of the most senior portion of such loan investments which may be by way of syndication, sale, assignment, sub- participation or other financing (including true sale securitisation) to the same maturity as the original loan (i.e. "matched funding") while retaining a significant proportion as a subordinate investment. It is anticipated that where this is undertaken it would generate a positive net interest rate spread and enhance returns for the Company. It is not anticipated that, under current market conditions, these techniques will be deployed with respect to any mezzanine or other already subordinated loan investments. The proceeds released by such strategies will be available to the Company for investment in accordance with the investment policy.
Loan to Value ("LTV")
The Company will typically seek to originate debt where the effective loan to real estate value ratio of any investment is between 60 per cent and 80 per cent at the time of origination or acquisition. In exceptional circumstances that justify it, the ratio may be increased to an absolute maximum of 85 per cent. In any event, the Company will typically seek to achieve a blended portfolio LTV of no more than 75 per cent (based on the initial valuations at the time of loan origination or participation acquisition) once fully invested.
Geography
The Company's portfolio will be originated from the larger and more established real estate markets in the European Union's internal market. UK exposure is expected to represent the majority of the Company's portfolio. Outside of the UK, investment in the European Union's internal market will mainly be focussed on Northern and Southern Europe. Northern European markets include Germany, France, Scandinavia, Netherlands, Belgium, Poland, Switzerland, Ireland, Slovakia and the Czech Republic. Southern European markets include Italy and Spain. The Company may however originate investments in other countries in the European Union's internal market to the extent that it identifies attractive investment opportunities on a risk adjusted basis.
The Company will not invest more than 50 per cent of the Company's NAV (calculated at the time of investment) in any single country save in relation to the UK, where there shall be no such limit.
In the event that a member state ceases to be a member of the European Union's internal market, it will not automatically cease to be eligible for investment.
Real Estate Sector and Property Type
The Company's portfolio will focus on lending into commercial real estate sectors including office, retail, logistics, light industrial, hospitality, student accommodation, residential for sale and multi-family rented residential. Investments in student accommodation and residential for sale are expected to be limited primarily to the UK, while multi-family investments are expected to be limited primarily to the UK, Germany and Scandinavia. Further, not more than 30 per cent, in aggregate, of the Company's NAV, calculated at the time of investment, will be invested in loans relating to residential forsale. No more than 50 per cent of the Company's NAV will be allocated to any single real estate sector of the UK, except for the UK office sector which is limited to 75 per cent of the Company's NAV.
Counterparty and Property Diversification
No more than 20 per cent of the Company's NAV, calculated at the time of investment, will be exposed to any one borrower legal entity.
No single investment, or aggregate investments secured on a single property or group of properties, will exceed 20 per cent of theCompany's Net Asset Value, calculated at the time of investment.
Corporate Borrowings
It is not the intention to pursue Company-level recourse leverage for investment purposes. However, Company- level recourse borrowings maybe used from time-to-time for the purpose of bridging, financing repurchases of shares or managing working capital requirements. In this regard, the Company is limited to borrowing an amount equivalent to a maximum of 20 per cent of its NAV, at the time of drawdown. In calculating the Company's borrowings for this purpose, any liabilities incurred under the Company's foreign exchange hedging arrangements shall be disregarded.
Hedging
The Company will not enter into derivative transactions for purely speculative purposes. However, the Company's investments will typically be made in the currency of the country where the underlying real estate assets are located. This will largely be in Sterling and Euros. However, investments may be considered in other European currencies, and the Company may implement measures designed to protect the investments aga inst material movements in the exchange rate between Sterling, being the Company's reporting currency, and the currency inwhich certain investments are made. The analysis as to whether such measures should be implemented will take into account periodic interest, principal distributions or dividends, as well as the expected date of realisation of the investment. The Company may bear a level of currency risk that could otherwise be hedged where it considers that bearing such risk is advisable. The Company will only enter into hedging contracts, such as currency swapagreements, futures contracts, options and forward currency exchange and other derivative contracts when they are available in a timely manner and on terms acceptable to it. The Company reserves the right to terminate any hedging arrangement in its absolute discretion.
The Company may, but shall not be obliged to, engage in a variety of interest rate management techniques, particularly to the extent the underlying investments are floating rate loans which are not fully hedged at the borrower level (by way of floating to fixed rate swap, cap or other instrument). Any instruments chosen may seek on the one hand to mitigate the economic effect of interest rate changes on the values of, and returns on, some of the Company's assets, and on the other hand help the Company achieve its risk management objectives. TheCompany may seek to hedge its entitlement under any loan investment to receive floating rate interest.
Cash Strategy
Cash held by the Company pending investment or distribution will be held ineither cash or cash equivalents, or various real estate related instruments or collateral, including but not limited to money market instruments or funds, bonds, commercial paper or other debt obligations with banks or other counterparties having a A- or higher credit rating (as determined by any reputable rating agency selected by the Company), Agency RMBS (residential mortgage backed securities issued by government-backed agencies) and AAA rated CMBS (commercial mortgage-backed securities).
Transactions with Starwood Capital Group or Other Accounts
Without prejudice to the pre-existing co-investment arrangements described below, the Company may acquire assets from, or sell assets to, or lend to, companies within the Starwood Capital Group or any fund, company, limited partnership or other account managed or advised by any member of the Starwood Capital Group ("Other Accounts"). In order to manage the potential conflicts of interest that may arise as a result of such transactions, any such proposedtransaction may only be entered into if the independent Directors of the Company have reviewed and approved the terms of the transaction, complied with the conflict of interest provisions in the Registered Collective Investment Scheme Rules 2008 issued by the Commission under The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and, whererequired by the Listing Rules, Shareholder approval is obtained in accordance with the listing rules issued by the UK Listing Authority. Typically, such transactions will only be approved if: (i) an independent valuation has been obtained inrelation to the asset in question; and (ii) the terms are at least as favourable to the Company as would be any comparable arrangement effected on normal commercial terms negotiated at arms' length between the relevant person and an independent party, taking into account, amongst other things, the timing of the transaction.
Co-investment Arrangements
Starwood Capital Group and certain Other Accounts are party to certain pre-existing co-investment commitments andit is anticipated that similar arrangements may be entered into in the future. As a result, the Company may invest alongside Starwood Capital Group and Other Accounts in various investments. Where the Company makes any such co-investments they will be made at the same time, and on substantially the same economic terms, as those offered to Starwood Capital Group and the Other Accounts.
UK Listing Authority Investment Restrictions
The Company currently complies with the investment restrictions set out below and will continue to do so for so long as they remain requirements of the UK Listing Authority:
· neither the Company nor any of its subsidiaries will conduct any trading activity which is significant in the context of its group as a whole;
· the Company will avoid cross-financing between businesses forming part of itsinvestment portfolio;
· the Company will avoid the operation of common treasury functions as between the Company and investee companies;
· not more than 10 per cent, in aggregate, of the Company's NAV will be invested in other listed closed- ended investment funds; andthe Company must, at all times, invest and manage its assets in a way which is consistent
with its object of spreading investment risk and in accordance with the published investment policy. The Directors do not currently intend to propose any material changes to the Company's investment policy, save in the case of exceptional or unforeseen circumstances. As required by the Listing Rules, any material change to the investment policy of the Company will be made only with the approval of shareholders.
Key Highlights
|
Year ended 31 December 2014 |
Year ended 31 December 2013 |
NAV per Ordinary Share |
100.08 p |
99.13 p |
Share Price |
106.25 p |
100.75 p |
NAV total return |
6.23% |
1.95% |
Share Price total return |
10.93% |
1.55% |
Total Net Assets |
£238.3 m |
£236.0 m |
Loans Advanced (including interest receivables) |
£221.0 m |
£156.4 m |
Cash and Cash Equivalents |
£13.2 m |
£79.7 m |
Dividends per Ordinary Share (1) |
5.8 p |
1.9 p |
Portfolio yield (2) |
9.6% |
9.2% |
On-going charges percentage (3) |
1.0% |
0.5% |
Weighted average portfolio LTV to Group first £ (4) |
15.3% |
14.0% |
Weighted average portfolio LTV to Group last £ (4) |
62.5% |
57.0% |
(1)Dividends declared and paid in the year to 31 December 2014 were 5.2 pence per share (of which 1.1 pence related to the
final quarter of 2013). A dividend of 1.7 pence relating to the final quarter of 2014 was declared on 27 January 2015 and paid
on 27 February 2015. For the period ending 31 December 2013, dividends declared and paid in the period were 0.8 pence
per share with the final dividend of 1.1pence declared and paid in 2014.
(2)Calculated on amounts currently outstanding, excluding undrawn commitments, and assuming all currently drawn loans are outstanding for the full contractual term. Six of the loans are floating rate (some with floors) (2013: four) and returns are based on an assumed profile for future LIBOR or EURIBOR but the actual rate received may be higher or lower. Calculated only on amounts funded to date and excluding committed amounts and cash uninvested. The calculation excludes the origination fee payable to the Investment Manager.
(3)Prepared in accordance with the AIC's recommended methodology.
(4)LTV to Group last £ means the percentage which the total loan commitment less any amortisation received to date (when
aggregated with any other indebtedness ranking alongside and/or senior to it) bears to the market value determined by the
last formal lender valuation received by the year end date. LTV to first Group £ means the starting point of the loan to value range of the loan commitments (when aggregated with any other indebtedness ranking senior to it). For 2014,
for Lifecare, W Hotel and Centre Point the calculation includes the total facility available and is calculated against the market
value on completion of the project. For Aldgate, the calculation includes the current total facility drawn against the latest
value in use. For 2013: Centre Point included current debt drawn against the lower of current-use market value and vacant
possession. LTVs are calculated for each loan and weighted by the Group's investment in each loan.
Share Price Performance
As at 31 December 2014 the NAV was 100.08 pence per Ordinary Share (2013: 99.13 pence) and the share pricewas 106.25 pence (2013: 100.75 pence).
Chairman's Statement
Overview
The investment objective of the Group continues to be to provide shareholders with regular dividends and an attractive total return while limiting downside risk, through the origination, execution, acquisition and servicing of a diversified portfolio of real estate debt investments (including debt instruments) in the UK and European markets.
As at 31 December 2014, the Group had investments and commitments of £246.6 million (of which £28 million was undrawn as at the year end). The netproceeds from the Initial Public Offering ("IPO") and the subsequent tap issues in early 2013 resulted in proceeds available for investment of £233.8 million. In order to meet the commitments in excess of these net proceeds, the Group entered into a liquidity facility during December 2014, the details of which are summarised in the Investment Manager's report. This facility will also allow the Group to warehouse new investments in the short term prior to refinancing with expected loan repayments or additional equity raises and will assist the Group in helping to minimise cash drag.
During 2014, the Group committed to approximately £111 million of new loans, the details of which are contained in the Investment Manager's portfolio review. The Group also syndicated two of the loans with a total value of approximately £42.5 million in order to enhance the returns on the remaining portion of those loans. As a result of these activities at the year end the invested loan portfolio annualised total return (as defined on page 12) is 9.6 per cent, which is in line with the IPO target.
The Board is satisfied with the progress made by the Investment Manager and Investment Adviser during the year and believes that the continued appointment of the Investment Manager is in the interests of shareholders. Whilst market conditions have changed since the IPO, the Investment Adviser and Investment Manager, working in close collaboration with the Board, have maintained a disciplined andrigorous approach to investment and continue to operate within the risk parameters set out within the prospectus and the investment policy (as subsequently amended).
Investment Policy and Equity Placement
In the December 2014 factsheet, released in January 2015, the Group outlined its proposal to amend its investment policy in order to include the wider European Union's internal market and to remove the limitation of
75 per cent on investment in the United Kingdom. The Group also announced its proposal to seek approval for an equity placement programme which would allow the Group the flexibility to continue to remain focussed on mitigating cash drag risk and ideally to allow the Group to match equity raises to its pipeline.
I am pleased to confirm that these proposals were approved by shareholders at the Extraordinary General Meeting ("EGM") held on 9 March 2015.
Results
On 28 January 2014 the Company declared a dividend of 1.1 pence per Ordinary Share, relating to the final quarter of 2013. On 27 January 2015 the Company declared a dividend of 1.7 pence per Ordinary Share relating to the final quarter of 2014.
Total dividends of 5.8 pence per Ordinary Share have been declared in relation to the year ending 31
December 2014.
Period |
Dividend declared |
Payment date |
Amount per share |
1 January 2014 to 31 March 2014 |
23 April 2014 |
23 May 2014 |
1.25p |
1 April 2014 to 30 June 2014 |
23 July 2014 |
22 August 2014 |
1.35p |
1 July 2014 to 30 September 2014 |
27 October 2014 |
21 November 2014 |
1.50p |
1 October 2014 to 31 December 2014 |
27 January 2015 |
27 February 2015 |
1.70p |
Total |
|
|
5.80p |
The Directors place primary importance on maintaining a consistent dividend and ensuring, as much as possible, that cash drag does not materially impact this aim. Any future plans to raise additional equity will be considered against this objective and, as previously mentioned, it is intended that the liquidity facility will assist with this.
During the year, the share price rose from 100.75 pence per share at 31 December 2013 to 106.25 pence at 31 December 2014, representing a premium of 6.2 per cent to NAV. During the year, the shares traded at an average 4.1 per cent premium to NAV.
Alternative Investment Fund Managers Directive ("AIFMD")
Under the AIFMD, the Company became an Alternative Investment Fund and was required to appoint a Manager who has the necessary regulatory approval to act as the Company's Alternative Investment Fund Manager ("AIFM") under the new AIFMD requirements. The Company has appointed the Investment Manager, Starwood European Finance Partners Limited, as its AIFM. Nochanges of significance are envisaged in the management arrangements for the Company as a result of AIFMD.
Outlook
As 2015 starts, the Group is well positioned, with a diversified high quality loan portfolio with an overall risk profile that is more conservative than anticipated at IPO without compromising on returns. The primary focus of the Board, working closely with the Investment Manager and Investment Adviser, is to minimise cash drag risk which could result from any repayments, whilst not looking to deviate from the current prudent approach to credit risk.
The Board will continue to update you on progress by way of the quarterly fact sheets and investment updates when deals are signed. On behalf of the Board, I would like to close by thanking shareholders for your commitment and I look forward to updating you on the Group's progress later this year.
Strategic Report
The Strategic Report describes the business of the Group and details the principal risks and uncertainties associated with its activities. These are amplified in the Investment Manager's Report.
Objective, Investment Policy and Business Model
The Objective and Investment Policy describes the Group's strategy and business model.
The Investment Manager is Starwood European Finance Partners Limited, a Company incorporated in Guernsey with registered number 55819 and regulated by the Guernsey Financial Services Commission (the "GFSC"). The Investment Manager has appointed Starwood Capital Europe Advisers, LLP ("the Investment Adviser"), an English limited liability partnership authorised and regulated by the Financial Conduct Authority, to provide investment advice, pursuant to an Investment Advisory Agreement.
Current and Future Development
A review of the year and outlook is contained in the Investment Highlights and Portfolio Review sections of the Investment Manager's Report and also within the Chairman's Statement.
Performance
A review of performance is contained in the Investment Highlights and Portfolio Review sections of the Investment Manager's Report.
A number of performance measures are considered by the Board, the Investment Manager and Investment Adviser in assessing the Company's success in achieving its objectives. The Key Performance Indicators ("KPIs") used to measure the progress and performance of the Group are established industry measures and are as follows:
· The portfolio yield;
· The movement in NAV per Ordinary Share;
· The movement in share price and the discount / premium to NAV;
· On-going charges as a percentage of undiluted NAV; and
· Weighted averageloan to value for the portfolio.
Risk Management
It is the role of the Board to review and manage all risks associated with the Group, mitigating these either directly or through the delegation of certain responsibilities to the Audit Committee, Investment Manager and Investment Adviser. The Board performs a review of a risk matrix at each Board meeting.
The Board considers that the following risks are the principal risks and uncertainties faced and has identified the mitigating actions in place to manage them.
Target Portfolio Returns and Dividend
The Group's targeted returns are based on estimates and assumptions that are inherently subject to significant business and economic uncertainties and contingencies, and the actual rate of return may be materially lower than the targeted returns. In addition, the pace of investment has and may be slower than expected, or principal may be repaid earlier than anticipated, causing the return on affected investments to be less than expected. In addition if repayments are not promptly re-invested this may result in cash drag which may lower portfolio returns. As a result the level of dividends and other distributions to be paid by the Company may fluctuate and there is no guarantee that any such distributions will be paid.
The Investment Adviser provides the Investment Manager and the Board with a weekly report on pipeline opportunities, which includes analysis of the returns available. The Directors also regularly receive information on the performance of the existing loans which includes analysis of the likelihood of any early repayments which may impact returns.
Long-term Strategic Risk
The Company is subject to the risk that its long-term strategy and its level of performance fail to meet the expectations of its shareholders. The shares may trade at a discount to NAV per share and shareholders may be unable to realise their investments through the secondary market at NAV per share. The Board monitors the level of premium or discount of share price to NAV per share.
While the Directors may seek to mitigate any discount to NAV per share through the discount management mechanisms set out in the Prospectus, there can be no guarantee that they will do so or that such mechanisms will be successful and the Directors accept no responsibility for any failure of any such strategy to effect a reduction in any discount or premium. Please see the Objective and Investment Policy, page 3 for further information on the discount management mechanisms.
The Board monitors investment strategy and performance on an on-going basis and regularly reviews the Objective and Investment Policy in light of prevailing investor sentiment to ensure the Company remains attractive to its shareholders.
Interest Risk
The Group is subject to the risk that the loan income and income from the cash and cash equivalents will fluctuate due to movements in LIBOR or EURIBOR.
The loans in place at 31 December 2014 have been structured so that 57.9 per cent of the loans are fixed rate which provides protection from interest rate movements to the overall portfolio. In addition whilst the remaining 42.1 per cent is classified as floating, 46.2 per cent are subject to LIBOR or EURIBOR floors such that the interest cannot drop below a certain level which provides significant additional protection against downward interest risk. When reviewing future investments the Investment Manager will continue to review such opportunities to protect against downward interest risk.
Credit Risk
The Group's investments are subject to risk of default where a borrower is unable or does not pay interest or principal as it becomes due. In the event of a default the Group is generally entitled to enforce security, but the process may be expensive and lengthy and the outcome is dependent on sufficient capital being available to meet the borrower's obligations. Some of the investments made would rank behind senior debt tranches for repayment in the event that a borrower defaults, with the consequence of greater risk of partial or total loss. In addition, repayment of loans could be subject to the availability of refinancing options, including the availability of senior and subordinated debt and is also subject to the underlying value of the real estate collateral at the date of maturity.
The Investment Adviser undertakes detailed due diligence on each loan. Whilst the precise scope of due diligence will depend on the proposed investment, such diligence will typically include independent valuations, building and measurement and environmental surveys, legal reviews of property title and key leases, where necessary mechanical and engineering surveys, accounting and tax reviews and know your customer checks. The loan is first taken to the Investment Adviser's Investment Committee for consideration and if approved is then presented to the Investment Manager for consideration.
The loan investments made are secured by way of a standard security package depending on the type of asset andjurisdiction. This will generally include, but not be limited to, a first ranking charge or mortgage over the property (or in the case of any mezzanine participations a second ranking entitlement or second ranking charge) and a charge or pledge over all other assets of the borrower accompanied, usually, by security over the shares of the borrower.
The Investment Adviser, Investment Manager and Board also manage these risks by ensuring a diversification of investments in terms of geography, market and type of loan. The Investment Manager and Investment Adviser operate in accordance with the guidelines, investment limits and restrictions policy determined by the Board. The Directors review the portfolio against these guidelines, limits and restrictions on a regular basis. The Investment Manager provides the Board with management information including performance data on each individual loan in the underlying portfolio. The Directors monitor the implementation and results of the investment process with the Investment Manager at each Board meeting and monitor risk factors in respect of the portfolio. Investment strategy is reviewed at each meeting.
Liquidity Risk
The Group's investments primarily consist of loans secured on real estate assets. Such investments are often illiquid and may be difficult for the Group to sell, particularly at times of market stress, and the price achieved on any such realisation is likely to be at a discount to the face value of the relevant loan.
The Group currently has sufficient cash to manage any liquidity issues. In addition, the Group has the ability to borrow up to 20 per cent of NAV in order to manage any liquidity issues that may arise. The Company has arranged a revolving credit facility with a major UK clearing bank in the sum of £50 million. This is currently undrawn.
Valuation Risk
Real estate valuation is inherently subjective and uncertain. In addition, the value of the real estate underlying the Group's portfolio of loans, and the rental income it produces, may fluctuate as a result of factors which are outside the Group's control. The Group is and will be exposed to the residential and commercial real estate markets and if those markets enter a downturn it could materially adversely affect the Group's business and financial condition. Commercial mortgage loans are subject to the ability of the property owner to generate net income from operating the property/ies as well as the risk of delinquency and financial difficulty of the tenants. A major occupier or tenant of aproperty financed by the Group could default and / or seek to renegotiate terms during the course of a tenancy, which would lower the value of that property and may impact on the income to service the related loans provided by the Group. Loans on residential for sale assets are subject to the ability of the developer to complete the development and sell the individual residential units. Ifthe developer is unable to sell the units at the price anticipated this may impact on the borrower's ability to repay the loan.
The Investment Adviser meets with all borrowers on a regular basis to monitor developments in respect of each loan and reports to the Investment Manager and the Board periodically and on an ad hoc basis where considered necessary.
The Group's loans are held at amortised cost and are reviewed quarterly forsigns of impairment by the Investment Adviser. The results of the impairment review are discussed with the Investment Manager and the Board. The value of investments in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") requires considerable judgement and is explained on page 44.
Community, Social, Employee, Human Rights and Environmental Issues
In carrying out its activities and in its relationship with the community, the Group aims to conduct itself responsibly, ethically and fairly, including in relation to social and human rights issues. The Group has no employees and the Board is composed entirely of non-executive Directors. As an investment company, the Group has no direct impact on the environment. However, the Group believes that it is in the shareholders' interest to consider environmental, social and ethical factors when selecting and retaining investments.
Board Diversity
The Board considers that its members have a balance of skills, qualifications and experience which are relevant to the Company. The Board supports the recommendations of the Davies Report and believes in the value and importance of diversity in the boardroom but it does not consider it is appropriate or in the interest of the Company and its shareholders to set prescriptive targets for gender or nationality on the Board.
The Company has no employees and therefore has no disclosures to make in this regard.
The Investment Manager and Investment Adviser are both part of the Starwood Capital Group, a leading global real estate investment group.
Portfolio Statistics
The Board considers that the Group is engaged in a single segment of business, being the provision of a diversified portfolio of real estate backed loans. The analysis presented in this report is presented to demonstrate the level of diversification achieved within that single segment. The Board does not believe that its investments constitute separate operating segments.
As at 31 December 2014, the portfolio was invested in line with the Group's investment policy and is summarised below.
|
31 December 2014 |
31 December 2013 |
Number of Borrowers |
12 |
7 |
Number of Investments |
12 |
7 |
Invested loan portfolio annualised total return(1) |
9.6% |
9.2% |
Weighted average portfolio LTV - to Group first £(2) |
15.3% |
14.0% |
Weighted average portfolio LTV - to Group last £(2) |
62.5% |
57.0% |
Average loan term |
3.7 years |
4 years |
Percentage of net assets in cash |
6.2% |
33.7% |
Percentage of net assets committed to senior and whole loans |
61.8% |
47.0% |
Percentage of net assets committed to second lien and mezzanine loans |
25.7% |
11.7% |
Percentage of net assets committed to other debt instruments |
6.3% |
7.6% |
Percentage invested in GBP(3) |
67.7% |
63.8% |
Percentage invested in Euro(3) |
32.3% |
36.2% |
Percentage of invested portfolio in floating rate investments(3) |
42.1% |
48.8% |
(1) Calculated on amounts currently outstanding, excluding undrawn commitments, and assuming all currently drawn loans are outstanding for the full contractual term. Six ofthe loans are floating rate (some with floors) (2013: four) and returns are based on an assumed profile for future LIBOR or EURIBOR but the actual rate received may be higher or lower. Calculated only on amounts funded to date and excluding committed amounts and cash uninvested. The calculation excludes the origination fee payable to the Investment Manager.
(2) LTV to Group last £ means the percentage which the total loan commitment less any amortisation received to date
(when aggregated with any other indebtedness ranking alongside and/or senior to it) bears to the market value determined
by the last formal lender valuation received by the year end date. LTV to first Group £ means the starting point of the loan to value range of the loan commitments (when aggregated with any other indebtedness ranking senior to it). For 2014, for
Lifecare, W Hotel and Centre Point the calculation includes the total facility available and is calculated against the market
value on completion of the project. For Aldgate, the calculation includes the current total facility drawn against the latest
value in use. For 2013: Centre Point included current debt drawn against the lower of current-use market value and vacant
possession. LTVs are calculated for each loan and weighted by the Group's investment in each loan.
(3) Calculated on loans currently drawn using the exchange rates applicable when the loans were funded.
Dividend and Future Policy
The Company declared a dividend of 1.25 pence per Ordinary Share for the first quarter of 2014, a dividend of 1.35 pence per Ordinary Share for the second quarter and a dividend of 1.5 pence per Ordinary Share for the third quarter, a total of 4.1 pence per Ordinary Share for the first nine months of 2014.
Reflecting the Company's desire for strong distribution of free cash, on27 January 2015 it declared a dividend for the period from 1 October 2014 to 31 December 2014 of 1.7 pence per Ordinary Share (annualised 6.8 pence), representing a total dividend for 2014 of 5.8 pence per Ordinary Share.
The Directors place primary importance now on maintaining a consistent dividend and ensuring, as much as possible, that cash drag does not materially impact this aim. Any future plans to raise additional equity will be considered against this objective and it is intended that the liquidity facility will assist with this.
The investment environment for the Company has changed somewhat over thelast two years and the Company has to date sourced attractive business consistent with risk/return metrics set out at IPO. Going forward, should any material equity issuance be envisaged, the Company will look to take account of shareholders' current views on the relative balance between risk, returnsand scalability.
Investment Outlook and Investment Policy
As 2015 starts the Company is well positioned, with a diversified high quality loan portfolio where the last £ LTV averages 62.5 per cent, nearly 66 per cent of the loan book is in senior or whole loan positions and the invested annualised gross total return is 9.6 per cent. The primary focus isto continue to minimise cash drag risk whilst not looking to deviate from the current prudent approach to credit risk. The last two years have demonstrated the Company's careful approach to investing and this is expected to continue.
During early 2015, the Board proposed that some of the Company's investment policy should be marginally revised as some of the initial constraints were no longer appropriate, and occasionally over-restrictive, e.g. the capon investments in the UK. Consequently the Board proposed an amendment of the Company's investment policy in orderto include the wider European Union's internal market and to remove the limitation of 75 per cent on investments in the United Kingdom (subject to a maximum of 50 per cent of NAV in any sector, excluding office which is limited to 75 per cent of NAV). The geographical change in no way suggests a change to the Company's core focus; it merely provides the flexibility for the Company to react to quality risk adjusted one-off opportunities. Prudence will apply, for example, it is almost inconceivable anyinvestment would be made in Greece in the short to medium term, if ever.
The Company held an EGM on 9 March 2015 to consider this proposal and also sought approval for an equity placement programme as a matter of good housekeeping to avoid the need for a further EGM. In line with the strategy any equity raising will be highly focussed on mitigating cash drag risk and ideally matching the deal pipeline. These proposals were approved by shareholders at the EGM.
Liquidity Facility
During the final quarter of 2014, a liquidity facility was introduced due to all available liquidity being broadly committed, with additional investment needs crystallising. A facility was signed in December giving the Company enhanced flexibility. Further detail is set out below, but in summary thefacility provides immediate coverage for existing unfunded commitments and, being multi-currency, helps mitigate FX risks on new non- sterling commitments (where a syndication is envisaged) and allows cash drag to be mitigated through the short term warehousing of new investments prior to refinancing with loan repayment receipts or additional equity.
The £50 million revolving credit facility (the "Facility") is with a major UK clearing bank and is intended for short- term liquidity and, under its investment policy, the Company is limited to borrowing an amount equivalent to a maximum of 20 per cent of its NAV, at the time of drawdown. In calculating the Company's borrowings for this purpose, any liabilities incurred under the Company's foreign exchange hedging arrangements shall be disregarded.
The interest rate payable will depend on how long a particular loan is outstanding: LIBOR plus 2.50 per cent per annum at initial draw down and increasing for loans outstanding for more than six months.
It is anticipated that amounts drawn under the Facility will be repaid using the proceeds of one or more issues of Ordinary Shares or by means of liquidity arising in the portfolio (including the proceeds of syndication of loans and the receipt of loan repayments and amortisation). The facility is secured by a pledge over the bank accounts of the Company, its interests in Starfin Public L.P. and the intercompany funding provided by the Company to Starfin Public L.P. Starfin Public L.P. also acts as guarantor of the facility and has pledged its bank accounts as collateral.
The undertakings and events of default are customary for a transaction of this nature.
Foreign Exchange
During the year, the Group recognised £1,246,877 of unrealised foreign exchange gains relating to investment activity (2013: £617,942 of unrealised losses). The Group has fully hedged the principal of each individual Euro-denominated loan to its maturity date with forward contracts.
Each such hedge is expected to result in a realised foreign exchange gain provided that the relevant loan is repaid at its maturity date.
However, the accounting treatment for the Euro loans is to value the loan at the foreign exchange rate at the relevant Statement of Financial Position date, andto value the hedge based on the market forward rates at the Statement of Financial Position date to the maturity date of the relevant hedge (discounted back to present value). As a result of this accounting treatment, whilst the loan principal is economically fully hedged (if held to loan maturity), unrealised foreign exchange gains or losses are recognised in the accounts during the life of the loan due to changes in the shape of the forward EUR:GBP curve. For this reason, the Group disregards unrealised foreign exchange gains and losses when declaring dividends.
It is important to note that should any of the Euro loans repay early, and the Group has no alternative use for the Euro funds repaid and therefore breaks the hedges early, foreign exchange gains or losses could be realised at that point. The size of this will depend on the shape of the forward EUR:GBP curve at the point at which the relevant hedge is broken. Using the EUR:GBP forward curve as at 23 March 2015, the Group would not, expect to realise material foreign exchange gains or losses upon repayment of any of its Euro loans.
The Group recognised £514,836 of realised foreign exchange losses relating to the syndication of the Industrial Portfolio, Netherlands loan. Whilst a realised loss has been recognised in the Consolidated Statement of Comprehensive Income as a result of the foreign exchange rate hedges allocated against this loan, it is our current expectation that this loss will be largely offset by a corresponding foreign exchange gain if the retained loan is repaid in the timeline currently envisaged with the current forward curve. If the timing of repayment or the FX forward curve changes, the amount of this offset will vary.
Market Summary
The Company's quarterly factsheets published during 2014 have sought to highlight themarket dichotomy between the return of tempered banking liquidity for real estate finance and the seemingly endless requirement forbanks to adapt to meet new regulatory requirements and exit from distressed or non-core loans.
This very much continues with several new observations to be made. 2015 will unquestionably be yet another transitional and transformational year. The November 2014 Asset Quality Review process may well have been somewhat massaged, but European Central Bank oversight has encouraged further impaired loan pools to be marketed for sale with the Dutch, German, Portuguese and Central and Eastern Europe markets adding to the current flow in the UK, Ireland, Spain and, recently, Italy. Further hits to banks' P&L will probably occur in a number of sale situations. At the same time there is increasing focus on the need to be Basel III compliant - the phasing in of the higher capital requirements starts this year, and recently greater focus has been given to the Liquidity Ratio which is mandatory by 2018. The Liquidity Ratio is a simple tool to track how leveraged a bank is. Normally a bank focusses perhaps more on Risk Weighted Assets (RWAs) rather than the face amounts of its assets. For perceived low risk assets RWAs are lower than face and vice versa. The impact of banks holding AAA rated sub-prime mortgage bonds in the crash was that expected low risk, low RWA assets wereshown to be actually very high risk. To learn from this lesson, a new regulatory ratio was devised which is tier 1 capital divided by face value of assets - a very simplistic measure of bank leverage. Basel III imposes a 3 per cent minimum, the Fed has indicated this will be 6 per cent for Globally Systematic Important Banks and theEuropean Central Bank ("ECB") and Bank of England are likely to follow suit. Such a target will be yet another headache forthe banking community, especially inFrance and with a number of German institutions. The net impact remains likely to be at best continued anaemic lending growth if not outright decline. The impacts of the ECB's potential Quantitive Easing ("QE") programme will be examined in the future but even the mooted €60 billion monthly QE for the next year and a half would only take the ECB's balance sheet back to 2012 levels. This and the ECB focus on sovereign debt purchasing is unlikely to act as a material catalyst to the European bond markets.
There are other reasons that the Investment Adviser has detected a slight softening to the current lending market, hopefully enlarging the opportunity set.There are suggestions that the syndication market is smaller than perhaps anticipated. This has dampened underwriting appetite, which is added to general caution with regards to the impact of theGreek and Spanish elections.
Most of the Eurozone countries are now running current account surpluses, with a major exception being France. The biggest change is the peripheral countries. One might think this is a good thing, but arguably it reflects those countries also not spending, a key growth driver. Without exchange rate tools, the Eurozone's peripheral countries have to deflate more than the core to improve competitiveness and inevitably this increases the real cost of debt. Negative scenarios do not simply impact the lending market but also the asset value side. One could foresee further value strengthening in London, being a perceived "safe haven",and value decline on the Continent. The Investment Adviser will be monitoring this all carefully.
A final area of risk focus is oil. Oil prices are down significantly over recent months, with Brent having fallen to under $50 a barrel. It appears that OPEC members (in particular Saudi Arabia) are betting that US shale producers will reduce capital expenditure as aresult. Given that US shale is on a quite short (12-18 month) capex/production cycle this is not a wild assumption. Soit appears that US shale may in future take the role of themarginal producerfrom Saudi Arabia. This reorganisation of the oil producers, coupled by constantly changing outlook for world economic growth(and therefore demand for oil) will lead to significant price movements in the short term. There should be follow on impacts to the European real estate market.
Lower oil prices will boost GDP growth and create more consumption, which should boost retail spending and hence strength of and opportunity in the retail real estate sector. Deflation is the obvious fear and comparisons are made to Japan's lost decades. Note that Japan's GDP still grew inthis period whereas such growth eludes the Eurozone today. One other impact is that oil rich Sovereign Wealth Funds are often large-scale buyers of real estate using surplus funds generated from oil revenues. Without such large surpluses their capacity for further acquisition may be tempered over the short to medium term. On a geographical note Aberdeen and maybe the rest of Scotland will be hit.
Investment Manager's Report - Portfolio Review
Investment Deployment
As at 31 December 2014 the Group had investments and commitments of £246.6 million (Sterling equivalent at year end exchange rates) as follows:
|
Balance as at 31 December 2014 |
Unfunded Commitments |
Maybourne Hotel Group, London |
£19.0 m |
|
West End Development, London |
£10.0 m |
|
Lifecare Residences, London |
£13.3 m |
£1.2 m |
Heron Tower, London |
£14.9 m |
|
Centre Point, London |
£40.0 m |
£5.0 m |
FC200, London |
£9.2 m |
£4.3 m |
5 Star Hotel, London |
£6.9 m |
|
Aldgate Tower, London |
£37.8 m |
£7.2 m |
Total Sterling Loans |
£151.1 m |
£17.7 m |
Retail Portfolio, Finland |
€40.4 m |
|
Industrial Portfolio, Netherlands |
€20.0 m |
|
Office, Amsterdam |
€14.2 m |
|
W Hotel, Amsterdam |
€11.7 m |
€13.3 m |
Total Euro Loans |
€86.3 m |
€13.3 m |
During the financial year, the Group has made the following loan commitments:
Office, Amsterdam: The Group provided a €14.3 million financing facility for the acquisition of an office building in Amsterdam fully occupied by UPC Nederlands, BV. The Group expects to earn a solid single digit return in line with its investment criteria. The loan was fully drawn in the middle of April 2014.
FC200, London: The Group provided a £27 million financing facility for an office building in Park Royal, West London. The three year financing is secured against a six-storey, 160,000 square foot building named FC200 located within the First Central mixed-use development site in Park Royal. The financing allowed the sponsors to refinance the all-cash acquisition of the property in late 2011 as well as providing funding for the remaining capex to complete its fit out. On 15 September 2014, the Group completed the syndication of a £13.5 million senior note on to a UK clearer.
Industrial Portfolio, Netherlands: On 30 June 2014, the existing €35.3 million whole loan facility was increased by €36.1 million to a total facility of €71.4 million in cooperation with private debt funds associated with Starwood Capital Group. The Group's overall exposure increased to €55.9 million with the Starwood associated private debt funds taking the remaining €15.5m. The additional funds facilitated the acquisition of nine light-industrial and office properties in the Netherlands taking the overall portfolio to 28 assets. On 5 December 2014, the Group completed the syndication of a €35.9 million senior note.
W Hotel, Amsterdam: The Group has committed to provide €25 million out of a total of €99 million for the refinancing and refurbishment of a new W branded hotel located in the centre of Amsterdam. The sponsor is Liran Wizman, a highly experienced hotel owner and key shareholder in Grand City Hotels, a highly rated pan- European hotel management company. Expected to be completed in the second half of 2015, the refurbished hotel is based on Spuistraat, a prime location within the city and providing easy access to transport links and attractions including the Royal Palace and Dam Square, which the hotel adjoins.
Centre Point, London: On 4 December 2014, the Group, along with other Starwood affiliated vehicles, reached an agreement to supplement its existing loan to Almacantar, a property investment and development company specialising in large-scale complex investments in London, for the comprehensive refurbishment of Centre Point, the iconic 34-story tower located at 103 New Oxford Street in Central London. The overall facility will increase by £45 million to £265 million, with the Group funding £5 million of the increase. This is expected to be drawn in the first half of 2015.
5 Star Hotel, London: On 17 December 2014, the Group provided £6.9 million of a £14 million junior loan to refinance a 5 star hotel in central London. The loan's interest rate floats over LIBOR and has a term of 5 years. TheGroup expects to earn a return consistent with its target for junior loans.
Aldgate Tower, London: On 22 December 2014, the Company provided a £45 million participation in a £200 millionfacility for the refinancing of Aldgate Tower, a new Grade A office building located in the City of London. Thefacility will support the acquisition and stabilisation through the leasing of the property. The loan's interest rate is part fixed with part floating over 3 month LIBOR. The Company expects to earn an attractive risk adjusted return commensurate with its stated investment strategy.
Events After the Reporting Period
On 23 January 2015, the Maybourne facilities were amended and restated with the effect of increasing the senior financing by £40 million and the mezzanine facilities being reduced by a corresponding amount. This restructure was an alternative to a complete refinancing of the debt and enabled the Group to retain an investment (albeit lower) notwithstanding theimprovement in the debt markets since the time of the original transaction. Following the amendments, the Group's participation has been reduced to £11,244,898 and a lower interest rate is now being received. The returns are, however, commensurate with a transaction of this nature.
Since the year end, additional drawdowns of €2,233,117 under the W Hotel, Amsterdam facility; £147,006 under the Aldgate Tower, London facility; £2,042,056 under the Centre Point, London facility and £378,943 under the FC200, London facility have been made. Scheduled amortisation of €35,750 on the Office, Amsterdam facility and £797,389 on the Heron Tower, London facility have been received. In addition, repayments of €2,363,980 from theRetail Portfolio, Finland facility have been received.
Board of Directors
Stephen Smith (non-executive Chairman - Chairman of the Board)
Stephen is currently a Director of Gatehouse Bank Plc (appointed in June 2013) and a Director of Tritax Big BoxREIT Plc, which floated on the London Stock Exchange in December 2013. Previously, he was the Chief Investment Officer of British Land Company PLC, the FTSE 100 real estate investment trust from January 2010 to March 2013 with responsibility for the group's property and investment strategy, leaving at the end of June 2013. Hewas formerly Global Head of Asset Management and Transactions at AXA Real Estate Investment Managers, where he was responsible for the asset management of a portfolio of more than €40 billion on behalf of life funds, listed property vehicles, unit linked and closed end funds. Prior to joining AXA in 1999 he was Managing Director at Sun Life Properties for five years. Stephen is a UK resident.
Jonathan Bridel (non-executive Director - Management Engagement Committee Chairman)
Jonathan is currently a non-executive Chairman or Director of listed and unlisted companies comprised mainly of investment funds and investment managers. These include Alcentra European Floating Rate Income Fund Limited, The Renewables Infrastructure Group Limited and Sequoia Economic Infrastructure Income Fund Limited, which are listed on the main market of the London Stock Exchange and Aurora Russia Limited, DP Aircraft I Limited, Fair Oaks Income Fund Limited and Altus Global Gold Limited. He was previously Managing Director of Royal Bank of Canada's investment business in the Channel Islands. Prior to this, after working at Price Waterhouse Corporate Finance in London, Jonathan served in senior management positions in the British Isles and Australia in banking, specialising incredit and in private businesses as Chief Financial Officer. Graduating from the University of Durham with a degree of Master of Business Administration in 1988, Jonathan also holds qualifications from the Institute of CharteredAccountants in England and Wales where he is a Fellow, the Chartered Institute of Marketing and the Australian Institute of Company Directors. Jonathan is a Chartered Marketer and a member of the Chartered Institute of Marketing, the Institute of Directors and Chartered Fellow of the Chartered Institute for Securities and Investment. Jonathan is a resident of Guernsey.
John Whittle (non-executive Director - Audit Committee Chairman)
John is a chartered accountant and holds the Institute of Directors Diploma in Company Direction. He is a non- executive Director of International Public Partnerships Limited (FTSE 250), India Capital Growth Fund Limited, Globalworth Real Estate Investments Limited and Advance Frontier Markets Fund Limited (all listed on AIM) andalso acts as non-executive Director to several other Guernsey investment funds. Hewas previously Finance Director of Close Fund Services, a large independent fund administrator, where he successfully initiated a restructuring of client financial reporting services and was a key member of the business transition team. Prior to moving to Guernsey he was at Price Waterhouse in London before embarking on a career in business services, predominantly telecoms. He co-led the business turnaround of Talkland International (now Vodafone Retail) and was directly responsible for the strategic shift into retail distribution and its subsequent implementation; he subsequently worked on the £20million private equity acquisition of Ora Telecom. John is also a resident of Guernsey.
Report of the Directors
Principal Activities and Investment Objective
The investment objective of the Group is to provide its shareholders with regular dividends and an attractive total return while limiting downside risk, through the origination, execution, acquisition and servicing of a diversified portfolio of real estate debt investments (including debt instruments) inthe UK and wider European Union's internal market. Whilst investment opportunities in the secondary market are considered, the Group's main focus is to originate direct primary real estate debt investments.
The Group attempts to limit downside risk by focusing on secured debt with both quality collateral and contractual protection. The typical loan term is between three and seven years and at least 75 per cent of total loans by value are for a term of seven years or less.
The Group is and intends to remain appropriately diversified by geography, real estate sector and loan type and counterparty. The Group pursues investments across the commercial real estate debt asset class through senior loans, subordinated loans and mezzanine loans, bridge loans, selected loan-on-loan financings and other debt instruments.
Structure
The Company was incorporated with limited liability in Guernsey under the Companies (Guernsey) Law, 2008, as amended, on 9 November 2012 with registered number 55836, and has been authorised by the Guernsey Financial Services Commission ("GFSC") as an authorised closed-ended investment company. The Company's Ordinary Shares were admitted to the premium segment of the UK Listing Authority's Official List and to trading on the Main Market of the London Stock Exchange as part of its IPO which completed on 17 December 2012. The issued capital during the year comprises the Company's Ordinary Shares denominated in Sterling.
The Company makes its investments through Starfin Lux S.à.r.l ("Luxco"), an indirect wholly-controlled subsidiary not subject to regulation in Luxembourg or elsewhere. The Company's interest in Luxco is held through a Guernsey limited partnership, Starfin Public LP ("the Partnership") of which Starfin Public GP Limited ("the GP") is the general partner. The GP is wholly owned and controlled by the Company. Starfin Carry LP ("the Special Limited Partner") is the only other limited partner of the Partnership and is majority owned by the Starwood Capital Group ("Starwood") and has no control over the GP. References to the Group refer to the Company, the GP, the Partnership and Luxco.
Dividend Policy
At launch, the Company had targeted a dividend of 7.0 pence per Ordinary Share upon full investment, based on quarterly dividend payments. The Company declared a dividend of 1.25 pence per Ordinary Share for the first quarter of 2014, a dividend of 1.35 pence per Ordinary Share for the second quarter of 2014, a dividend of 1.5 pence for the third quarter of 2014, and a dividend of 1.7 pence per Ordinary Share for the fourth quarter.
Dividends Paid
The Company has paid a total of £12,381,200 (2013: £1,904,800) during the year (5.2 pence (2013: 0.8 pence) per Ordinary Share).
Business Review
The Group's performance during the year to 31 December 2014, its position at that date andthe Group's future developments are detailed in the Chairman's Statement, the Strategic Report and the Investment Manager's Report on pages 12 to 18.
Capital
As part of the Company's IPO completed on 17 December 2012, 228,500,000 Ordinary Shares of the Company, with an issue price of 100 pence per share, were admitted to the premium segment of the UK Listing Authority's Official List and to trading on the Main Market of the London Stock Exchange.
Shortly after the IPO and in order to meet market demand, principally following the Company's inclusion in the FTSE UK Index Series and to manage the higher share price premium over the NAV per share at that time, the Company issued an additional 9,600,000 Ordinary Shares within the limits imposed by the Prospectus Rules.
Following these issues, the Company now has issued share capital consisting of 238,100,000 Ordinary Shares. Details of the Company's capital are provided in more detail in note 15 of the consolidated financial statements.
Substantial Interests
As of 20March 2015, the Company is aware of thefollowing material shareholdings:
Name |
Ordinary Shares purchased |
% holding of Ordinary Shares at 31 December 2014 |
Quilter Cheviot Investment Management |
22,687,657 |
9.53 |
Schroder Investment Management |
17,542,610 |
7.37 |
SG Private Banking |
17,092,754 |
7.18 |
Thames River Capital |
15,600,000 |
6.55 |
Schroder & Co, London (PB) |
14,162,007 |
5.95 |
Rathbones |
12,905,807 |
5.42 |
Premier Asset Management |
11,405,000 |
4.79 |
East Riding of Yorkshire |
10,000,000 |
4.20 |
Starwood Property Trust |
9,140,000 |
3.84 |
Smith & Williamson |
8,038,518 |
3.38 |
Reliance Mutual |
7,875,000 |
3.31 |
Directors' Interests in Shares
The Directors' interests in shares are shown below:
Name |
Ordinary Shares at Company's Launch |
Ordinary Shares purchased |
Ordinary Shares at 31 December 2014 |
Stephen Smith |
40,000 |
|
40,000 |
John Whittle |
|
7,000 |
7,000 |
Jonathan Bridel and Spouse |
|
7,000 |
7,000 |
The Directors have adopted a code of Directors' dealings in Ordinary Shares, which is based on the Model Code for Directors' dealings contained in the Listing Rules (the ''Model Code''). The Board is responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors, and review the Model Code on a regular basis.
Events After the Reporting Period
On 23 January 2015, the Maybourne facilities were amended and restated with the effect of increasing the senior financing by £40 million and the mezzanine facilities being reduced by a corresponding amount. This restructure was an alternative to a complete refinancing of the debt and enabled the Group to retain an investment (albeit lower) notwithstanding the improvement in the debt markets since the time of the original transaction. Following the amendments, the Group's participation has been reduced to £11,244,898 and a lower interest rate is now being received. The returns are, however, commensurate with a transaction of this nature.
Since the year end, additional drawdowns of €2,233,117 under the W Hotel, Amsterdam facility, £147,006 under the Aldgate Tower, London facility, £2,042,056 under the Centre Point, London facility and £378,943 under the FC200 London facility have been made. Scheduled amortisation of €35,750 on the Office, Amsterdam facility and £797,389 on the Heron Tower, London facility have been received. In addition, repayments of €2,363,980 from the Retail Portfolio, Finland facility have been received.
IndependentAuditors
The Board of Directors elected to appoint PricewaterhouseCoopers CI LLP as Auditors to the Company at the inaugural meeting of the Company on 22 November 2012. PricewaterhouseCoopers CI LLP has indicated their willingness to continue as Auditors.
Investment Manager and Service Providers
The Investment Manager during the year was Starwood European Finance Partners Limited (the "Investment Manager"), incorporated in Guernsey with registered number 55819 and regulated by the GFSC. The Investment Manager has appointed Starwood Capital Europe Advisers, LLP ("the Investment Adviser"), an English limited liability partnership authorised and regulated by the Financial Conduct Authority ("FCA"), to provide investment advice pursuant to an Investment Advisory Agreement.
The administration of both the Company and Investment Manager was delegated to Ipes (Guernsey) Limited (the"Administrator") during the year.
Discount ManagementStrategy
The Discount Management Strategy, which has three elements, is summarised as follows:
A discount-triggered realisation mechanism that would apply if the Ordinary Shares trade at an average discount of 5 per cent or more during the last six months of the financial year ending 31 December 2017 and would provide for the realisation of up to 75 per cent of the outstanding Ordinary Share capital by means of the orderly realisation over time of the relevant proportion of the Company's assets and related phased distributions of capital to shareholders who make the relevant election;
Save where the discount-triggered realisation mechanism has been activated, a realisation vote by no later than 28 February 2018 to implement a realisation of up to 75 per cent of the outstanding capital on substantially the same basis as described above; and
Share repurchase powers that allow the Company to repurchase Ordinary Shares in the market up to 14.99 per cent of the share capital, subject to annual renewal of the shareholder authority.
Directors' Remuneration Report
Remuneration Policy & Components
The Board endeavours to ensure the remuneration policy reflects and supports the Company's strategic aims and objectives throughout the year under review. Ithas been agreed that, due to the small size and structure of the Company, a separate Remuneration Committee would be inefficient; therefore the Board as a whole is responsible for discussions regarding remuneration. Noexternal remuneration consultants were appointed during the year under review.
As per the Company's Articles of Association, all Directors are entitled to such remuneration as is stated in the Company's Prospectus or as the Company may determine by ordinary resolution; to not exceed the aggregate overall limit of £200,000. Subject to this limit, it is the Company's policy to determine the level of Directors' fees, having regard for the level of fees payable to non-executive Directors in the industry generally, the role that individual Directors fulfil in respect of responsibilities related to the Board, Management Engagement Committee and Audit Committee and the time dedicated by each Director to the Company's affairs. Base fees areset out below.
Base Fees |
2014 £ |
Chairman 45,000 |
|
Audit Committee Chairman 35,000 |
|
Non-Executive Director 32,500 |
|
Total Directors' Fees 112,500 |
As outlined in the Articles of Association, the Directors may also be paid for all reasonable travelling, accommodation and other out-of-pocket expenses properly incurred in the attendance of Board or Committee meetings, general meetings, or meetings with shareholders or debentures of the Company or otherwise in discharge of their duties; and all reasonable expenses properly incurred by them seeking independent professional advice on any matter that concerns them in the furtherance of their duties as Directors of the Company.
No Director has any entitlement to pensions, paid bonuses or performance fees, has been granted share options or been invited to participate in long-term incentive plans. Noloans have been originated by the Company for the benefit of any Director.
None of the Directors has a service contract with the Company. Each of the Directors has entered into a letter of appointment with the Company dated 22 November 2012 subject to re-election every three years thereafter at the Annual General Meetings ("AGM"). Any Director who has served on the Board for longer than nine years will be subject to annual re-election. The Directors do not have any interests in contractual arrangements with the Company or its investments during the year under review, or subsequently. Each appointment can be terminated in accordance with the Company's Articles and without compensation. Asoutlined in the letters of appointment, each appointment can be terminated at the will of both parties with one month's notice either by (i) written resignation; (ii) unauthorised absences from Board meetings for 12 months or more; (iii) written request of theother Directors; or (iv) a resolution of theshareholders.
Directors' and Officers' liability insurance cover is maintained by the Company but isnot considered a benefit in kind nor constitutes a part of the Directors' remuneration. The Company's Articles indemnify each Director, secretary, agent and officer of the Company, former or present, out of assets of the Company in relation to charges, losses, liabilities, damages and expenses incurred during the course of their duties, in so far as the law allows and provided that such indemnity is not available in circumstances of fraud, wilful misconduct or negligence.
Directors' Fees
The Directors received the following fees during the year under review, with a total of £112,500:
Director |
2014 £ |
Stephen Smith 45,000 |
|
John Whittle 35,000 |
|
Jonathan Bridel 32,500 |
|
Aggregate Fees 112,500 |
Corporate Governance Statement
As a regulated Guernsey incorporated company with a Premium Listing on the Official List and admission to trading on the Main Market for Listed Securities of the London Stock Exchange, the Company is required to comply with the principles of theUK Corporate Governance Code dated September 2012 ("UK Code").
As an AIC member, the Board has also considered the principles and recommendations of the AIC Code of Corporate Governance dated February 2013 ("AIC Code") by reference to the AIC Corporate Governance Guide for Investment Companies ("AIC Guide"). The AIC Code addresses all the principles set out in the UK Code, as well as setting out additional principles
and recommendations on issues of specific relevance to the Company. The AIC Code was updated in 2013 to include the new
provisions of the UK Code announced in 2012, and has been endorsed by the Financial Reporting Council as ensuring
investment company Boards fully meet their obligations to the UK Code and LR 9.8.6 of the Listing Rules. Having adopted
the AIC Code with effect from Admission (17 December 2012), the Board has therefore assessed itself, the Committees and performance of the Directors against the parameters and principles outlined within the AIC Code on a regular basis throughout
2014. The Board is of the view that throughout the year ended 31 December 2014, the Company has been fully compliant
with the AIC Code's provisions. Key issues affecting the Company's corporate governance responsibilities, how they are
addressed by the Board and application of the AIC Code are presented below. An explanation is provided in the event that
certain provisions have not been complied with.
Chairman
Appointed to the permanent position of Chairman of the Board on 22 November 2012, Stephen Smith is responsible for leading the Board in all areas, including determination of strategy, organising the Board's business and ensuring the
effectiveness of the Board and individual Directors. He also endeavours to produce an open culture of debate within the Board.
Prior to the Chairman's appointment, a job specification was prepared which included an assessment of the time commitment anticipated for the role. Discussions were undertaken to ensure the Chairman was sufficiently aware of the time needed
for his role, and agreed to upon signature of his letter of appointment. Other significant business commitments of the Chairman were disclosed to the Company prior to appointment to the Board, and were publicly disclosed in the Company's
Prospectus dated 28 November 2012. Any subsequent changes have been declared. Certain of these commitments, and
their subsequent changes, can be identified in his biography on page 19.
The effectiveness and independence of the Chairman is evaluated on an annual basis as part of the Board's performance evaluation; the Audit Committee Chairman is tasked with collating feedback and discussing with the Chairman on behalf of the rest of theBoard.
As per the Company's Articles, all Directors, including the Chairman, must disclose any interest in a transaction that the Board and Committees will approve. To ensure all Board decisions are independent, the said conflicted Director is notentitled to vote in respect of anyarrangement connected to the interested party.
Board
Independenceand Disclosure
The Board and Chairman confirm that they were selected prior to the Company's launch and were able to assume all responsibilities at an early stage, independent of the Investment Manager and Investment Adviser. TheBoard is composed entirely of non-executive Directors, who meet as required without the presence of the Investment Manager or service providers to scrutinise the achievement of agreed goals and objectives, and monitor performance. Through the Audit Committee and the Management Engagement Committee they are able to ascertain the integrity of financial information and confirm that all financial controls and risk management systems are robust, and analyse the performance of the Investment Manager and other service providers on a regular basis.
Following the annual performance evaluation, it was deemed that the Directors had been proven to challenge the Investment Manager throughout the year under review, as minuted and recorded, therefore for the purposes of assessing compliance with the AIC Code, the Board as a whole considers that each Director is independent of the Investment Manager and free from any business or other relationship that could materially interfere with the exercise of his independent judgment. If required, the Board is able to access independent professional advice. The Investment Manager is also requested to declare any potential conflicts surrounding votes, share dealing and soft commissions on an annual basis to the Board to help with the assessment of investments.
Open communication between the Investment Manager and the Board is facilitated by regular Board meetings, to which the Investment Manager is invited to attend and update the Board on the current status of the Company's investments, along with ad hoc meetings as required.
Coming to mutual agreement on all decisions, it was agreed the Board had acted in the best interests of the Company to the extent that, if deemed appropriate that a Director abstain or have his objection noted, it is minuted.
Similar to the process outlined above for the appointment of the Chairman, a job specification was prepared for each Directorship which included an assessment of the time commitment anticipated for the role to ensure each Director wasaware of the time commitment needed for the role. The Directors' other significant business commitments were disclosed to the Company prior to appointment to the Board, and were publicly disclosed in the Company's Prospectus dated 28 November 2012. Any subsequent changes have been declared. Certain of these commitments can be identified in each Director's biography on page 19. Details of the skills and experience provided by each Director can also be found in their biographies, alongside identification of the role each Director currently holds in the Company.
The terms and conditions of appointment for non-executive Directors are outlined in their letters of appointment, andare available for inspection by any person at the Company's registered office during normal business hours and at the AGM for fifteen minutes prior to andduring the meeting.
There is no executive Director function in the Company; all day-to-day functions are outsourced to external service providers.
Development
The Board believes that the Company's Directors should develop their skills and knowledge through participation at relevant courses. The Chairman is responsible for reviewing and discussing the training and development of each Director according to identified needs. Upon appointment, all Directors participate in discussions with the Chairman and other Directors to understand the responsibilities of the Directors, in addition to the Company's business andprocedures. The Company also provides regular opportunities for the Directors to obtain a thorough understanding of the Company's business by regularly meeting members of the senior management team from the Investment Manager, Investment Adviser and other service providers, both in person and by phone.
Balance of the Board and Diversity Policy
It is perceived that the Board is well-balanced, with a wide array of skills, experience and knowledge that ensures it functions correctly and that no single Director may dominate the Board's decisions. Having three Directors appointed ensures that during any transition period, there are at least two Directors to provide stability.
The Board's position on diversity can be seen within the Strategic Report.
All Directors currently sit on all the Committees; each Director also fills one Chairmanship post only.
Annual Performance Evaluation
The Board's balance is reviewed on a regular basis as part of a performance evaluation review. Using a pre - determined template based on the AIC Code's provisions as a basis for review, the Board undertook an evaluation of its performance, in addition, an evaluation focusing on individual commitment, performance and contribution of each Director was conducted. The Chairman then met with each Director to fully understand their views of the Company's strengths andto identify potential weaknesses. If appropriate, new members are proposed to resolve the perceived issues, or a resignation sought. Following discussions and review of the Chairman's evaluation by the other Directors, the Audit Committee Chairman reviewed the Chairman's performance. Training and development needs are identified as part of this process, thereby ensuring that all Directors are able to discharge their duties effectively.
Given the Company's size and the structure of the Board, no external facilitator or independent third party was usedin the performance evaluation.
Re-election and Board Tenure
There is currently no Nominations Committee for the Company as it is deemed that the size, composition and structure of the Company would mean the process would be inefficient and counter-productive. The Board therefore undertakes a thorough process of reviewing the skill set of the individual Directors, and proposes new, or renewal of current, appointments to the Board.
Each Director is required to be elected by shareholders at the Annual General Meeting following his appointment by the Board, and to be re-elected once every three years thereafter. Mr Whittle is therefore submitting himself for re-election at the AGM on 8 May 2015. Any Director who has served on the Board for more than nine years is required to submit himself for re-election annually.
The Audit Committee Members and Chairman of the Board confirm that Mr Whittle has proven his ability to fulfil alllegal responsibilities and to provide effective independent judgment on issues of strategy, performance, resources and conduct. The Board therefore has no hesitation in recommending to Shareholders that Mr Whittle be re-elected.
Appointment Process
As no new Director has been appointed since the Company's launch and the Board believes there is no gap that currently needs to be filled, no appointment process has been formalised. Itis anticipated, however, that the process will involve identifying gaps and needs in the Board's composition, then reviewing the skill set of potential candidates. For renewal of current appointments, all Directors except the individual in question are entitled to vote at the meeting. Similarly, no new nominations have been made for the role of Chairman of the Board since prior to launch.
Board and Committees
Board
Matters reserved for the Board include review of the Company's overall strategy and business plans; approval of the Company's half-yearly and annual report; review and approval of any alteration to the Group's accounting policies or practices and valuation of investments; approval of any alteration to the Company's capital structure; approval of dividend policy; appointments to the Board and constitution of Board Committees; observation of relevant legislation and regulatory requirements; and performance review of key service providers. The Board also retains ultimate responsibility for Committee decisions; every Committee is required
to refer to the Board, who will make the final decision.
Terms of reference that contain a formal schedule of matters reserved forthe Board of Directors and its duly authorised Committee for decision has been approved and can be reviewed at the Company's registered office.
The meeting attendance record is displayed within the Corporate Governance statement. The Company Secretary acts as the secretary to the Board.
Audit Committee
The Board has established an Audit Committee composed of all the independent members of the Board. The Chairman of the Board is included as a Committee member to enable a full understanding of the issues facing the Company, but cannot be Audit Committee Chairman. The Audit Committee, its membership andits terms of reference are kept under regular review by the Board, and it is perceived all members have sufficient financial skills and experience. John Whittle is Audit Committee Chairman.
The Audit Committee met three times during 2014 (2013: twice); the meeting attendance record is displayed on page 28. The Company Secretary acts as the secretary to the Audit Committee.
Owing to the size and structure of the Company, there is no internal audit function. The Audit Committee has reviewed the need for an internal audit function, and perceived that the internal financial and operating control systems in place within the Company and its service providers, as evidenced by the internal control reports provided by the Administrator, give sufficient assurance that a sound system of internal control is maintained that safeguards shareholders' investment and Company assets.
The Audit Committee is intended to assist the Board in discharging its responsibilities for the integrity of the Company's financial statements, as well as aiding the assessment of the Company's internal control effectiveness and objectivity of the external Auditors. Furtherinformation on the Audit Committee's responsibilities is given in the report ofthe Audit Committee.
Formal terms of reference for the Audit Committee are available at the registered office, and are reviewed on a regular basis.
Management Engagement Committee
The Company has established a Management Engagement Committee which comprises all the Directors, with Jonathan Bridel as the Chairman of the Committee. The Management Engagement Committee's main function is to review and make recommendations on any proposed amendment to the Investment Management Agreement and keep under review the performance of the Investment Manager; and undertake an assessment of the Investment Manager's scope and responsibilities as outlined in the service agreement and prospectus on a formal basis every year. Discussions on Investment Manager performance are also conducted regularly throughout the year by the Board. Reviews of engagements with other service providers to ensure all parties are operating satisfactorily are also undertaken by the Management Engagement Committee so as to ensure thesafe and accuratemanagement and administration of the Company's affairs and business and that they are competitive and reasonable for shareholders.
Formal terms of reference for the Management Engagement Committee are available at the registered office, and are reviewed on a regular basis.
The Management Engagement Committee met once during 2014 (2013: once); themeeting attendance record is displayed in the table below. The Company Secretary acts as the secretary to the Management Engagement Committee.
Board and Committee Meeting Attendance
Individual attendance at Board and Committee meetings is set out below:
|
Scheduled Board |
Ad hoc Board1 |
Audit Committee |
Management Engagement Committee |
Stephen Smith1 |
4 |
|
3 |
1 |
John Whittle |
4 |
3 |
3 |
1 |
Jonathan Bridel |
4 |
3 |
3 |
1 |
Total Meetings for year |
4 |
3 |
3 |
1 |
1The ad hoc Board meetings are convened at short notice to deal with administrative matters. It is not therefore always logistically feasible, or a necessity, for the Chairman of the Board to attend such meetings.
In addition to the scheduled quarterly and additional offshore ad hoc meetings, the Directors and the Investment Manager have been provided with a number of telephone and face to face investment briefings by the Investment Adviser in order to keep the Directors and the Investment Manager fully appraised and up to date with the current investment status and progress.
Board Remuneration
As outlined in the Prospectus, Directors are paid in accordance with agreed principles aimed at focusing on long-term performance of the Company. Further information can be found in the Directors' Remuneration Report
Company Secretary
Reports and papers, containing relevant, concise and clear information, are provided to the Board and Committees in a timely manner to enable review and consideration prior to both scheduled and ad-hoc specific meetings. This ensures that Directors are capable of contributing to, and validating, the development of Company strategy and management. The regular reports also provide information that enables scrutiny of the Company's Investment Manager and other service providers' performance. When required, the Board has sought further clarification of matters with the Investment Manager and other service providers, both by means of further reports and in-depth discussions, in order to make more informed decisions for the Company.
Under the direction of the Chairman, the Company Secretary facilitates the flow of information between the Board, Committees, Investment Manager and other service providers through the development of comprehensive, detailed meeting packs, agendas and other media. These are circulated to the Board and other attendees in sufficient time to review the data.
Full access to the advice and services of the Company Secretary is available to the Board; in turn, the Company Secretary is responsible for advising on all governance matters through the Chairman. The Articles and schedule of matters reserved for the Board indicate the appointment and resignation of the Company Secretary is an item reserved for the full Board. A review of the performance of the Company Secretary is undertaken by the Board on a regular basis.
Financial and Business Information
An explanation of the Directors' role and responsibility in preparing the Annual Report and Accounts for the year ended 31 December 2014 is provided in the Statement of Directors' Responsibilities.
For the purposes solely of the audit of the financial statements, the Auditors have reviewed the Company's compliance with the AIC Code's provisions, the UK Listing Authority's Listing Rules and other applicable rules of the Financial Conduct Authority as reported within the Independent Auditors' Report. This is in compliance with International Standards on Auditing ("ISAs").
Further information enabling shareholders to assess the Company's performance, business model and strategy canbe sourced in the Chairman's Statement, the Strategic Report andthe Report of the Directors.
Going Concern
The consolidated financial statements includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives, details of financial instruments and exposure to credit risk and liquidity risk. The Directors have undertaken a rigorous review of the Group's ability to continue as a going concern including reviewing the on-going cash flows and the level of cash balances and available liquidity facilities as of the reporting date as well as taking forecasts of future cash flows into consideration.
The Group currently has sufficient cash to manage any liquidity issues. In addition, the Group has theability to borrow up to 20 per cent of NAV in order to manage any liquidity issues that may arise. The Company has arranged a revolving credit facility with a major UK clearing bank in the sum of £50 million. This is currently undrawn.
After making enquiries of the Investment Manager and the Administrator, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Board is therefore of the opinion that the going concern basis should be adopted in the preparation of the Consolidated Financial Statements. Furthermore, asper the Prospectus, the Company is subject to a five year realisation vote on theOrdinary Shares redeemable at no parvalue.
Risk Management and Risk Control
The Board is required annually to review the effectiveness of the Company's key internal controls such as financial, operational and compliance controls and risk management. The controls are designed to ensure that the risk of failure to achieve business objectives is minimised, andare intended to provide reasonable assurance against material misstatement or loss. This is not absolute assurance that all risks are eliminated. Through regular meetings and meetings of the Audit Committee, the Board seeks to maintain full and effective control over all strategic, financial, regulatory and operational issues. The Board maintains an organisational and committee structure with clearly defined lines of responsibility and delegation of authorities.
As part of the compilation of the risk register for the Company, appropriate consideration has been given to the relevant control processes and that risk is considered, assessed and managed as an integral part of the business. The Company's system of internal control includes inter alia the overall control exercise, procedures for the identification and evaluation of business risk, the control procedures themselves and the review of these internal controls by the Audit Committee on behalf of the Board. Each of these elements that make up the Company's system of internal financial and operating control is explained in further detail as follows:
(i) Control Environment
The Company is ultimately dependent upon the quality and integrity of the staff and management of its Investment Manager, its Investment Adviser and its Fund Administration & Company Secretarial service provider, Ipes (Guernsey) Limited. In each case, qualified and able individuals have been selected at all levels. The staff of both the Investment Manager and Administrator, are aware of the internal controls relevant to their activities and are also collectively accountable for the operation of those controls. Appropriate segregation and delegation of duties is inplace.
The Audit Committee undertakes a review of the Company's internal financial and operating controls on a regular basis. The Auditors of the Company, PricewaterhouseCoopers CI LLP, considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design their audit procedures, but not for the purpose of expressing an audit opinion on the effectiveness of the Company's internal controls.
In its role as a third-party fund administration services provider, the Ipes Group, of which Ipes (Guernsey) Limited is a part, producesan annual AAF 01/06 Assurance Report on the internal control procedures in place within the Ipes Group, and this is subject to review by the Audit Committee and the Board.
(ii) Identification and Evaluation of Business Risks
Another key business risk is the performance of the Company's investments. This is managed by the Investment Manager, which undertakes regular analysis and reporting of business risks in relation to the loan portfolio, and then proposes appropriate courses of action to the Board for their review.
(iii) Key Procedures
In addition to the above, the Audit Committee's key procedures include a comprehensive system for reporting financial results to the Board regularly, as well as quarterly impairment reviews of loans (including reports on the underlying investment performance).
Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company's system is designed to assist the Directors in obtaining reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The Company, given its size, doesnot have an internal audit function. Itis the view of the Board that the controls in relation to the Company's operating, accounting, compliance and IT risks performed robustly throughout the year. In addition, all have been in full compliance with the Company's policies and external regulations, including:
· Investment policy, as outlined in the IPO documentation, and subsequently amended by EGM's held on 2 May 2014 and 9 March 2015;
· Personal Account Dealing, as outlined in the Model Code;
· Whistleblowing Policy;
· Anti-Bribery Policy;
· Applicable Financial Conduct Authority Regulations;
· Listing Rules, and Disclosure and Transparency Rules;
· Treatment and handling of confidential information;
· Conflicts of interest;
· Compliance policies; and
· Anti-MoneyLaundering Regulations.
There were no protected disclosures made pursuant to the Company's whistleblowing policy, or that of service providers in relation to the Company, during the year to 31 December 2014.
In summary, the Board considers that the Company's existing internal financial and operating controls, coupled with the analysis of risks inherent in the business models of the Company and its subsidiaries, continue to provide appropriate tools for the Company to monitor, evaluate and mitigate its risks.
Dialogue with Shareholders
The Directors place a great deal of importance on communication with shareholders. The Company's Chairman, Investment Manager and the Brokers, Jefferies International Limited and Dexion Capital plc, aim to meet with large shareholders at least annually, together with the Investment Adviser, and calls are undertaken on a regular basis with shareholders. The Board also receives regular reports from the Brokers on shareholder issues. Publications such as the Annual Report and Financial Statements and quarterly factsheets are reviewed and approved by the Board prior to circulation, and are widely distributed to other parties who have an interest in the Company's performance, and are available on the Company's website.
All Directors are available for discussions with the shareholders, in particular the Chairman and the Audit
Committee Chairman, as and when required.
Constructive use of AGM
The Notice of AGM is sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board or Investment Manager, either formally at the Company's AGM, informally following the meeting, or in writing at any time during the year via the Company Secretary. The Company Secretary is also available to answer general shareholder queries at any time throughout the year.
Report of the Audit Committee
The Board is supported by the Audit Committee, which comprised all the Directors during the year under review (including the Chairman of the Board, to enable his greater understanding of the issues facing the Company). The Board has considered the composition of the Audit Committee and are satisfied it has sufficient recent and relevant skills and experience.
Role and Responsibilities
The primary role and responsibilities of the Audit Committee are outlined in the Audit Committee's terms of
reference, available at the registered office, including:
· Monitoring the integrity of the financial statements of the Company and any formal announcements relating to the Company's financial performance, and reviewing significant financial reporting judgements contained within said statements and announcements;
· Reviewing the Company's internal financial controls, and the Company's internal control and risk management systems;
· Monitoring the need for an internal audit function annually;
· Monitoring and reviewing the independence, objectivity and effectiveness of the external Auditors, taking into consideration relevant regulatory and professional requirements;
· Making recommendations to the Board in relation to the appointment, re-appointment and removal of the external Auditors and approving their remuneration and terms of engagement, which in turn can be placed before the shareholders for their approval at the AGM;
· Development and implementation of the Company's policy on the provision of non-audit services by the external Auditors, as appropriate;
· Reviewing the arrangements in place to enable Directors and staff of service providers to, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters insofar as they mayaffect the Company;
· Providing advice to the Board on whether the annual financial statements, taken as a whole, are fair, balanced and understandable andprovide the information necessary for shareholders to assess the Company's performance, business model and strategy; and
· Reporting to the Board on how the Committee discharged all relevant responsibilities at each Board meeting.
The Committee met three times during the year under review. The main matters discussed at those meetings were:
· Approval of the 2013 Annual Accounts and discussion of Final Audit Findings document;
· Detailed review of the Half Year Report and Accounts and recommendation for approval by the Board;
· Discussion of reports from the external Auditors following their interim and annual reviews;
· Review and approval of the annual audit plan of the external Auditors;
· Discussion and approval of the fee for the external Audit;
· Review and approval of the interim review plan of the external Auditors;
· Assessment of theeffectiveness of the Auditors as described below;
· Assessment of theindependence of the external Auditors;
· Review of the Company's key risks and internal controls; and
· Consideration of the 2012 UK Corporate Governance Code, Guidance on Audit Committees and other regulatory guidelines, and the subsequent impact upon the Company.
The Committee has also reviewed and considered the whistleblowing policy in place for the Administrator and other service providers, and is satisfied the relevant staff can raise concerns in confidence about possible improprieties in matters of financial reporting or other matters insofar as they may affect the Company.
The Committee has also made arrangements to carry out a review of internal controls within the major service providers during 2015.
Significant Issues in Relation to the Financial Statements
During the year, the Audit Committee identified a number of significant issues in respect of the Annual Report and Financial Statements. The Audit Committee reviewed the external audit plan at an early stage and concluded that the appropriate areas of audit risk relevant to the Company had been identified and that suitable audit procedures had been put in place to obtain reasonable assurance that the Accounts as a whole would be free of material misstatements. Thetable on page 33 sets out the Audit Committee's view of the key areas of risk and how they have addressed the issues.
Significant Issue
Recoverability and impairment to thecarrying values of loan investments
Actions to Address Issue
The Audit Committee reviews the investment process of the Investment Manager and Investment Adviser including the controls in place around deal sourcing, investment analysis, due diligence and the role of the Investment Adviser's investment committee and the Investment Manager's Board. The Audit Committee also reviews the controls in place around the effective interest loan models and is notified regularly by the Investment Manager of any changes to underlying assumptions made in theloan models. The Audit Committee receives regular updates on the performance of each loan and discusses whether there are any indicators of impairment with the Investment Manager and Investment Adviser. Formal, detailed impairment reviews are also prepared by the Investment Adviser and Investment Manager which are reviewed at each Audit Committee meeting and the Audit Committee considers whether thereare any indicators of impairment.
Significant Issue
Accounting treatment of loans syndicated during the period
Actions to Address Issue
During the period the Company syndicated two loans (FC200, London and Industrial Portfolio, Netherlands). The Audit Committee discussed the substance of the two transactions with the Investment Manager and Investment Adviser and confirmed that substantially allof the risks and rewards of ownership of the syndicated loans had been transferred to the new lenders on each loan and confirmed that the appropriate accounting treatment would be to derecognise the syndicated portion of each loan from the financial statements. This accounting treatment has been adopted for the loans syndicated during the period.
The Audit Committee also confirmed that the transaction costs of the syndication had been appropriately recognised in the Consolidated Statement of Comprehensive Income when incurred.
Review of ExternalAudit Process Effectiveness
The Audit Committee communicated regularly with the Investment Manager, Investment Adviser and Administrator to obtain a good understanding of the progress and efficiency of the audit process. Similarly, feedback in relation to the efficacy of the Investment Manager, Investment Adviser and other service providers inperforming their relevant roles was sought from relevant involved parties, including the audit partner and team. The external Auditor is invited to attend the Audit Committee meetings at which the semi-annual and annual accounts are considered, also enabling the Auditors to meet and discuss any matters with the Audit Committee without the presence of the Investment Manager or the Administrator.
During the year, the Audit Committee reviewed the external Auditors' performance, considering a wide variety of factors including:
· The quality of service, the Auditors' specialist expertise, the level of audit fee, identification and resolution
· of any areas of accounting judgement, and quality and timeliness of papers analysing these judgements;
· Review of the audit plan presented by the Auditors, and when tabled, the final audit findings report;
· Meeting with the Auditors regularly to discuss the various papers and reports in detail;
· Furthermore, interviews of appropriate staff in the Investment Manager, Investment Adviser and Administrator to receive feedback on the effectiveness of the audit process from their perspective; and
· Compilation of a checklist with which to provide a means to objectively assess the Auditors' performance.
The Audit Committee is satisfied with the Auditors' effectiveness, and therefore does not consider it necessary to require the Auditors to tender for the audit work.
Auditors' Tenure and Objectivity
The Company hasdeveloped an audit tender policy which the Board will re-consider after five years from the appointment date of the current Auditor. A review of policy will therefore occur in the second half of 2017, subject to regular reviews by the Board and shareholder approval.
The Company's current Auditors, PricewaterhouseCoopers CI LLP, have acted in this capacity since the Company's inaugural meeting on 22 November 2012. The Committee reviews the Auditors' performance on a regular basis to ensure the Company receives an optimal service. Subject to annual appointment by shareholder approval at the AGM, the appointment of the Auditor is formally reviewed by the Audit Committee on an annual basis. The Auditors are required to rotate the audit partner every five years, and the current partner has been in place since the Company's launch.
PricewaterhouseCoopers CI LLP regularly updates the Audit Committee on the rotation of audit partners, staff, level of fees, details of any relationships between the Auditors, the Company and its loan portfolio, and also provides overall confirmation of its independence and objectivity. There are no contractual obligations that restrict the Company's choice of Auditors.
The Auditors did not provide the Company with any non-audit services during the year under review. Any non- audit work would be reviewed by the Audit Committee and approved by the Audit Committee Chairman prior to theAuditors undertaking any work, if the fees are over £12,500. This threshold is reviewed periodically to ensure it is set at an appropriate value.
As a result of its review, the Audit Committee is satisfied that PricewaterhouseCoopers CI LLP is independent of the Company, the Investment Manager and other service providers and recommends the continuing appointment of the Auditors by the Board.
Conclusions in Respect of the Financial Statements
The production and the audit of the Company's Annual Report and Financial Statements is a comprehensive process requiring input from a number of different contributors. In order to reach a conclusion on whether the Company's financial statements are fair, balanced and understandable, as required under the UK Code and the AICCode, the Board has requested that the Audit Committee advise on whether it considers that the Annual Report and Financial Statements fulfils these requirements. Inoutlining its advice, the Audit Committee has considered the following:
· The comprehensive documentation that is in place outlining the controls in place for the production of the Annual Report, including the verification processes in place to confirm the factual content;
· The detailed reviews undertaken at various stages of the production process by the Investment Manager, Investment Adviser, Administrator, Auditors and the Audit Committee that are intended to ensure consistency and overall balance;
· Controls enforced by the Investment Manager, Investment Adviser, Administrator and other third party service providers to ensure complete and accurate financial records and security of the Company's assets; and
· The existence and content of a satisfactory control report produced by the Ipes Group that has been reviewed and reported upon by the Administrator's external Auditors to verify the effectiveness of the internal controls of the Administrator, such as the Audit and Assurance Faculty (AAF) Report.
As a result of the work performed, the Committee has concluded and reported to the Board that the Annual Report for the year ended 31 December 2014, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model andstrategy. The Board's conclusions in this respect are set out in the Statement of Directors' Responsibilities
Statement of Directors' Responsibilities
The Directors are responsible for preparing financial statements for each financial year which give a true and fair view, in accordance with applicable laws and regulations, of the state of affairs of the Company and of the profit and loss of the Company for that year.
Company law requires the Directors to prepare financial statements for each financial year. The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). In preparing the financial statements, the Directors are required to:
· Select suitable accounting policies and apply them consistently;
· Make judgments and estimates that are reasonable and prudent;
· State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
· Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The maintenance and integrity of the Company's website is the responsibility of the Directors; the work conducted by the Auditors does not involve consideration of the maintenance andintegrity of the website and, accordingly, the Auditors accept no responsibility for any changes that may have occurred to the financial statements since they are initially presented on the website. Legislation in Guernsey governing the preparation anddissemination of financial statements may differ from legislation in other jurisdictions.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with The Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Company and the Group andhence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Each of the Directors confirms that, to the best of their knowledge:
· They have complied with the above requirements in preparing the financial statements;
· There is no relevant audit information of which the Company's Auditors are unaware;
· All Directors have taken the necessary steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the Auditors are aware of said information;
· The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
· The Chairman's Statement, Strategic Report, Investment Manager's Report, Report of the Directors and Corporate Governance Statement include a fair review of the development and the position of the Company and the Group, together with a description of the principal risks and uncertainties that they face.
The UK Code, as adopted through the AIC Code by the Company, also requires Directors to ensure that the Annual Report and Financial Statements are fair, balanced and understandable. In order to reach a conclusion on this matter, the Board has requested that the Audit Committee advise on whether it considers that the Annual Report and Financial Statements fulfill these requirements. The process by which the Committee has reached these conclusions is set out in the report of the Audit Committee. Furthermore, the Board believes that the disclosures set out withinthe Annual Report provide the information necessary for shareholders to assess the Company's performance, business model and strategy.
Having taken into account all the matters considered by the Board and brought to the attention of the Board during the year ended 31 December 2014,as outlined in the Corporate Governance Statement, Strategic Report and the Report of the Audit Committee, theBoard has concluded that the Annual Report and Financial Statements for the year ended 31 December 2014, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model andstrategy.
Independent Auditors' Report to the Members of Starwood European Real Estate Finance Limited
Report on the Financial Statements
We have audited the accompanying consolidated financial statements (the ''financial statements'') of Starwood European Real Estate Finance Limitedwhich comprise the consolidated Statementof Financial Positionas of 31 December 2014 and the consolidated Statement of Comprehensive Income, the consolidated Statement of Changes in Equity and the consolidated Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information.
Directors' Responsibility for the Financial Statements
The Directors are responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial ReportingStandards as adopted by the European Union and with the requirements of Guernseylaw. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit in accordance with International Standards on Auditing. ThoseStandards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from materialmisstatement.
An audit involves performingprocedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selecteddepend on the Auditors' judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, the Auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believethat the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view ofthe financial position of the Group as of 31 December 2014, and of the financialperformance and cash flows of the Group for the year then ended in accordance with International FinancialReporting Standards as adopted by the EuropeanUnion and have beenproperly prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.
Report on other Legaland Regulatory Requirements
We read the other information contained in the AnnualReport and considerthe implications for our reportif we become aware of any apparentmisstatements or material inconsistencies with the financial statements. The otherinformation comprises the other itemslisted in the Index to the AnnualReport.
In our opinion:
· the information given in the Report of the Directors is consistent with the financial statements; and
· the information given in the CorporateGovernance Statement with respect to internal control and risk management systemsis consistent with the financial statements.
This report,including the opinion,has been prepared for and only for the Company's members as a body in accordance with Section 262 of The Companies(Guernsey) Law, 2008 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom thisreport is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Matters on which we are requiredto Report by Exception
We have nothing to report in respect of the followingmatters which we are required to review under the Listing Rules:
· the Directors' statement in relation to going concern;
· the part of the Corporate Governance Statement relating to the Company'scompliance with the ten provisions of the UK Corporate Governance Code specified for our review;and
· certain elementsof the report to shareholders by the Boardon Directors' remuneration.
Other Matter
As explained within the notes to the financial statements, in addition to our responsibility to audit and express an opinion on the financial statements in accordance with International Standardson Auditing and Guernseylaw we have been requested by the Directorsto express an opinion on the financialstatements in accordance with auditing standards generally accepted in the United States of America as issued by the AICPA, in order to meet the requirements of Rule 206(4)-2 under the Investment Advisors Act (the "Custody Rule").We have reported separately in this respect
We have audited the accompanying consolidated financial statements of Starwood EuropeanReal Estate Finance Limited and its subsidiaries (the "Group"), which comprise the consolidated Statement of Financial Position as of 31 December2014 and the consolidated Statement of Comprehensive Income,the consolidated Statement of Changes in Equity and the consolidated Statement of Cash Flows for the year then ended.
Management's Responsibility for the Consolidated Financial Statements
Management is responsible for thepreparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financialstatements that are free from material misstatement, whether due to fraudor error.
Auditors' Responsibility
Our responsibility is to express an opinion on the consolidated financialstatements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whetherthe consolidated financial statements are free from material misstatement.
An audit involves performingprocedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selecteddepend on our judgment, includingthe assessment of the risks of material misstatement of the consolidated financial statements, whetherdue to fraud or error. Inmaking those risk assessments, we consider internalcontrol relevant to the Company's preparation and fair presentation of the consolidated financial statementsin order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internalcontrol. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtainedis sufficient and appropriate to providea basis for our audit opinion.
Opinion
In our opinion, the consolidated financialstatements referred to above present fairly, in all materialrespects, the financial position of Starwood European Real Estate Finance Limited and its subsidiaries at 31 December 2014, and the results of their operations, changes in their net assets, and their cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EuropeanUnion.
Other Matters
Our audit was conducted for the purpose of forming an opinionon the consolidated financial statements taken as a whole. The other items listed in the Index to the Annual Report are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. The information is the responsibility of managementand was derived from and relates directly to the underlying accounting and other records used to preparethe consolidated financialstatements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statementsand certain additional procedures, includingcomparing and reconciling such information directlyto the underlying accounting and otherrecords used to prepare the consolidated financialstatements or to the consolidated financial statements themselves and other additional procedures, in accordance with auditing standardsgenerally accepted in the United States of America. In our opinion, the information is fairly stated, in all materialrespects, in relationto the consolidated financial statements taken as a whole.
Consolidated Statement of Comprehensive Income for the year ended 31 December 2014
|
|
1 January 2014 to 31 December 2014 |
9 November 2012 to 31 December 2013 |
|
Notes |
£ |
£ |
Income Income from loans advanced |
|
16,050,220 |
5,336,230 |
Income from cash and cash equivalents |
|
130,311 |
635,797 |
Total income from investments |
|
16,180,531 |
5,972,027 |
|
|
|
|
Expenses Investment management fees |
3(a) |
1,528,333 |
417,951 |
Directors' fees and travel expenses |
4 |
115,283 |
132,267 |
Administration fees |
3(c) |
220,999 |
225,071 |
Auditors' fees |
5 |
157,619 |
88,150 |
Broker's fees |
3(e) |
97,736 |
104,110 |
Legal and professional fees |
|
112,691 |
130,341 |
Insurance |
|
60,564 |
61,205 |
Net foreign exchange (gains) / losses |
6 |
(881,125) |
639,461 |
Revolving credit facility fees amortised |
|
16,990 |
- |
Revolving credit facility commitment fees |
|
25,278 |
- |
Other expenses |
|
80,344 |
86,656 |
Total operating expenses |
|
1,534,712 |
1,885,212 |
Operating profit for the year before tax |
|
14,645,819 |
4,086,815 |
Taxation |
20 |
2,662 |
2,718 |
Operating profit for the year and total comprehensive income |
|
14,643,157 |
4,084,097 |
Weighted average number of shares in issue |
7 |
238,100,000 |
235,655,145 |
Basic and diluted earnings per Ordinary Share (pence) |
7 |
6.15 |
1.73 |
Consolidated Statement of Financial Position for the year ended 31 December 2014
|
|
As at 31 December 2014 |
As at 31 December 2013 |
Assets Cash and cash equivalents |
8 |
13,172,978 |
79,706,084 |
Other receivables and prepayments |
9 |
31,962 |
287,470 |
Revolving credit facility capitalised cost |
10 |
443,010 |
- |
Loans advanced |
11 |
220,954,400 |
156,381,277 |
Financial assets at fair value through profit and loss |
12 |
5,023,584 |
87,180 |
Total assets |
|
239,625,934 |
236,462,011 |
Liabilities Trade and other payables |
13 |
1,341,518 |
439,552 |
Total liabilities |
|
1,341,518 |
439,552 |
Net assets |
|
238,284,416 |
236,022,459 |
|
|
|
|
Capital and reserves Share capital |
15 |
233,843,162 |
233,843,162 |
Retained earnings |
|
4,441,254 |
2,179,297 |
Total equity |
|
238,284,416 |
236,022,459 |
|
|
|
|
Number of Ordinary Shares in issue |
|
238,100,000 |
238,100,000 |
Net asset value per Ordinary Share (pence) |
|
100.08 |
99.13 |
Consolidated Statement Changes of Equity for the year ended 31 December 2014
Year ended 31 December 2014
|
Share Capital |
Retained earnings |
Total equity |
|
£ |
£ |
£ |
Balance at 1 January 2014 |
233,843,162 |
2,179,297 |
236,022,459 |
Dividends paid |
- |
(12,381,200) |
(12,381,200) |
Operating profit and total comprehensive income |
- |
14,643,157 |
14,643,157 |
Balance at 31 December 2014 |
233,843,162 |
4,441,254 |
238,284,416 |
Period ended 31 December 2013
|
Share Capital |
Retained earnings |
Total equity |
Balance at 9 November 2012 |
£ |
£ |
£ |
Issue of share capital |
238,509,000 |
|
238,509,000 |
Cost of issues |
(4,665,838) |
|
(4,665,838) |
Dividends paid |
|
(1,904,800) |
(1,904,800) |
Operating profit and total comprehensive income |
|
4,084,097 |
4,084,097 |
Balance at 31 December 2013 |
233,843,162 |
2,179,297 |
236,022,459 |
Consolidated Statement of Cash Flows For the year ended 31 December 2014
|
1 January 2014 to 31 December 2014 £ |
9 November 2012 to 31 December 2013 £ |
Operating activities: Operating profit for the year/period and total comprehensive income |
14,643,157 |
4,084,097 |
Adjustments |
|
|
Loan effective interest income |
(16,050,220) |
(5,336,230) |
Interest income earned on cash and cash equivalents |
(130,311) |
(635,797) |
Decrease/(Increase) in prepayments and receivables |
246,776 |
(287,470) |
Increase in trade and other payables |
197,394 |
439,552 |
Net gain on financial instruments held at fair value through profit and loss |
(4,936,404) |
(87,180) |
Net foreign exchange losses |
3,689,527 |
726,641 |
Other non-cash items |
(188,247) |
205,237 |
|
(2,528,328) |
(891,150) |
Loans advanced 1 |
(115,070,574) |
(152,864,924) |
Loans repaid |
49,981,644 |
- |
Origination fees paid |
(646,574) |
(1,171,890) |
Origination expenses paid |
(5,454) |
(75,413) |
Interest, commitment and exit fee income from loans advanced |
14,468,574 |
2,140,736 |
Syndication expenses paid |
(180,690) |
- |
Net cash outflow from operating activities |
(53,981,402 |
(152,862,641) |
Cash flows from investing activities Interest income from cash and cash equivalents |
139,043 |
627,065 |
Net cash outflow from investing activities |
139,043 |
627,065 |
Cash flows from investing activities Net share issue proceeds received 2 |
- |
234,878,549 |
Cost of share issues |
- |
(1,035,387) |
Revolving credit facility cost paid |
(315,064) |
- |
Dividends paid |
(12,381,200) |
(1,904,800) |
Net cash (outflow)/inflow from financing activities |
(12,696,264) |
231,938,362 |
Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the start of the year / period |
(66,538,623) 79,706,084 |
79,702,786 - |
Net foreign exchange (loss)/gain on cash and cash equivalents |
5,517 |
3,298 |
Cash and cash equivalents at the end of the year / period |
13,172,978 |
79,706,084 |
1 Net of arrangement fees of £ 2,184,680 (2013:£ 1,674,212) withheld.
2 Gross shareproceeds net of fees and expenses of £ nil (2013: £ 3,630,451) withheldby Brokers.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2014
1. GeneralInformation
Starwood EuropeanReal Estate Finance Limited("the Company") was incorporated with limited liabilityin Guernsey under the Companies (Guernsey) Law, 2008, as amended, on 9 November 2012 with registered number 55836, and has been authorised by the GFSC as an authorised closed-ended investment company. The registered office and principalplace of business of the Company is 1,Royal Plaza, Royal Avenue,St Peter Port, Guernsey, ChannelIslands, GY1 2HL.
On 12 December 2012, the Companyannounced the resultsof its IPO, which raisednet proceeds of £223.9 million. The Company'sOrdinary Shares were admitted to the premium segment of the UK Listing Authority's Official List and to tradingon the Main Market of the LondonStock Exchange as part of its IPO which completed on 17 December 2012. A further£9.9 million of net proceeds was raised via tap issues throughout the period ended 31 December 2013. No tap issues occuredduring the year ended 31 December 2014.
The consolidated financial statementscomprise the financialstatements of the Company, Starfin Public GP Limited (the "GP"), StarfinPublic LP (the "Partnership") and Starfin Lux S.à.r.l ("Luxco")(together "the Group") as at 31 December 2014.
The Company's investment objective is to provideits shareholders with regular dividendsand an attractive total return while limiting downsiderisk, through the origination, execution, acquisition and servicing of a diversified portfolio of real estate debt investments (including debt instruments) in the UK and wider European Union's internal market.To pursue its investment objective, the Company, through the Partnership, invests in the Luxco through both equity and profit participation instruments or other funding instruments. The Luxco then grants or acquire loans (or other debt instruments) to borrowers in accordance with the Group's investment policy. Some investments may be made via specialpurpose vehicles wholly owned by the Luxco or the Company.The Group expects all of its investments to be debt obligations of corporate entities domiciledor with significant operations in the United Kingdom and wider European Union's internal
market.
The Companyhas appointed Starwood European FinancePartners Limited as the Investment Manager ("the Investment Manager"), a company incorporated in Guernsey and regulatedby the GFSC. The Investment Manager has appointed Starwood Capital Europe Advisers, LLP ("the Investment Adviser"), an English limitedliability partnership authorised and regulated by the FinancialConduct Authority, to provide investment advice pursuantto an Investment Advisory Agreement. The administration of the Company is delegated to Ipes (Guernsey) Limited("the Administrator").
Basis of Preparation and Principal Accounting Policies
The principalaccounting policies appliedin the preparation of these financial statements are set out below. These policies have been consistently applied to the year presented, unless otherwise stated.
a) Statementof compliance
The Companyhas prepared its consolidated financial statements in accordance with The Companies (Guernsey) Law, 2008 (as amended) and International Financial Reporting Standards as adopted by the European Union ("IFRS"),which comprise standardsand interpretations approvedby the International Accounting Standards Boards ("IASB") togetherwith the interpretations of the IFRS Interpretations Committee ("IFRIC") as approved by the International Accounting StandardsCommittee ("IASC") which remain in effect. The Directors of the Company have taken the exemptionin Section 244 of The Companies (Guernsey) Law, 2008 (as amended)and have thereforeelected to only prepare consolidated financial statements for the year.
2. Basis of Preparation and Principal Accounting Policies (CONTINUED)
Standards, Amendments and Interpretations in issue and effective on or after 1 January2014:
New standards |
Effective date |
IFRS 9 Financial Instruments - Classifications and Measurement |
1 January 2018 |
IFRS 15 Financial Instruments - Revenue from Contracts from Customers |
1 January 2017
|
Revised and amended standards |
|
IAS 32 Financial Instruments - Presentation (amendment on offsetting financial assets and liabilities) |
1 January 2014 |
Unless statedotherwise the Directors do not considerthe changes will have a material impact.
b) Basis of preparation
These consolidated financial statements have been preparedon a going concern basis and under the historical cost convention as modified by the revaluation of certain assets and liabilities to fair value.
Critical accounting judgments and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requiresthe use of certain critical accounting estimates. It also requiresmanagement to exerciseits judgment in the process of applying the Company's accounting policies.The areas involving a higher degree of judgment or complexity, or areaswhere assumptions and estimates are significant to the consolidated financial statements relateto:
· the impairment of financial assets held as loans advanced,the key area of judgmentbeing, as to whether there is any indication that a loan may be impaired (see note 2(g));
· the functional currency of subsidiary undertakings of the Company, which is considered by the Directors to be Sterling(see notes 2(d) and 2(j));
· the operatingsegments, of which the Directorsare currently of the opinion that the Company and its subsidiaries are engaged in a single segment of business, which is based on the loans advancedas at the reporting date (see note 2(e)); and
· the receipt of and estimated timing of scheduledand unscheduled pre-payments of loans advanced and the impact on liquidity risk and the interest income(see note 17); and
· the syndication of loans, and the assessment of how the syndicated facility should be treated under therelevant accounting standards.The key area of judgementbeing whether substantially all of the risksand rewards of ownership have transferred to the transferee and whether the syndicated loan is derecognised or not (see note 2(f)).
c) Basis of consolidation
The consolidated financial statements incorporate the financialstatements of the Company and entities controlled by the Company (its subsidiary undertakings) made up to the consolidated Statementof Financial Position date. Control is achieved wherethe Company has the power to governthe financial and operating policies of an investee entity so as to obtain benefits directly from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Companycontrols another entity.The Company also assesses existenceof control where it does not have more than 50 per cent of the voting power but is able to govern the financial and operating policies by virtue of de-facto control.
|
Ownership |
Country of |
Principal place of |
|
Subsidiary undertakings |
Date of Control |
% |
Incorporation |
business |
Starfin Public GP Limited |
20/11/12 |
100 |
Guernsey |
Guernsey |
Starfin Public LP |
22/11/12 |
100 |
Guernsey |
Guernsey |
Starfin Lux S.à.r.l |
30/11/12 |
100 |
Luxembourg |
Luxembourg |
Subsidiary undertakings are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that controlceases.
The Group applies the acquisition methodto account for business combinations.
Acquisition-related costs are expensed as incurredunless directly attributable to the acquisition. No consideration, other than for the par value of any share capital or capital contributions, has been paid in respect of the acquisition of subsidiary undertakings. The Company acquired the subsidiaries at the time of their initial establishment and hence they had no net assetsat the date of the acquisition.
Intercompany transactions, balances, income and expenseson transactions between Group companies are eliminated on consolidation. Profits and lossesresulting from intercompany transactions that are recognised in assets are also eliminated.
d) Functional and presentation currency
Items includedin the financial statements of each of the Group'sentities are measuredusing the currency of the primary economicenvironment in which the entity operates ("the functional currency"). Therefore the Directors have considered in accessing the functional currencyof each of the Group'sentities:
· the sharecapital of all members of the Group is denominated in Sterling;
· the dividends are paid in Sterling;
· the majorityof loans advancedare denominated in Sterling; and
· Euro transactions represent only a small proportion of transactions in the Luxembourg entity.
The consolidated financial statements for the Company are presented in Sterling, which is the Group's presentation currency.
e) Segmentreporting
Operating segmentsare reported in a manner consistent with the internalreporting provided to the chief operating decision-maker. The chiefoperating decision-maker, who is responsible for allocating resources and assessing performance of the operatingsegments, has been identified as the Board, as the Board makes strategic decisions. The Directors, after having considered the way in which internal reportingis provided to them, are of the opinion that the Company and its subsidiaries are engaged in a single segment of business, being the provision of a diversified portfolio of real estate backed loans. Equally, based on the internal reporting provided, the Directors do not analyse the portfolio based on geographical segments.
f) Financialassets
Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
Financial assets at fair value throughprofit or loss
Financial assets at fair value throughprofit or loss comprise derivatives not designated as hedges.
Loans and receivables
Loans and receivables are non-derivative financialassets with fixed or determinable payments that are not quoted in an active market. The Group's loans and receivables comprise secured loans advanced, trade and other receivables and cash and cash equivalents.
Available-for-sale financial assets
Available-for-sale financialassets are non-derivatives that are either designated in this categoryor not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intendsto dispose of it within12 months of the end of the reporting period.
Recognition and measurement
Regular purchasesand sales of financial assets are recognised on the trade date, the date on which the Groupcommits to purchaseor sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carriedat fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the consolidated Statementof Comprehensive Income. Financialassets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financialassets at fair value through profit or loss are subsequently carriedat fair value. Loans and receivables are subsequently carriedat amortised cost using the effective interest method less provisions for any impairments.
Loans syndication
Loans and receivables measuredat amortised cost are derecognised following syndication if risk and rewards of ownership have substantially transferred to the counterparty. Transaction costs of syndications are recognised in the consolidated Statement of Comprehensive Income when incurred.
g) Impairment of financial assets
Impairments for specific bad and doubtfuldebts are made against loans and receivables, by an evaluation of the exposure on a case-by-case basis. An assessmentis made, on a quarterly basis, as to whether there is any indication that a loan may be impaired;if any such indication exists and where the carrying value exceeds the estimated recoverable amount based on revised future cash flows, the loan will be reduced by the estimated impairment loss. The impairmentloss is calculated as the difference between the present value of futurecash flows, discounted at the loan'soriginal effective interestrate, and the loan's current carrying value. The amount of any impairmentloss, if any, would be recorded in the consolidated Statement of Comprehensive Income.No impairment has been recognised to date.
h) Cash and cash equivalents
In the consolidated statementof cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks and othershort-term highly liquidinvestments with originalmaturities of three months or less.
i) Share capital
Ordinary Sharesare classified as equity. Incremental costs directly attributable to the issue of new
Ordinary Shares are shown in equityas a deduction, net of tax, from the proceeds.
j) Foreign currency translation
Transactions and balances
Foreign currencytransactions are translated into the functional currency using the exchangerates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetaryassets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income, except when deferred in other comprehensive income as qualifying cash flow hedgesand qualifying net investment hedges.Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents and all other foreign exchange gains and losses are presentedin the consolidated Statement of Comprehensive Income within "net foreign exchange gains/(losses)".
Group companies
The resultsand financial positionof all the Group entitiesthat have a functional currencydifferent from the presentation currency of the Group are translated into the presentation currency of the Group as follows:
· assets and liabilities for each Statement of FinancialPosition presented are translated at the closing rate at the date of that Statement of Financial Position;
· income and expenses for each Statementof Comprehensive Income are translated at average exchange rates (unlessthis average is not a reasonable approximation of the cumulative effect of the ratesprevailing on the transaction dates, in which case income and expensesare translated at the rate on the dates of the transactions); and
· all resulting exchange differences are recognised in other comprehensive income.
None of the Group entities have a functional currency different to presentation currency.
k) Interestincome
Interest income on loans advanced is recognised using the effectiveinterest rate method. If a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the originaleffective interest rate of the instrument, and continues unwinding the discountas interest income. Interest income on impairedloans and receivables is recognised using the original effective interest rate to the extent that the Group expects to recover the interest receivable.
Interest on cash and cash equivalents is recognised on an accrualsbasis.
l) Origination, exit and loan arrangement fees
Origination fees paid to the Investment Manager and exit and direct loan arrangement fees received will berecognised using the effective interestrate method underloans advanced and amortised over the lifetime of the related financialasset through income from loans advanced in the consolidated Statement of Comprehensive Income. Syndication costs are recognised in the consolidated Statementof Comprehensive Income when incurred.
m) Expenses
All other expenses are included in the consolidated Statement of Comprehensive Income on an accruals basis.
n) Taxation
The Companyis a tax-exempt Guernsey limitedliability company as it is domiciled and registered for taxation purposes in Guernseywhere it pays an annualexempt status fee under The Income Tax (Exempt Bodies) (Guernsey) Ordinances 1989 (as amended).Accordingly, no provisionfor Guernsey tax ismade.
The Partnership is transparent for both Guernsey and Luxembourg tax purposes,and therefore no provision for taxes has been made.
The Luxco is subject to the applicable general tax regulations in Luxembourgand taxation is provided based on the results for the period(see note 20).
o) Other receivables
Trade and other receivables are amounts due in the ordinary course of business. They are classified as assets.Trade and other receivables are recognised initiallyat fair value and subsequently measured at amortised cost using the effective interestmethod, less provisionfor impairment.
p) Other payables
Trade and other payablesare obligations to pay for services that have been acquired in the ordinary course of business. They are classified as liabilities. Trade and other payables are recognised initiallyat fair value and subsequently measuredat amortised cost using the effective interestrate method.
q) Dividenddistributions
Dividend distributions to the Company'sshareholders are recognised as a liabilityin the Company's financial statements in the periodin which the dividends are declared by the Boardof Directors.
r) Offsetting financial assets and liabilities
Financial assets and liabilities are offset and the net amount reported on the consolidated Statement of Financial Positionwhen there is a legallyenforceable right to offset the recognised amountsand there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
3. MaterialAgreements
a) Investment management agreement
The Company and the Investment Manager have entered into an investment management agreement, dated 28 November2012 (the "Investment Management Agreement"), pursuant to which the Investment Manager has been given overallresponsibility for the discretionary management of the Company's assets (including uninvested cash) in accordance with the Company's investment objectives and policy.
The InvestmentManager is entitledto a management fee which is calculated and accrued monthly at a rate equivalent to 0.75 per cent per annum of NAV (excluding any cash balancesuntil such time as 75 per centof the Net Issue Proceeds are invested.The Company and Investment Manager agreed to increase the 75 per cent threshold to 90 per cent during the year. The 90 per cent threshold was reached in May
2014.). The management fee is payablequarterly in arrears.
In addition,the Investment Manager isentitled to an asset origination fee of 0.75 per cent of the value of all new loan investments made or acquired by the Company(see note 22). The asset origination fee to be paidby the Company is expectedto be paid upon receiptby the Company of loan arrangement fees received on the deployment of the Company's funds.
The Investment Management Agreement is terminable by either the Investment Manageror the Company giving to the other not less than 12 months' written notice, such notice not to be given before the fourth anniversary of Admission (17 December 2016).
The Investment Manager has appointed Starwood Capital Europe Advisers,LLP ("the Investment Adviser"), an English limitedliability partnership authorised and regulated by the FinancialConduct Authority, to provideinvestment advice pursuantto an Investment Advisory Agreement.
b) Partnership agreement
As per the Amended and RestatedLimited Partnership Agreementrelating to StarfinPublic LP, dated 28 November 2012, the Company commitssubstantially all of the net issue proceedsplus proceeds from subsequent tap issues to the Partnership. That commitment is drawn down as requiredby the GP for the funding of investments. 0.01 per cent of the Company's commitment was paid as a capital contribution shortly after admission to trading on the London Stock Exchange ("Admission") and the balanceof 99.99 per cent, is committed and is paid over when requested by the GP.
Each amount of income and capitalproceeds received by the Partnership will be distributed in the following order of priority:
· First, to the GP until the GP has received distributions equal to the GP's Share,the GP will be entitled to receive and there will be allocatedto the GP in each accounting period a sum of £1,000;
· Second, to the extentof any excess, to the Company until the Company has achieved the hurdle total return; and
· Third, 20 per cent of the excess to Starfin CarryLP ("the Special Limited Partner")and 80 per cent of theexcess to the Company.
The hurdletotal return will be achievedwhen the NAV of the Company, plus the total of all dividends declared and paid to ordinaryshareholders, is equal to the NAV of the Companyas at Admission as increased by 8 per cent per annum, on a simple interestbasis (but excluding actual carried interest accrued and deemed as a creditor on the Statementof Financial Position). To the extent that the Company makes further issues of OrdinaryShares, the hurdle total return will be adjusted accordingly, by reference to the issueprices of such further issues and dividends declared subsequent to such issues.
c) Administration agreement
The Companyhas engaged the services of Ipes (Guernsey) Limited ("the Administrator") to act as Administrator and Company Secretary. Under the terms of the administration agreement dated 28 November 2012, the Administrator is entitled to a fee of no less than £135,000 per annum with an additional amountchargeable of 0.035 per cent per annum on the amount by which the Company'sNAV exceeds £140,000,000 and further amounts as may be agreed in relation to any additional services provided by the Administrator. The Administrator is, in addition,entitled to recover third party expenses and disbursements.
d) Registrar's agreement
The Company and Computershare Investor Services(Guernsey) Limited ("the Registrar") entered into a Registrar agreement dated 28 November 2012, pursuant to which the Company appointedthe Registrar to act as Registrar of the Companyfor a minimum annual fee payable by the Companyof £7,500 in respect of basic registration.
e) IPO Sponsor's and placing agreement
In connection with the IPO, the Companyengaged the servicesof Dexion Capitalplc ("Dexion") and Jefferies International Limited ("Jefferies") (collectively "the Joint Bookrunners") to act as joint global co- ordinators, bookrunners, placementagents, arrangers and sponsors in connection with the issue of the Ordinary Shares ("the Issue")and the application for Admission.
The total expenses of the Issue paid by the Company (including customary commissions and expenses payable to the Joint Bookrunners, certain fees, costs and expensesof Starwood Capital Group Management, LLC and its affiliates ("Starwood")) relating to the establishment of the Company and the feesof all other advisers and services providersto the Company and the Joint Bookrunners are equal to 2 per cent of the grossSterling proceeds of the Issueand were cappedat this level.
The Sponsorand Placing Agreement is governed by the laws of Englandand Wales.
On 5 February 2013, the Companyappointed Dexion and Jefferies as joint Brokers to the Group. Dexion and Jefferies are each entitled to receive a fee of £50,000 per annum plus expenses.
f) Licence agreement
The Company and Starwood Capital Group Management, LLC ("the Licensor")have entered into a trade marklicence agreement dated 28 November2012 ("the LicenceAgreement"), pursuant to which the Licensor has agreed to grant to the Company a royalty-free, non-exclusive worldwide licence for the use of the "Starwood" name for the purposes of the Company's business.
Under the terms of the LicenceAgreement, it may be terminated by the Licensor;(i) if the Investment Management Agreement or any other similar agreementbetween the Company and the Investment Manager (or either of their respective affiliates) is terminated for any reason whatsoever or expires: (ii) if the Company suffersan insolvency event or breachesany court order relating to the Licence Agreement; or (iii) upon two months' writtennotice without cause.
g) Lock up agreement
The Company, the Joint Bookrunners, Starwood and Starwood Property Trust Inc ("STWD") enteredinto a lock up agreement dated 28 November2012 ("the Lock Up Agreement"), pursuant to which (i) STWD agreed not to transfer, disposeof or grant any optionsover any of the OrdinaryShares acquired by STWD under the Placing; and (ii) Starwood has agreed to procure that any Starwood personnel to whom any Ordinary Shares are transferred by Starwood do not transfer,dispose of or grant any options over any of the Ordinary Shares to be acquired by Starwood under the Placing, in each case for a period of 6 months following Admission.
h) Hedgingagreements
The Companyand Lloyds Bank plc enteredinto an international forward exchangemaster agreement dated 5 April 2013 and on 7 February 2014 the Company enteredinto a Professional Client Agreement with Goldman Sachs, pursuantto which the parties can enter into foreign exchange transactions with the intention of hedging against fluctuations in the exchange rate between Sterlingand other currencies. Both agreements are governed by the laws of Englandand Wales.
i) Revolvingcredit facility
On 4 December 2014, the Company entered into a £50 million revolving credit facility with a major UK clearing bank which is intended for short-term liquidity. Under its investment policy,the Company is limited to borrowing an amount equivalentto a maximum of 20 per cent of its NAV at the time of drawdown.In calculating the Company'sborrowings for this purpose, any liabilities incurred under the Company's foreign exchangehedging arrangements shall be disregarded. The interest rate payable will depend on how long the loanis outstanding: LIBOR plus 2.50 per cent per annum at initialdraw down and increasing for loans outstanding for morethan six months.The facility is secured by a pledgeover the bank accounts of the Company, its interests in Starfin Public LP and the intercompany fundingprovided by the Company to Starfin Public LP. Starfin PublicLP also acts as guarantor of the facilityand has pledged its bank accounts as collateral. The undertakings and events of default are customary for a transaction of this nature. Nothingis outstanding at 31 December2014.
4. Directors' Fees
|
31 December 2014 £ |
31 December 2013 £ |
Directors' emoluments |
112,500 |
128,334 |
Other fees |
2,783 |
3,933 |
|
115,283 |
132,267 |
5. Auditors'Remuneration
|
31 December 2014 £ |
31 December 2013 £ |
Audit and related services |
157,619 |
88,150 |
Non-audit services |
- |
9,750 |
|
157,619 |
97,900 |
6. Net Foreign Exchange(Gains) / Losses
|
31 December 2014 £ |
31 December 2013 £ |
Loans advanced (unrealised) |
3,689,527 |
705,122 |
Forward contracts (unrealised) |
(4,936,404) |
(87,180) |
Other |
365,752 |
21,519 |
|
(881,125) |
639,461 |
7. EarningsPer Share and Net AssetValue Per Share
The calculation of basic earningsper Ordinary Share is based on the operating profit of £14,643,157 (2013: £ 4,084,097) and on the weighted average number of Ordinary Shares in issue during the year of 238,100,000 (2013: 235,655,145) OrdinaryShares.
The calculation of NAV per Ordinary Share is based on a NAV of £238,284,416 (2013: £ 236,022,459) and the actual number of Ordinary Shares in issue at 31 December 2014 of 238,100,000 (2013: 238,100,000).
8. Cash and Cash Equivalents
Cash and cash equivalents comprise the following: |
31 December 2014 £ |
31 December 2013 £ |
Fixed deposits |
8,194,296 |
50,853,621 |
Cash at bank |
4,978,682 |
28,852,463 |
|
|
|
|
13,172,978 |
79,706,084 |
Cash and cash equivalents comprises cash held by the Group and short term deposits held with various banking institutions with original maturitiesof three months or less. The carrying amount of these assets approximates their fair value.For further information and the associated risks refer to note 17.
9. Other Receivables and Prepayments
|
|
31 December 2014 £ |
31 December 2013 £ |
Bank interest receivable |
- |
8,732 |
|
Prepayments |
31,962 |
73,501 |
|
Loan interest receivable |
- |
205,237 |
|
|
31,962 |
287,470 |
|
10. RevolvingCredit Facility Capitalised Costs
The revolvingcredit facility capitalised costs are directlyattributable costs incurredin relation to the establishment of the £ 50 million loan facility, refer to note 3(i).
11. Loans Advanced
The Group'saccounting policy on the measurement of financial assetsis discussed in note 2(f).
|
31 December 2014 |
31 December 2013 |
|
£ |
£ |
UK |
|
|
Maybourne Hotel Group, London |
19,430,056 |
19,594,651 |
West End Development, London |
10,137,575 |
10,140,091 |
Lifecare Residences, London |
13,311,980 |
11,215,462 |
Heron Tower, London |
15,186,783 |
18,420,006 |
Centre Point, London |
40,305,815 |
40,211,361 |
FC200, London |
9,252,934 |
- |
Aldgate, London |
37,575,749 |
- |
5 Star Hotel, London |
6,871,376 |
- |
Netherlands Office |
11,104,334 |
- |
Industrial |
15,873,838 |
18,245,998 |
W Hotel |
9,198,302 |
- |
Finland Retail Portfolio |
32,705,658 |
38,553,708 |
|
220,954,400 |
156,381,277 |
No element of loans advanced are past due or impaired.For further information and the associated risks see the Investment Manager's Report and note 17.
The table below reconciles the movement of the carryingvalue of loans advanced in the year.
|
31 December 2014 £ |
31 December 2013 £ |
||
Loans advanced at start of the year / period |
156,381,277 |
- |
||
Loans advanced |
117,255,254 |
154,539,136 |
||
Loans repaid |
(49,981,644) |
- |
||
Arrangement fees earned |
(2,184,680) |
(1,674,212) |
||
Commitment fees earned |
(57,413) |
(16,085) |
||
Exit fees earned |
(75,522) |
- |
||
Origination fees paid |
1,072,949 |
1,171,890 |
||
Origination expenses paid |
- |
75,413 |
||
Syndication expenses paid / accrued |
313,888 |
- |
||
Effective interest income earned |
16,050,220 |
5,336,230 |
||
Interest payments received / accrued |
(14,130,402) |
(2,345,973) |
||
Foreign exchange losses |
(3,689,527) |
(705,122) |
||
Loans advanced at end of the year / period |
220,954,400 |
156,381,277 |
||
Loans advanced at fair value |
231,280,183 |
165,736,511 |
||
For furtherinformation on the fair valueof loans advanced, refer to note 18.
12. FinancialAssets at Fair Value throughProfit and Loss
Financial assets at fair value throughprofit and loss comprisecurrency forward contractswhich represent contractual obligations to purchase domesticcurrency and sell foreign currencyon a future date at a specified price. The underlying instruments become favourable (assets)or unfavourable (liabilities) as a result of fluctuations of foreign exchangerelative to their terms. The aggregate contractual or notional amount of derivative financial instruments, the extent to which instruments are favourable or unfavourable, and thus the aggregatefair values of derivative financialassets and liabilities, can fluctuate significantly from time to time. The fair value of derivative instruments held are set out below:
Goldman Sachs:
|
Notional contract amount1 |
|
Fair Values |
|
|
31 December 2014 |
£ |
Assets £ |
Liabilities £ |
Total £ |
|
Foreign exchange derivatives Currency forwards |
20,952,906 |
983,938 |
- |
983,938 |
|
Total |
20,952,906 |
983,938 |
- |
983,938 |
|
Lloyds Bank plc:
|
Notional contract amount1 |
|
Fair Values |
|
|
31 December 2014 |
£ |
Assets £ |
Liabilities £ |
Total £ |
|
Foreign exchange derivatives Currency forwards |
52,791,971 |
4,039,646 |
- |
4,039,646 |
|
Total |
52,791,971 |
4,039,646 |
- |
4,039,646 |
|
Total:
|
Notional contract amount1 |
|
Fair Values |
|
|
31 December 2014 |
£ |
Assets £ |
Liabilities £ |
Total £ |
|
Foreign exchange derivatives Currency forwards |
73,744,877 |
5,023,584 |
- |
5,023,584 |
|
Total |
73,744,877 |
5,023,584 |
- |
5,023,584 |
|
Lloyds Bank plc:
|
Notional contract amount1 |
|
Fair Values |
|
|
31 December 2013 |
£ |
Assets £ |
Liabilities £ |
Total £ |
|
Foreign exchange derivatives Currency forwards |
62,758,485 |
225,453 |
(138,273) |
87,180 |
|
Total |
62,758,485 |
225,453 |
(138,273) |
87,180 |
|
1 Euro amounts are translated at the year / period end exchange rate
13. Trade and Other Payables
|
31 December 2014 £ |
31 December 2013 £ |
Investment management fees payable Administration fees payable |
446,949 52,515 |
255,107 67,700 |
Audit fees payable |
54,644 |
33,417 |
Broker fees payable |
25,009 |
29,110 |
Other expenses payable |
8,449 |
35,013 |
Syndication costs payable |
133,200 |
- |
Origination fees payable |
426,375 |
- |
Legal and professional fees payable |
169,099 |
19,205 |
Revolving credit facility commitment fees payable |
25,278 |
- |
|
1,341,518 |
439,552 |
14. Commitments
The Companyand the GP (acting in its capacityas General Partnerof the Partnership) entered into a loan agreement ("the loan") dated 17 December2012 committing the principal amount of £223,930,000 to the Partnership. The arrangement is based on the understanding that the commitmentwill be used primarily to fund the advancing of loans, and as such the commitment will only be drawn down once loans have been approved for issue by the Investment Manager. On 27 October 2014,the loan was extended to £233,843,162, to account for the additional equity raised from the tap issues during 2013.
As at 31 December2014 £223,366,509 (2013: £152,411,756) had been drawn by the GP (acting in its capacity as General Partner of the Partnership under the loan agreement).
As at 31 December2014 the Company had outstanding commitments in respect of loans not fully drawn of£28,048,863 (31 December2013: £1,372,169).
As at 31 December2014 the Companyhas entered into forward contracts under the HedgingMaster Agreement with LloydsBank plc to sell €67,534,823 (2013: €75,096,907) and receive Sterling. At the year end,these forward contracts have a fair value of £4,039,646 (2013: £87,180)
As at 31 December2014 the Company has entered into forward contracts under the Professional Client Agreement with Goldman Sachs to sell €26,804,280 (2013: € nil) and receive Sterling. At the year end, these forward contracts have a fair valueof £983,938 (2013: £nil).
15. Share Capital
The share capital of the Companyconsists of an unlimited number of redeemable Ordinary Shares of no parvalue which upon issue the Directors may classify into such classesas they may determine. The Ordinary Shares are redeemable at the discretion of the Board.
At the year / period end the Companyhad issued and fully paid up share capital as follows:
|
31 December 2014 |
31 December 2013 |
Ordinary Shares of no par value Issued and fully paid |
238,100,000 |
238,100,000 |
Rights attachedto shares
The Company'sshare capital is denominated in Sterling. At any generalmeeting of the Company each ordinary share carriesone vote. The Ordinary Shares also carrythe right to receive all income of the Company attributable to the Ordinary Shares,and to participate in any distribution of such income made by the Company, such incomeshall be dividedpari passu among the holdersof Ordinary Sharesin proportion to the number of Ordinary Shares held by them.
Significant share movements
1 January2014 to 31 December 2014:
Ordinary shares |
Number |
£ |
Balance at start of the year |
238,100,000 |
238,509,000 |
Balance at the end of the year |
238,100,000 |
238,509,000 |
9 November2012 to 31 December 2013:
Ordinary shares |
Dividend rate per Share (pence) |
£ |
Balance at start of the period |
- |
- |
Shares issued on 17 December 2012 |
228,500,000 |
228,500,000 |
Shares issued on 21 March 2013 |
8,000,000 |
8,340,000 |
Shares issued on 9 April 2013 |
1,000,000 |
1,045,000 |
Shares issued on 12 April 2013 |
600,000 |
624,000 |
Balance at the end of the period |
238,100,000 |
238,509,000 |
Issue costs |
|
4,665,838 |
Net proceeds |
|
233,843,162 |
16. Dividends
Dividends will be declared by the Directors and paid in compliance with the solvencytest prescribed by Guernsey law.
Subject to market conditions, the financial position of the Company and the investment outlook, it is the Directors' intention to pay quarterly dividends to shareholders (for more information see Chairman's Statement).
The Companypaid the following dividends in the year to 31 December2014:
Period to: |
Dividend rate per Share (pence) |
Net dividend payable (£) |
31 December 2013 |
1.10 |
2,619,100 |
31 March 2014 |
1.25 |
2,976,250 |
30 June 2014 |
1.35 |
3,214,350 |
30 September 2014 |
1.50 |
3,571,500 |
|
|
|
After the end of the year, the Directors declared a dividend in respect of the financial year ended 31 December 2014
of 1.7 pence per share payable on 27 February 2015 to shareholders on the register on 6 February 2015.
The Companypaid the following dividends in the period to 31 December2013:
Period to: |
Dividend rate per Share (pence) |
Net dividend payable (£) |
30 September 2013 |
0.80 |
1,904,800 |
|
|
|
17. Risk Management Policiesand Procedures
The Group through its investment in whole loans,subordinated loans and mezzanine loans,bridge loans, loan-on-loan financingsand other debt instruments is exposed to a varietyof financial risks, including market risk (including currency risk and interestrate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group'sfinancial performance.
It is the role of the Board to review and manage all risks associatedwith the Company, mitigating these either directly or through the delegation of certain responsibilities to the Audit Committee, Investment Manager and Investment Adviser.
The Board of Directors has established proceduresfor monitoring and controlling risk. The Group has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy.
In addition, the Investment Managermonitors and measuresthe overall risk bearing capacityin relation to the aggregate risk exposure acrossall risk types and activities. Further details regardingthese policies are set out below:
i) Marketrisk
Market risk includes market price risk, currency risk and interest rate risk. If a borrower defaultson a loan and the real estate marketenters a downturnit could materially and adversely affect the valueof the collateral over which loans are secured.However this risk is considered by the Board to constitute credit risk as it relates to the borrowerdefaulting on the loan and not directlyto any movements in the real estate market. As such the Directors do not consider that the Group issubject to market price risk. The Investment Manager moderatesmarket risk througha careful selection of loans within specified limits. The Group's overall marketposition is monitored by the Investment Manager and is reviewed by the Board of Directors on an on-going basis.
a) Currencyrisk
The Group, via the subsidiaries, operates across Europe and invests in loans that are denominated in currencies other than the functional currencyof the Company. Consequently the Group is exposed to risksarising from foreign exchange rate fluctuations in respectof these loans and other assets and liabilities which relate to currency flowsfrom revenues and expenses. Exposure to foreigncurrency risk is monitored by the Investment Manager on an on-going basis and is reported to the Boardaccordingly.
The Companyand Lloyds Bank plc enteredinto an international forward exchangemaster agreement dated 5 April 2013 and on 7 February 2014 the Company enteredinto a Professional Client Agreement with Goldman Sachs, pursuantto which the parties can enter into foreign exchange transactions with the intention of hedging against fluctuations in the exchange rate betweenSterling and other currencies. The Company does not trade in derivatives but holds them to hedge specific exposuresand have maturities designed to match the exposures they are hedging. The derivatives are held at fair value which represents the replacement cost of the instruments at the consolidated Statement of Financial Position date and movements in the fair value are included in the consolidated Statement of Comprehensive Income under net foreignexchange gains/(losses). The Company does not adopt hedge accounting in the financial statements. At the reporting date the Companyhad 34 (2013: 27) open forward contracts.
As at 31 December2014 the Companyhad the following currency exposure:
31 December 2014 |
Sterling £ |
Euro £ |
Total £ |
Assets |
|
|
|
Loans advanced |
152,072,268 |
68,882,132 |
220,954,400 |
Other receivables and prepayments |
31,962 |
- |
31,962 |
Cash and cash equivalents |
10,826,808 |
2,346,170 |
13,172,978 |
Financial assets at fair value through profit and loss |
5,023,584 |
|
5,023,584 |
|
|
|
|
Liabilities
|
|
|
|
Trade and other payables |
(1,075,973) |
(265,545) |
(1,341,518) |
Total net currency exposure |
166,878,649 |
70,962,757 |
237,841,406 |
31 December 2014 |
Sterling £ |
Euro £ |
Total £ |
Assets |
|
|
|
Loans advanced |
99,581,571 |
56,799,706 |
156,381,277 |
Other receivables and prepayments |
287,470 |
- |
287,470 |
Cash and cash equivalents |
79,368,687 |
337,397 |
79,706,084 |
Financial assets at fair value through profit and loss |
87,180 |
- |
87,180 |
|
|
|
|
Liabilities
|
|
|
|
Trade and other payables |
(404,736) |
(34,816) |
(439,552) |
Total net currency exposure |
178,920,172 |
57,102,287 |
236,022,459 |
Should the exchange rate of the Euro against Sterling increase or decrease by 10 per cent with all other variables held constant, the net assets of the Group at 31 December 2014 would increaseor decrease by
£7,096,276 (2013: £ 5,710,229). These percentages have been determinedbased on potential volatility and deemed reasonable by the Directors. This does not include the impact of hedges in place which would be expected to reduce the impact.
In accordance with the Company's policy, the Investment Manager monitors the Group's currency position, and the Boardof Directors reviewsthis risk on a regularbasis.
b) Interestrate risk
Interest rate risk is the risk that the value of financial instruments and related incomefrom loans advanced and cash and cash equivalents will fluctuate due to changesin market interestrates.
The majorityof the Group's financial assets are loans advanced, receivables and cash and cash equivalents. The Group's investments have some exposureto interest rate risk but this is limited to interest earned on cash deposits and floating LIBOR/EURIBOR-based exposure for investments designated as loans advanced. Loans advanced have been structured to include a combination of fixed and floatinginterest rates to reduce the overall impact of interest rate movements.Further protection is provided by including LIBOR/EURIBOR floors, preventing interestrates from fallingbelow certain levels.
The following table shows the portfolio profileof the financial assets at 31 December2014:
|
31 December 2014 £ |
31 December 2013 £ |
Floating rate |
|
|
Loans advanced1 |
93,280,342 |
77,408,055 |
Cash and cash equivalents |
4,978,682 |
28,852,463 |
|
|
|
Fixed rate |
|
|
Loans advanced |
127,674,058 |
78,973,222 |
Cash and cash equivalents |
8,194,296 |
50,853,621 |
Total financial assets subject to interest rate risk |
234,127,378 |
236,087,361 |
1 Loans advanced at floating rates include loans with LIBOR or EURIBOR floors.
If interest rates had changed by 25 basis points, with all other variables remainingconstant, the effect on the net profit and equitywould have been as shown in the table below:
|
|
31 December 2014 |
31 December 2013 |
||
|
£ |
£ |
|||
Increase of 25 basis points1 |
245,648 |
265,651 |
|||
Decrease of 25 basis points |
(245,648) |
(265,651) |
|||
1 The calculation assumes no LIBOR / EURIBOR floors. |
|
|
|||
These percentages have been determined based on potentialvolatility and deemedreasonable by the Directors.
ii) Credit risk
Credit risk is the risk that a counterparty will be unableto pay amounts in full when due. The Group'smain credit risk exposureis in the loan portfolio,shown as loans advanced, where the Group invests in whole loans and also subordinated and mezzanine debt which rank behind seniordebt for repayment in the event that a borrowerdefaults. There is a reduced concentration risk as at 31 December2014 compared to as at 31 December 2013 due to several additional loans being advancedin 2014. There is also credit risk in respect of other financial assets as a portion of the Group'sassets are cash and cash equivalents or accrued interest. The banks used to hold cash and cash equivalents have been diversified to spread the credit risk to which the Group is exposed. The Group also has creditrisk exposure in its financial assets through profit and loss which is diversified between hedge providersin order to spread credit risk to which the Group is exposed. The total exposureto credit risk arises from default of the counterparty and the carrying amounts of financial assets best represent the maximum credit risk exposureat the year end date. As at 31 December 2014, the maximum credit risk exposure was £239,625,934 (2013:
£236,462,011).
The Investment Manager has adoptedprocedures to reducecredit risk exposureby conducting credit analysis of the counterparties, their business and reputation which is monitored on an on-goingbasis. After the advancingof a loan a dedicateddebt asset manager employed by the Investment Adviser monitors on-going creditrisk and reports to the Investment Manager, with quarterlyupdates also provided to the Board. The debt asset manager routinely stresses and analyses the profile of the Group's underlying risk in terms of exposure to significant tenants, performance of asset management teams and property managersagainst specific milestones that are typicallyagreed at the time of the originalloan underwriting, forecasting headroomagainst covenants, reviewingmarket data and forecast economic trends to benchmark borrowerperformance and to assist in identifying potentialfuture stress points. Periodic physical inspections of assets that form part of the Group's securityare also completed in addition to monitoring the identified capitalexpenditure requirements againstactual borrower investment.
The Group maintains its cash and cash equivalents across various differentbanks to diversifycredit risk which have been all rated A- or higherby Moody's and thisis subject to the Group'scredit risk monitoring policies as mentioned above.
31 December 2014 |
Cash £ |
1 month fixed deposit £
£ |
Total as at 31 December 2014 £ |
Barclays Bank plc |
3,342,107 |
7,186,601 |
10,528,708 |
Lloyds Bank plc |
930 |
- |
930 |
HSBC Bank plc |
205,139 |
1,007,695 |
1,212,834 |
Royal Bank of Scotland International |
677 |
- |
677 |
ING Luxembourg, SA |
1,429,829 |
- |
1,429,829 |
Total cash and cash equivalents |
4,978,682 |
8,194,296 |
13,172,978 |
31 December 2013 |
Cash |
1 month fixed deposit |
Total as at 31 December 2013 |
|
£ |
£ |
£ |
Barclays Bank plc |
28,261 |
25,850,000 |
25,878,261 |
Santander UK plc |
1,789 |
- |
1,789 |
Lloyds Bank plc |
7,968,672 |
- |
7,968,672 |
HSBC Bank plc |
- |
25,003,621 |
25,003,621 |
Royal Bank of Scotland International |
18,385,213 |
- |
18,385,213 |
ING Luxembourg, SA |
2,468,528 |
- |
2,468,528 |
Total cash and cash equivalents |
28,852,463 |
50,853,621 |
79,706,084 |
The carryingamount of cash and cash equivalents approximates their fair value.
iii) Liquidityrisk
Liquidity risk is the risk that the Group will not have sufficient resources available to meet its liabilities as theyfall due. The Group's loans advanced are illiquid and may be difficult or impossible to realise for cash at short notice.
The Group manages its liquidity risk through short term and long term cash flow forecasts to ensure it is able to meet its obligations. In addition, the Company is permitted to borrow up to 20 per cent of NAV and has entered into a revolving credit facility of £50million.
The table below shows the maturityof the Group's non-derivative financial assets and liabilities arising from the advancement of loans by remainingcontractual maturities at the date of the consolidated Statement of Financial Position. The amounts disclosedunder assets are contractual, undiscounted cash flows and may differ from the actualcash flows receivedin the future as a result of early repayments:
31 December 2014 |
Up to 3 months
£ |
Between 3 and 12 months £ |
Between 1 and 5 years £ |
Total
£ |
Assets |
|
|
|
|
Loans advanced |
828,335 |
2,586,138 |
234,289,880 |
237,704,353 |
Loan interest receivables |
4,108,448 |
12,534,899 |
43,897,499 |
60,540,846 |
|
|
|
|
|
Liabilities |
|
|
|
|
Loan commitments 1 |
(8,423,603) |
(7,347,710) |
(4,478,306) |
(20,249,619) |
|
(3,486,820) |
7,773,327 |
273,709,073 |
277,995,580 |
1 Loan commitments are estimated forecasted drawdowns at year end.
31 December 2013 |
Up to 3 months
£ |
Between 3 and 12 months £ |
Between 1 and 5 years £ |
Total
£ |
Assets |
|
|
|
|
Loans advanced |
705,894 |
2,311,579 |
150,818,628 |
153,836,101 |
Loan interest receivables |
3,236,256 |
9,654,250 |
38,143,119 |
51,033,625 |
|
|
|
|
|
Liabilities |
|
|
|
|
Loan commitments 1 |
(1,372,169) |
|
|
(1,372,169) |
|
2,569,981 |
11,965,829 |
188,961,747 |
203,497,557 |
The table below analyses the Group'sderivative financial instruments that will be settledon a gross basis into relevantmaturity Groupings based on the remaining period at the dateof the consolidated Statement of Financial Position. The amountsdisclosed are the contractual undiscounted cash flows:
Goldman Sachs:
31 December 2014
Derivatives held for trading |
Up to 3 months
£ |
Between 3 and 12 months £ |
Between 1 and 5 years £ |
Total
£ |
Foreign exchange derivatives |
|
|
|
|
Outflow1 |
215,073 |
636,308 |
20,101,525 |
20,952,906 |
Inflow |
213,851 |
634,869 |
20,808,632 |
21,657,352 |
|
|
|
|
|
Lloyds Bank plc:
31 December 2014
Derivatives held for trading |
Up to 3 months
£ |
Between 3 and 12 months £ |
Between 1 and 5 years £ |
Total
£ |
Foreign exchange derivatives |
|
|
|
|
Outflow1 |
610,240 |
11,212,834 |
40,968,897 |
52,791,971 |
Inflow |
606,854 |
11,207,872 |
41,930,826 |
53,745,552 |
|
|
|
|
|
Lloyds Bank plc:
31 December 2013
Derivatives held for trading |
Up to 3 months
£ |
Between 3 and 12 months £ |
Between 1 and 5 years £ |
Total
£ |
Foreign exchange derivatives |
|
|
|
|
Outflow1 |
1,330,494 |
2,514,683 |
58,913,308 |
62,758,485 |
Inflow |
1,346,805 |
2,553,602 |
60,402,519 |
64,302,926 |
|
|
|
|
|
1 Euro amounts translated at year / period end exchange rate.
Capital management policies and procedures
The Group'scapital management objectives are:
- To ensure that the Group will be able to continueas a going concern; and
- To maximise the income and capitalreturn to equity shareholders throughan appropriate balance of equity capital and long-term debt.
The capitalof the Company is represented by the net assets attributeto the holders of the Company's shares.
In accordancewith the Group's investment policy, the Group's principal use of cash (including the proceeds of the IPO and subsequent tap issues) has been to fund investments in the form of loans sourced by the Investment Adviserand the Investment Manager,as well as initial expensesrelated to the issue,on going operational expenses and payment of dividends and other distributions to shareholders in accordance with the Company's dividendpolicy.
The Board with the assistance of the Investment Manager monitors and reviews the broad structureof the
Company's capitalon an on-going basis.
The Companyhas no imposed capital requirements.
The Company's capital at year end comprises:
|
31 December 2014 £ |
31 December 2013 £ |
Equity |
|
|
Equity share capital |
233,843,162 |
233,843,162 |
Retained earnings and other reserves |
4,441,254 |
2,179,297 |
Total capital |
238,284,416 |
236,022,459 |
18. Fair Value Measurement
IFRS 13 requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
- Quoted prices(unadjusted) in activemarkets for identicalassets or liabilities (level 1).
- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is,derived from prices including interestrates, yield curves, volatilities, prepayment speeds, credit risks and default rates) or other market corroborated inputs (level 2).
- Inputs for the asset or liability that are not based on observablemarket data (that is, unobservable inputs) (level 3).
The followingtable analyses within the fair value hierarchy the Group's financial assets and liabilities (by class) measured at fair value:
31 December 2014
Assets |
Level 1 £ |
Level 2 £
|
Level 3 £ |
Total £ |
Derivative Assets |
|
5,023,584 |
|
5,023,584 |
Total |
|
5,023,584 |
|
5,023,584 |
31 December 2013
Assets |
Level 1 £ |
Level 2 £
|
Level 3 £ |
Total £ |
Derivative Assets |
|
87,180 |
|
87,180 |
Total |
|
87,180 |
|
87,180 |
There have been no transfers betweenlevels for the year ended 31 December2014 (2013: Nil).
The followingtable summarises within the fair value hierarchy the Group's assets and liabilities (by class)
not measuredat fair value at 31 December 2014 but for which fair value is disclosed:
|
Level 1 £ |
Level 2 £
|
Level 3 £ |
Total fair values £ |
Total carrying amount £ |
Assets |
|
|
|
|
|
Cash and cash Equivalents |
- |
13,172,978 |
- |
13,172,978 |
13,172,978 |
Other receivables And prepayments |
- |
31,962 |
- |
31,962 |
31,962 |
Loan advanced |
- |
|
231,280,183 |
231,280,183 |
220,954,400 |
Total |
|
13,204,940 |
231,280,183 |
244,485,123 |
234,159,340 |
|
Level 1 £ |
Level 2 £
|
Level 3 £ |
Total fair values £ |
Total carrying amount £ |
Liabilities |
|
|
|
|
|
Trade and other payables |
- |
1,341,518 |
- |
1,341,518 |
1,341,518 |
Total |
|
1,341,518 |
|
1,341,518 |
1,341,518 |
The followingtable summarises within the fair value hierarchy the Group's assets and liabilities (by class) not measuredat fair value at 31 December 2013 but for which fair value is disclosed:
|
Level 1 £ |
Level 2 £
|
Level 3 £ |
Total fair values £ |
Total carrying amount £ |
Assets |
|
|
|
|
|
Cash and cash Equivalents |
- |
79,706,084 |
|
79,706,084 |
79,706,084 |
Other receivables And prepayments |
- |
287,470 |
|
287,470 |
287,470 |
Loan advanced |
- |
- |
165,736,511 |
165,736,511 |
156,381,277 |
Total |
|
79,993,554 |
165,736,511 |
245,730,065 |
236,374,831 |
|
Level 1 £ |
Level 2 £
|
Level 3 £ |
Total fair values £ |
Total carrying amount £ |
Liabilities |
|
|
|
|
|
Trade and other payables |
- |
439,552 |
|
439,552 |
439,552 |
Total |
|
439,552 |
|
439,552 |
439,552 |
The carryingvalues of the assetsand liabilities included in the above table are considered to approximate their fair values, except for loans advanced. The fair value of loans advancedhas been determinedby discounting the expectedcash flows usinga discounted cash flow model.
Cash and cash equivalents include cash in hand and fixed deposits held with banks. Other receivables and prepayments includethe contractual amounts and obligations due to the Group and consideration for advance payments made by the Group. Trade and other payables represent the contractual amounts and obligations due by the Group for contractual payments.
19. Controlling Party
In the opinion of the Directors, on the basis of shareholdings advised to them,the Company has no immediate or ultimate controlling party.
20. Taxation
The Companyis exempt from Guernsey taxationunder the IncomeTax (Exempt Bodies)(Guernsey) Ordinance 1989 for which it pays an annual fee of £600.
The Luxembourg indirect subsidiary of the Companyis subject to the applicable tax regulations in
Luxembourg. The table below analyses the tax chargesincurred at Luxembourg level:
|
|
|
|
31 December 2014 £ |
31 December 2013 £ |
Current tax |
|
|
|
|
|
Current tax on profit for the year |
- |
|
|
2,662 |
2,718 |
Total current tax |
|
|
|
2,662 |
2,718 |
The Luxco had no operating gain on ordinaryactivities before taxationand was therefore for the year ended at 31 December 2014 subjectto the Luxembourg minimum corporateincome taxation at €3,210 (2013: €3,210). The Companyis also subjectto the Luxembourg Net Wealth Tax at a minimum of €25 per year.
21. Reconciliation of IFRS to US GAAP
To meet the requirements of Rule 206(4)-2under the Investment Advisors Act 1940 (the "CustodyRule") the consolidated financial statements of the Company have also been audited in accordance with Generally Accepted Auditing Standardsapplicable in the United States ("US GAAS"). As such two independent Auditors' reportsare included on pages 36 to 38, one under International Standards on Auditing as requiredby the Crown Dependencies Audit Rules and theother under US GAAS. Compliance with the Custody Rule also requires a reconciliation of the operatingprofit and net assets under IFRS to US GAAP.
The principaldifferences between IFRS and US GAAP relate to accounting for financial assets that are carried at amortised cost. Under US GAAP the calculation of the effective interest rate is based on contractual cash flows over the asset's contractual life. International Financial Reporting Standards, however, base the effectiveinterest rate calculation on the estimatedcash flows over the expectedlife of the asset.
The Directorshave assessed the operating profitand NAV of the Companyunder both IFRS and US GAAPand have concludedthat no material differences were identified and therefore no reconciliation has beenpresented in these financial statements.
22. RelatedParty Transactions
Parties are considered to be relatedif one party has the ability to control the other partyor exercise significant influenceover the other party in making financialor operational decisions. Details on the Investment Manager and other related party transactions are included in note 3 to the consolidated financial statements.
Fees, expensesand other payments
|
Outstanding at December 2014 £ |
For the year ended 31 December 2014 £ |
Directors' fees and expenses paid |
|
|
Stephen Smith |
- |
45,000 |
John Whittle |
- |
35,000 |
Jonathan Bridel |
- |
32,500 |
Expenses paid |
- |
2,783 |
|
|
|
Investment Manager |
|
|
Investment management fees earned |
446,949 |
1,528,333 |
Origination fees earned |
426,375 |
1,072,949 |
Expenses |
5,216 |
16,010 |
|
|
|
StarConsult S.à.r.l 1 |
|
|
Administrative services |
- |
8,369 |
|
Outstanding at December 2013 £ |
For the year ended 31 December 2013 £ |
Directors' fees and expenses paid |
|
|
Stephen Smith |
- |
52,500 |
John Whittle |
- |
37,917 |
Jonathan Bridel |
- |
37,917 |
Expenses paid |
- |
3,933 |
|
|
|
Investment Manager |
|
|
Investment management fees earned |
255,107 |
417,951 |
Origination fees earned |
- |
1,171,890 |
Expenses |
14,259 |
58,625 |
|
|
|
StarConsult S.à.r.l 1 |
|
|
Administrative services |
- |
15,929 |
Expenses paid |
- |
4,611 |
|
|
|
StarConsult S.à.r.l 2 |
|
|
IPO related costs paid |
- |
244,098 |
Fees received from Joint Bookrunners |
- |
171,735 |
1 StarConsult S.à.r.lis a Company managed by Thierry Drinka,who is also a Directorof Luxco.
2 Under the Sponsor and Placing Agreement, and as disclosed in the Prospectus, the Joint Bookrunners were entitledto pay part of the commissions received by them to certaininvestors, including Starwood and its Affiliates. These fees are part of the initial expensesincurred on listingand included in the 2 per cent fee cap.
Shareholdings and dividends paid
|
Dividends paid for the period ended December 2014 £ |
As at 31 December 2014 £ |
Starwood Property Trust Inc |
475,280 |
9,140,000 |
SCG Starfin Investor LP |
118,820 |
2,285,000 |
Stephen Smith |
2,080 |
40,000 |
John Whittle |
364 |
7,000 |
Jonathan Bridel |
364 |
7,000 |
|
Dividends paid for the period ended December 2013 £ |
As at 31 December 2013 £ |
Starwood Property Trust Inc |
73,120 |
9,140,000 |
SCG Starfin Investor LP |
18,280 |
2,285,000 |
Stephen Smith |
320 |
40,000 |
John Whittle |
- |
7,000 |
Jonathan Bridel |
- |
7,000 |
Other
The Group participated in a number of loans in the yearin which StarwoodProperty Trust, Inc. actedas a co‐lender.
Starwood CapitalEurope Advisers LLP also act as InvestmentAdviser to Starfin GP Limited,the General Partner of StarfinEuropean Debt TC L.P. For the year ended 31 December2014 there were no transactions between the Group and Starfin European Debt TC L.P., but there have been four loans in which they have both participated as co-lenders.
23. EventsAfter the Reporting Period
On 23 January 2015,the Maybourne facilities were amended and restated with the effectof increasing the senior financing by £40 million and the mezzanine facilities being reduced by a corresponding amount. This restructure was an alternative to a complete refinancing of the debt and enabledthe Group to retain an investment (albeit lower) notwithstanding the improvement in the debt marketssince the time of the original transaction. Following the amendments, the Group's participation has been reduced to £11,244,898 and a lower interestrate is now being received. The returns are, however, commensurate with a transaction of this nature.
Since the yearend, additional drawdownsof €2,233,117 underthe W Hotel, Amsterdam facility,£147,006 under the Aldgate ower, London facility, £2,042,056 under the Centre Point, London facilityand £378,943 under the FC200 London facility have been made. Scheduled amortisation of €35,750on the Office, Amsterdamfacility and £797,389on the Heron Tower, Londonfacility have been received. In addition, repayments of €2,363,980 from the RetailPortfolio, Finland facilityhave been received.
Corporate Information
Directors
Stephen Smith (Non-executive Chairman) Jonathan Bridel (Non-executive Director) John Whittle (Non-executive Director)
(all care of the registered office)
Investment Manager
Starwood European Finance Partners Limited
1, Royal Plaza, Royal Avenue
St Peter Port, Guernsey, GY1 2HL
Solicitors to the Company (as to English law and U.S. securities law)
Norton Rose LLP
3 More London Riverside
London, SE1 2AQ United Kingdom
Registrar
Computershare Investor Services (Guernsey) Limited
3rd Floor Natwest House Le Truchot
St Peter Port
Guernsey, GY1 1WD
Joint Broker
Dexion Capital plc
1 Tudor Street London, EC4Y 0AH United Kingdom
Administrator, Designated Manager and Company Secretary
Ipes (Guernsey) Limited
1, Royal Plaza, Royal Avenue
St Peter Port, Guernsey, GY1 2HL
Registered Office
1, Royal Plaza, Royal Avenue
St Peter Port, Guernsey, GY1 2HL
Investment Adviser
Starwood Capital Europe Advisers, LLP
2nd Floor, One Eagle Place
St. James`s
London, SW1Y 6AF United Kingdom
Advocates to the Company (as to Guernsey law)
Mourant Ozannes
1 Le Marchant Street StPeter Port Guernsey, GY1 4HP
IndependentAuditors
PricewaterhouseCoopers CI LLP Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey, GY1 4ND
Joint Broker
Jefferies International Limited
Vintners Place
68 Upper Thames Street London, EC4V 3BJ United Kingdom
Principal Bankers
Barclays Private Clients International Limited
PO Box 41
Le Marchant House St Peter Port Guernsey, GY1 3BE