GLI Finance Limited

 

Audited Interim Results for the six month period ended 30 June 2014

 

Financial Highlights

 

·      Stable capital performance during the period with NAV per share of 48.53p as at 30 June 2014 (31 December 2013: 49.99p).

 

·      ROE of 12.26% (annualised in in local currency terms), in the middle of the GLI Finance ("GLIF") 10-15% target range.

 

·      The volume of loans originated through GLIF's platforms increased by 48% to GBP41.0m, of which the amount GLIF invested through the platforms increased by 60% to GBP8.5m.

 

·      2.5p dividend paid (2.5p paid for the comparable period last year)

 

 

Operational and investment highlights

 

·      In the period GLIF made five new investments in SME finance companies, in accordance with its stated strategy. These were:

 

-     Finpoint UK, a UK lender to SMEs

-     TradeRiver Finance, a global online trade finance company

-     European Receivables Exchange, a Danish invoice financing company

-     CrowdShed, a multi asset and multi jurisdiction crowd funding company

-     Proplend, a UK property backed lending company

 

·      A further three investments have been made since 30 June 2014, which were:

 

-     Finexkap, a French, web-based platform providing a working capital financing

-     LiftForward, a P2P and marketplace financing platform provider

-     The Credit Junction, a marketplace working capital and supply chain financing platform 

 

·      CFO Emma Stubbs was appointed to the Board on 16 September 2014.

 

·      Marc Krombach will join as Managing Director in October 2014 to support Geoff Miller in growing the platforms.

 

Geoff Miller, CEO said: "There continue to be issues with the provision of SME finance globally. The banks continue to be risk averse but many have also adopted a purely quantitative approach to lending that makes many businesses unbankable, despite their huge growth potential. At the same time, many new alternative finance platforms are looking more towards institutional capital to fund their lending to these businesses, rather than a broader based P2P model, so the outlook for GLIF is very positive.

 

GLI Finance is soon to have a unique range of 16 SME finance platforms that span asset class and geography. We are now entering a phase of scaling these platforms significantly so that they can lend to a greater number of businesses and help GLIF deliver exciting returns for its shareholders."

 

Contact

 

GLI Finance Limited

Geoffrey Miller

+1 203 916 0003

+44 7408 830719

 

Panmure Gordon

Dominic Morley

+44 (0)20 7886 2500

Joanne Lake

+44 (0)113 357 1151

 

Camarco

Ed Gascoigne-Pees

+44 (0)203 757 4984

+44 (0)788 400 1949

 

Hazel Stevenson

+44 (0)203 757 4989

+44 (0)798 600 9720

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHAIRMAN'S STATEMENT

 

I am pleased to report the results of GLI Finance Limited ("GLIF" or the "Company") for the six months ended 30 June 2014.

 

During the period the Company continued to deliver a stable capital performance despite a number of changes to the assets held, the most significant one in terms of absolute value being the disposal of our remaining CLO portfolio - including the original CLO holding within the Company T2 CLO 1 Ltd ("T2 CLO") - with the Company receiving part cash and partly an investment in Fair Oaks Income Fund Limited ("FOIF").

 

However, just as important within the period and more important for the long term success of the business was our acquisition of five new investments in Small and Medium Enterprise ("SME") finance platforms. This is in line with our strategic plan of orienting our SME finance activities from loans originated by third parties towards origination of SME finance through the platforms in which we have an equity interest and with whom we are working to develop a unique SME finance business, combining traditional SME finance disciplines with the fast-growing online alternative finance providers, many of whom would be described as "peer to peer" ("P2P") or marketplace lenders. The acquisitions made in this period bring the total number of investments in platforms by GLIF up to ten. The majority of these are still in relatively early days but the signs are encouraging that we have a range of businesses and management teams capable of producing strong returns through the economic cycle and across a number of jurisdictions.

 

Since the end of the period we have completed a further three transactions and expect shortly to conclude on a further three, details of which are within this report. It is expected that the platforms with whom we now have a relationship will form the core of the Company's business in the future.

 

SME Investments

Our first origination platform, BMS Finance ("BMS") continues its progress and a deal was signed during the period with the UK Government's British Business Bank Investment Programme for a matched funding facility. We believe that this is a very positive step for the Company as the management team seek to build on their impressive track record. FundingKnight and Platform Black both continue to grow, as this industry becomes more established, and we feel positive about their future plans.

 

The investments made at the end of 2013 in Raiseworks, a peer-to-peer lender to SMEs based in the US and Sancus, an offshore peer-to-peer lending platform, are both showing signs of great potential and we look forward to seeing how these companies progress for the rest of 2014 and over the coming years.

 

New Investments

In the first three months of 2014, the Company made five new investments and in accordance with our stated strategy, these investments were all in SME finance companies.

·      Finpoint UK, a UK lender to SMEs

·      TradeRiver Finance, a global online trade finance company

·      European Receivables Exchange, a Danish invoice financing company

·      CrowdShed, a multi asset and multi jurisdiction crowd funding company

·      Proplend, a UK property backed lending company.

 

As with all of the platforms in which we have invested, these companies are seeking to provide an offering that is complementary to the mainstream banking sector, rather than attempting to take on the banks at their own game. This is important, as we believe that this will ensure our businesses maintain a return across economic cycles, rather than being just a cyclical play due to the weakness of the banks after the financial crisis.

 

A further three investments have been made since 30 June 2014, with another three additional investments shortly to conclude. More details on these are included in the Chief Executive Officer's Report. All six investments are in complementary areas to the current portfolio.

 

Performance and Dividend

In the first half of 2014, despite the hive of activity going on with the new investments, we continued to deliver a stable capital performance whilst the continuing strong income flow to the Company underpinned the stable dividend. During the first six months the Company paid 2.5p in dividends (vs 2.5p in the same period last year). Although in the future we will no longer be receiving the CLO investment income, it is expected in time that the newer investments will provide at least as high a return as has been provided by the CLO portfolio. Therefore it is the intention that the dividends paid will continue to be paid on the same basis throughout the period of the Company's transition into the rapidly growing alternative finance market.

 

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHAIRMAN'S STATEMENT (continued)

 

Performance and Dividend (continued)

The Company's directly invested CLO portfolio produced excellent returns over the period in which it was held. The longest held and by far the largest position was the 100% residual economic interest in T2 CLO 1 Ltd ("T2 CLO"), which had been held since T2 CLO was formed in August 2007. Over the time from the original investment to our sale to Fair Oaks Income Fund, T2 CLO produced an IRR of 17%, and it is this order of magnitude of return against which our new investments will be measured over time. The return from T2 CLO was offset by a high cost base due to the external management of the CLO assets by an investment manager, which no longer applies since the management of GLIF is now entirely internalised at a considerably lower cost, despite the increased size and complexity of the Company. If the costs of the external manager are taken into account, the return received by the Company over the lifetime of its investment in T2 CLO is approximately halved.

 

Existing platforms continue to grow their businesses, deploying increasing amounts of GLIF's capital across a wide range of maturities. Over the period the volume of loans originated through GLIF's platforms increased by 48% to GBP41.0m, of which the amount GLIF invested through the platforms increased by 60% to GBP8.5m.

 

The Company's aim continues to be to provide our shareholders with a stable and predictable dividend and a double digit return on equity ("ROE"). During the six month period, annualised in sterling terms, the ROE was 4.29%, as the dollar weakness in the period reduced sterling returns significantly. This equated in local currency terms to 12.26%, in the middle of our 10-15% target range.

 

CLO Portfolio

As we stated in our last annual report, it has been the intention to look to transition gradually assets away from the CLO portfolio to origination over time. During the six month period ended 30 June 2014, the Company disposed of its remaining direct CLO investments through sales in the market and the IPO of FOIF. On 12 June 2014, the Company transferred its remaining CLO investments to FOIF in consideration for a cash element of approximately USD20.4 million and the issue of 34,298,425 shares in FOIF at a price of USD1.00 per share. The cash received from the transaction has now been fully invested into GLIF's underlying SME finance assets and the remaining holding in FOIF was valued, as at 30 June 2014, at GBP19.8m.

 

Financials

As at 30 June 2014, the Company had net assets of GBP68.4m, or 48.53p per share, compared to net assets of GBP70.1m, or 49.99p per share at 31 December 2013. The reason for the 2.99% decrease in NAV per share was the Company's sterling assets rising by 2.41p per share and its US dollar assets falling by 3.87p per share. This fall was partially offset by an increase of 1.5% in the value of the Company's equity shareholding in FOIF since its IPO on 12 June 2014 and an increase in the value of Raiseworks, the Company's US platform.

 

The comparative Group numbers show net assets attributable to equity holders decreasing from GBP74.1m as at 31 December 2013 to GBP62.0m as at 30 June 2014. The difference in the net assets at a Group and Company level represents the difference in accounting treatment of our subsidiaries and associates in the Group accounts versus fair value treatment of assets held in the Company's financial statements. The Board continues to believe that the performance of the net asset value at the Company level, as opposed to the Group consolidated level, is the more appropriate in assessing the performance of the underlying business.

 

For the period ended 30 June 2014, GLIF received interest income, dividends and other income totalling GBP5.6m, compared to GBP6.2m for the comparable period in 2013. In the Chief Financial Officer's Report there is a reanalysed Company Statement of Comprehensive Income which provides a detailed breakdown which hopefully makes the numbers more understandable.  Total operating expenses (including finance costs) increased slightly from GBP2.0m for the six months ended 30 June 2013 to GBP2.2m for the same period in 2014. Part of the reason for the increase in the current period was that for the first time the Company carried out an independent valuation of our SME portfolio. As our portfolio increases in this sector the Board wishes to ensure that the valuations reported reflect a true and fair view of current fair values.

 

As the Company is an investing company under AIM Rules, we are required to have an investing policy which is included at the end of the document after the financial statements.

 

Market Commentary

There continue to be issues within the provision of SME finance globally. The banks are constrained by a number of factors. Firstly there is the risk averse nature of their approach at present, driven partly internally and partly externally as a reaction to the excesses of the past; secondly there is the move towards a more purely quantitative approach to credit underwriting that inevitably makes many businesses unbankable, and finally there is the approach towards capital that now requires the banks to provide more capital against certain types of business, making that business less profitable for the banks than historically was the case. The first of these three can be seen as a cyclical phenomenon, and there are already signs that the banks are tentatively beginning to push back against the regulators' more cautious approach. However, the other two factors will inhibit the banks' ability and desire to compete in many areas of SME finance for many years to come.

 

GLI Finance Limited

For the period ended 30 June 2014

CHAIRMAN'S STATEMENT (continued)

 

Market Commentary (continued)

At the same time there is increasing acceptance of new, principally online, SME finance providers that are providing funding that is not available through the banks. As these new providers of finance grow, so interest amongst institutions to invest in the loan assets originated is growing. Many new platforms are moving towards a more institutional provision of capital to fill their loans, rather than a broader based P2P model. We expect this to continue and for there to be a realisation that access to loan origination capability has an inherent value in itself in time. Given that GLIF has a unique range of SME finance platforms, reaching across asset classes and geographies, the market conditions would seem to be extremely favourable.

 

Executive Team

In the 31 December 2013 annual report it was stated that Emma Stubbs joined the Company as Chief Financial Officer ("CFO") as part of the Executive Team, joining Geoff Miller our Chief Executive Officer ("CEO").  I am also delighted to say that Emma was appointed to the Board on 16 September 2014. 

 

As the Company continues to expand and make further investments in SME finance companies, a third member will join the Executive Team and I am pleased to announce that Marc Krombach will be joining the Company as Managing Director in October 2014. Marc's role will be to support Geoff Miller in helping our range of platforms grow to their full potential.

 

Corporate Strategy

Our objective has always been, since the Company was founded nine years ago, to provide a 10-15% return from the provision of SME finance and that remains the case. To achieve this the corporate strategy has evolved over time, from an externally managed investment into third party originated loans, then to an internally managed finance company with the appointment of Geoff Miller as an Executive Director in April 2011 and now to a leading player in the alternative finance sector, managing a unique range of financing solutions for SMEs globally. 

 

Outlook

The Company now has investments in thirteen platforms and this number will shortly increase to sixteen.  We have a diversity of platforms which should provide some very substantial potential with an acceptable level of risk.

 

After a three and a half year period, from the acquisition of Asset Management Investment Company PLC to the completion of a range of transactions this period, GLIF has moved to a unique position. The Company is now beginning to resemble the coherent family of businesses that we have been seeking to achieve. The next twelve months and beyond will be a period in which we begin the process of building each of these businesses to operate on a significantly larger scale. The future looks extremely promising; although there are bound to be challenges along the way, the potential is considerable.

 

I would like to thank shareholders for their continued support and enthusiasm for the changes we have made over the past few years. As the Company has progressed, so the liquidity of our shares has increased, by 50% over the past six months following a 100% increase over the previous twelve months. We endeavour to run our Company in a manner which embraces shareholders of all sizes, and I am always grateful for any feedback that anyone wishes to provide. 

 

 

 

Patrick Firth

Non-Executive Chairman

Date: 22 September 2014

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF EXECUTIVE OFFICER'S REVIEW

 

In our last annual report I stated that we expected the coming twelve months to continue the reshaping of our business, with the goal of becoming a leading alternative provider of SME finance. This continued reshaping has certainly been the case thus far this year, and we now sit as a unique business, working with a range of the world's best alternative finance platforms. Our challenge now is to convert our unique position, strategy, skill sets and experience into returns for investors.

 

We are building a range of partnerships with online and offline finance platforms that we believe have a sustainable competitive advantage, strong and experienced management teams, are complementary in approach to the traditional finance industry and have a strong qualitative and quantitative approach towards their business. We invest in and through these platforms to optimise returns to our shareholders.

 

However, it is not our goal to achieve simply a strategic position in the emerging alternative finance market without maintaining the financial returns that investors have come to expect from GLIF and we have two ways in which we are focused on ensuring that we generate cashflow through the business.

 

Firstly there is our approach of not only investing in the platforms but also in the underlying loans originated by the platforms. This achieves two things; firstly we generate attractive cash returns to support the dividend but secondly we can ensure that, whatever the market conditions, our platforms can fill the loans that they originate. This may seem an academic point in the current market conditions, when investors are seeking loan assets, but if there are any platforms that fail, it is inevitable that many investors will hold back from further investment for a time. Our platforms will not suffer in such an environment, indeed it may offer the opportunity to make progress against the competition, as others may need to rein in their growth for a period.

 

Secondly we are focused on ensuring that our platforms are run with an aim of building a profitable business, not just simply a large business. This runs contrary to many of the maxims of many investors in this space, because they have come from a technology background and believe that size is all that matters initially, profitability will follow and not learnt the lessons of the past that big companies as well as small ones in finance can become insolvent.

 

Our Chief Financial Officer's Report that follows this report covers the progress made in the first half of 2014 and therefore I will not dwell on the operational results. From a strategic standpoint, the first six months 2014 saw five additional platforms brought into our family of businesses and our position cemented as a leading provider of SME finance to alternative platforms in the UK, with some exposure to Europe and to the US. By the end of the period we had ten platforms and these could be grouped into broad categories as shown in the table below.

 

Category	UK	Europe	US
Term Lending:	BMS Finance		Raiseworks
	FundingKnight
	Finpoint
	Proplend
	Sancus
Short Term/ Receivables Finance:	Platform Black	European Receivables Exchange
Trade Finance:	TradeRiver
Multi Asset/Other Assets:	CrowdShed

 

Since the period end we have agreed a number of transactions that will significantly enhance our international business, broaden our range of businesses in which we have a stake, increase the range of activities in the US and Europe, diversify the asset classes served in the UK and introduce for the first time a business outside of the UK, US and Europe. To this end, the following strategic partnerships have been agreed:

 

Finexkap

GLIF economic interest 36.6% (expected to reduce to 26.44%) ordinary shares

GLIF invested EUR3m in Finexkap, a French web-based platform providing a revolutionary solution to working capital financing on 22 July 2014. The platform brings together SMEs and professional investors and provides a unique approach to receivables financing in a fast, user-friendly and highly secure environment.

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF EXECUTIVE OFFICER'S REVIEW (continued)

 

LiftForward

GLIF economic interest 20.9% ordinary shares

On 28 August 2014, GLIF acquired a 20.9% interest in LiftForward, Inc., a SaaS company which operates P2P and marketplace financing platforms for organisations with a large number of small business customers or members. LiftForward's technology enables organisations to connect customers or members with various forms of capital. Services also include portal development, underwriting, servicing and reporting. The platform and services can be customised to meet the specific needs of each client organisation and the small businesses they serve.  The company has announced a significant deal with Microsoft to provide small business loans through the 100 Microsoft Stores in the US and through the Microsoft Store website.

 

The Credit Junction

GLIF economic interest 23.1% ordinary shares

In September 2014, GLIF made a USD1.5M investment in The Credit Junction, an online marketplace lending platform focused on providing working capital and supply chain financing solutions to industrial and manufacturing SMEs. 

 

The Credit Junction focuses on SMEs seeking loans of USD200K to USD2M within the aerospace and defence, oil and gas, automotive, power, transportation, agricultural services, construction and manufacturing sectors.

 

The platform will transform how SMEs finance supply chain working capital by creating working capital flexibility, alleviating cash flow problems due to changing payment terms, facilitating and simplifying access to capital and decreasing time to borrow and overall funding costs.

 

TradeRiver USA

In September 2014, GLIF agreed to make an investment in TradeRiver USA a non-bank online funding solution, which finances trade, both cross-border and in the US. Companies registering with TradeRiver USA gain access to a one-stop purchasing system that removes complexity from the supply chain and provides much needed working capital, enabling them to transact with the confidence of a cash buyer. It works by providing the buyer, at any point in the supply chain, with a pre-approved revolving facility that can be used to finance trade with multiple suppliers. Payments and administration are paperless and transparent via a  secure on-line platform.

 

An affiliate of the UK based company and another platform of GLIF's, TradeRiver Finance, TradeRiver USA is ready to serve a fast-growing community of forward-thinking businesses looking for an alternative to traditional trade finance. Buyers and sellers in any supply chain can benefit from a level of flexibility, responsiveness and agility that simply isn't available from traditional bank-based finance.

 

UK Bond Network

GLIF has agreed to make an investment into UK Bond Network, a Peer-to-Peer Bond Platform which uses its syndicate of experienced investors to provide fast, flexible finance to businesses seeking debt funding. Its unique approach of structuring finance, combined with the Company's network of exclusively experienced investors, allows each bond to be specifically tailored to the issuing company.

 

Ovamba

GLIF has agreed to make an investment in Ovamba Solutions Inc, a peer-to-business investment platform that was created to address two issues: solve the problem of restricted access to affordable credit for the small and medium enterprise sector of Africa; and connect institutional investors and the diaspora to their home countries by offering safe, viable investment opportunities with good returns.

 

Ovamba has used the latest technology to connect the members of the more than 40 million strong African diaspora to investment opportunities in their home countries. African entrepreneurs now have reliable partners to help them build their home economies. They offer investors a transparent, secure platform where they can invest in loans that could potentially outperform other investment opportunities.

 

Finpoint Europe

GLIF is working with Finpoint Germany on a joint venture deal to create Finpoint Europe. Finpoint is an internet based matchmaking platform which is now well established in Germany, Austria and the UK. It offers SMEs access to finance, bringing together corporate borrowers, advisors and lenders. In order to meet SMEs lack of diversity of finance, we are planning to offer this service as soon as possible across 10 European countries. This Pan- European platform (styled SME Eurohub) will provide a "one-stop" window for companies requiring funding, including development loans and grants. The infrastructure will be a single, uniform database offering cross-border financing from banks, specialist lenders (leasing, factoring, trade finance), alternative lenders (peer-to-peer platforms, crowdfunders, pension funds, family offices) and public lending and investing entities. Since inception in 2011, the Finpoint group has completed Euro 0.5 billion in lending transactions and has 5,000 registered SME's seeking finance and 250 lenders offering their services.

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF EXECUTIVE OFFICER'S REVIEW (continued)

 

The range of activities within the GLIF family post the transactions that are now in the pipeline will provide a broadly based, multi-asset group of complementary businesses that can add significant value to one another through working with each other.

 

Category	UK	Europe	US	Rest of the World
Term Lending:	BMS Finance	Finpoint Europe	Raiseworks
	FundingKnight		LiftForward
	Finpoint
	Proplend
	Sancus
Short Term/ Receivables Finance:	Platform Black	European Receivables Exchange	The Credit Junction	Ovamba
		Finexkap
Trade Finance:	TradeRiver		TradeRiver USA
Multi-Asset/Other Assets:	CrowdShed
	UK Bond Network

 

Having, for the past eighteen months, been working to build a global network of leading SME finance businesses we now feel that we have a comprehensive group of relationships. Whilst we would not rule out relationships with further parts of the value chain in delivering SME finance, it is unlikely that the overall shape and extent of the family of relationships that we have will alter materially in future.

 

The Future

The mix of business within the Company will be a function of the relative growth rates of the various businesses, but I think it is reasonable to expect that the single largest geographical exposure for the business will be the US, as it always has been, with the UK and Europe smaller but significant exposures. This balance of revenue streams should ensure that the Company has a broadly based currency exposure. Rather than hedge our exposures back into sterling the Company has for the past five years taken the view that diversification is a more efficient and less costly way to manage exposures than hedging.

 

The largest movement in the Company's portfolio during the period was our exiting direct investment in CLO investments for the first time since 2007. It had been an excellent asset class for the Company over the period of our investment but given that the returns on CLO equity had come down to a similar level to that which can be obtained from unleveraged specialist lending assets, such as those originated through our platforms, it is logical for us to seek a staged exit to the CLO business altogether. During the period, Fair Oaks Income Fund Limited ("FOIF") was listed and our remaining CLO positions were exchanged for shares in the resultant vehicle and cash. We received USD20.4m in cash and 34,298,425 shares in FOIF. The cash available was put to work within and through our finance platforms.

 

Our broad range of platforms brings with it opportunities to add value across the family of businesses, which we are just beginning to explore and to exploit. We have had a range of examples of transactions being referred amongst platforms within a particular jurisdiction and we have had our first examples of potential transactions being referred across borders, as well as platforms in one jurisdiction providing services to a client of a platform in a different jurisdiction. In order to ensure that this cross-referral and co-operation works, we work hard to ensure that our platforms are complementary with one another and not directly competing.

 

In addition, our service providers now have experience of working with a wide range of platforms and can add value to individual platforms or to the group of platforms as a whole. An example of this is the work GLIF has commissioned on behalf of our non-US platforms in respect of the Foreign Account Tax Compliance Act under US Federal Law ("FATCA"). As detailed in the Chief Financial Officer's Review, this is an important area for smaller financial institutions and requires action by almost all non-US platforms. It would be costly for an individual platform to obtain the necessary advice, but in our case we were able to absorb the cost within the work being done on GLIFs behalf to ensure that we are FATCA compliant.

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF EXECUTIVE OFFICER'S REVIEW (continued)

 

The Future (continued)

As flagged in our last annual report issued March 2014, this year has seen an increasing institutionalisation of the P2P or Marketplace Lending sector. This reflects both the scale of the businesses and the diversity. There is currently a virtuous circle whereby the larger a platform's origination capability, the easier it is for that pipeline of business to be funded. We expect this to continue to be the case for the foreseeable future, as the weight of potential institutional money available to this asset class is considerable.

 

We have seen the first handful of securitisations in the US of marketplace lending, and we would expect Europe to follow in the latter part of this year or early next year. With this development the extent of potential institutional funding will multiply, as a range of institutional risk appetites can then be met from alternative finance assets. There will of course be a constraint to growth at some point, but the size of the potential market is currently a large multiple of the opportunities being funded by alternative finance platforms and therefore the current exponential growth has some way to go.

 

As the alternative finance platforms grow, so the increased attention has naturally brought in other potential investors wishing to participate in the equity of the platforms themselves. This is putting some upward pressure on the valuation of platform equity. We have maintained a firm line on how we believe these platforms should be valued, and refused to bid up to participate in fund raisings. We can continue to execute deals at below the price that others may be prepared to pay since we bring a wealth of experience of the sector, plus the ability to both fund the equity of the platform and the underlying loans, unlike most prospective investors in the sector.

 

In conclusion, our goal three and a half years ago when we started the reshaping of the business was to build within GLIF a unique SME finance business that could originate loan assets diversified by geography, industry, size of lending and type of lending. We now have the range of platforms required to deliver on the objective we set ourselves and the short and medium term goal will now be to drive value through the growth in these businesses.

 

This year has been a year of momentous change within GLIF, and we are now positioned to take advantage of the opportunities and address the challenges that doubtless will present themselves as our business and the alternative finance industry matures.

 

 

 

 

 

Geoffrey Miller

Chief Executive Officer

Date: 22 September 2014

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW

 

As commented on in the 31 December 2013 annual report, we have started to see a shift in the make up of the Company's income compared to prior years, which predominantly saw income arising from CLO assets being replaced by income earned from the increased investment in SME lending, which we believe offers sustainable high risk-adjusted returns.

 

The first six months of 2014 was a busy period of change for GLIF. The Company made five new investments in SME finance companies and also by the end of June 2014, and as covered in the Chief Executive Officers report; the entire CLO portfolio has been disposed of.

 

Portfolio Update

As at the 30 June 2014, at a Company level the portfolio was valued at GBP62.4m, made up of SME Platforms GBP16.7m, Loans GBP24.7m, Other GBP21.0m and net cash of GBP6m bringing the total Net Asset Value ("NAV") to GBP68.4m. This was in comparison to a NAV of GBP70.1m at 31 December 2013, comprising of a portfolio valuation of GBP68.9m, made up of CLO Portfolio GBP43.1m, SME Platforms GBP8.9m, Loans GBP15.5m, Other GBP1.4m and GBP1.2m net cash.

 

A breakdown of each category is noted below but the main points to note are that as previously discussed, all of the CLO portfolio was disposed of during the period and an investment in FOIF was made. The FOIF investment is included in 'Other' in the table below. The Company also completed investments in five new platforms, Finpoint UK, TradeRiver Finance, European Receivables Exchange, CrowdShed and Proplend during the period, causing this asset class to increase by 87% from 31 December 2013. The loans balance includes loans made though the platforms and to the platforms as well as other loans made in the period. This category increased by 60% from 31 December 2013. The net current assets of GBP6m at the end of June 2014 comprised mostly of cash following the disposal of the CLO investments, all of which was allocated to new acquisitions planned shortly after the period end.

 

Some statistics on the Company portfolio are set out in the tables below:

 

Asset Class	30 June 2014		31 December 2013		30 June 2013
	GBPm	%	GBPm	%	GBPm	%
CLO Portfolio	-	0%	43.1	61%	42.8	61%
SME Platforms	16.7	24%	8.9	13%	1.4	2%
Loans	24.7	36%	15.5	22%	13.4	19%
Other	21.0	31%	1.4	2%	2.0	3%
Net Cash	6.0	9%	1.2	2%	10.0	15%
Total	68.4	100%	70.1	100%	69.7	100%
Geographical Split	30 June 2014		31 December 2013		30 June 2013
	GBPm	%	GBPm	%	GBPm	%
Europe	1.6	2%	5.7	8%	1.1	1%
UK	56.7	83%	22.0	31%	13.0	19%
US	4.1	6%	41.2	59%	45.6	65%
Total investments	62.4	91%	68.9	98%	59.7	85%
Net current assets	6.0	9%	1.2	2%	10.0	15%
Total	68.4	100%	70.1	100%	69.7	100%

 

CLO Portfolio

The balance at the end of June 2014 was nil following the disposal of all of the CLO Portfolio in the period.

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

SME Platforms

The total value held in SME Platforms increased during the period by 87% from GBP8.9m at 31 December 2013 to GBP16.7m at 30 June 2014, following the five new investments in Finpoint UK, TradeRiver Finance, European Receivables Exchange, CrowdShed and Proplend.

 

An independent valuation on the SME Platforms was carried out in the period for the first time. The Board considered this report and reviewed the fair value of the platforms and where applicable adjusted the valuation of the platforms.

 

BMS

The Company has a 66.7% equity stake in GBHL which at 30 June 2014 had an equity value of GBP1.2m (31 December 2013 GBP1.5m)

 

GBHL comprises of a 100% interest in BMS Finance AB Ltd ("BMS") the UK operating business, a 100% interest in Noble Venture II Nominees Ltd ("NV2N") and a 95% interest in NVF Tech Ltd (previously named HiWave UK) ("NVF").

 

The company finances high growth SMEs, predominantly in the UK. Typically these businesses have up to GBP25m of revenue, but do not require a three year track record of profits. The loans are two to three year senior secured amortising loans of GBP500k-GBP4.5m and in addition to the loan itself, BMS typically obtains a warrant or exit fee. The focus of the portfolio is business services and technology companies.

 

Towards the end of 2013 BMS agreed a GBP15m matched funding facility with the British Business Bank Investment Programme and it is expected that this money will start to be put to work in the second half of 2014. The GBP15m from the British Business Bank Investment Programme will be matched by GBP7.5m from GLIF and GBP7.6m from BMS Finance.

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	1.2	1.5
GLIF Preference Shares	-	-
Loan Book	17.1	12.6
GLIF Economic Interest	18.3	14.1

 

FundingKnight

The Company has a 20% equity stake in FundingKnight Holdings Limited with an original investment in July 2013 of GBP1.5m for a combination of ordinary and preference shares. The Board reviewed the fair value of the holding at 30 June 2014 and this was increased to GBP3.0m.

 

FundingKnight provides SME finance through crowd funding from a broad base of investors. The maximum loan size is GBP150k and the maximum term is five years. An experienced in-house team of SME bankers, using both quantitative and qualitative analysis, underwrites the loans. The loan book has grown rapidly since our initial investment in July 2013 and we expect this to continue.

 

The business provides traditional small business banking delivered through modern architecture, in a way that is no longer possible through the "computer says yes/computer says no" approach of the larger banks. GLIF invested GBP1.5m in the ordinary shares and preference shares of FundingKnight for at least 20% of the business. The fair value of the investment in FundingKnight has increased to GBP3m (GBP2m of ordinary shares and GBP1m of preference shares) as at 30 June 2014, reflecting the progress of the business. GLIF also had a loan book originated through FundingKnight of GBP3.080m (GBP1.291m at 31 December 2013) by the end of June 2014. This is a broadly based book of UK SME loans.

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	2.0	0.5
GLIF Preference Shares	1.0	1.0
Loan Book	3.1	1.3
GLIF Economic Interest	6.1	2.8

 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Platform Black

The Company invested GBP2.0m for a combination of ordinary and preference shares in September 2013. The Board increased the valuation to GBP3.0m at the end of the period.

 

Platform Black is a UK based peer-to-peer invoice trading and supply chain finance business. Its investor base is exclusively sophisticated investors, funds or corporate entities and these investors bid for tranches of invoices from 5% of the principal upwards through Platform Black's proprietary platform.

 

The Directors' assessment of the fair value of GLIF's investment in Platform Black increased in the period from the purchase price of GBP2m to GBP3m (GBP2m of ordinary shares and GBP1m of preference shares).

 

Platform Black launched in June 2012 and by the end of June 2014 has financed invoices of over GBP67.3m, advancing over GBP59.2m in 1,392 auctions for periods of 30, 60 or 90 days. At the end of June 2014, GLIF had GBP1.1m invested through the platform (GBP163k at 31 December 2013).

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	2.0	1.0
GLIF Preference Shares	1.0	1.0
Loan Book	1.1	0.2
GLIF Economic Interest	4.1	2.2

 

Raiseworks

On the 19 December 2013, the GLIF invested USD1.5m in the US peer-to-peer SME lending business, Raiseworks, LLC ("Raiseworks") for an initial 50% holding which is expected to decrease to a 20% to 30% holding over time. The Raiseworks business began in 2011, to improve small business access to credit and to increase investment opportunities in small businesses. The Raiseworks team has spent the past two years building the platform, developing the credit underwriting model, establishing partnerships, and securing a broker dealer license.

 

The Raiseworks platform automates the private capital formation process by bringing increased efficiency and transparency to businesses and investors. It utilises one of the largest private company databases in the United States and a suite of proprietary, predictive algorithms in an effort to provide community members with an information advantage. The first two loans totalling USD0.4m were funded in May 2014.

 

The Directors' valuation of the GLIF equity stake in Raiseworks was increased from USD1.5m at 31 December 2013 to USD3.75m at 30 June 2014. This reflects both progress in building the business and a significant commitment to provision of loan capacity across the platform provided by an institutional investor. In addition, during the period GLIF made a USD2m loan to the Company for working capital purposes.

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	2.2	0.9
GLIF Preference Shares	-	-
Loan Book	1.2	-
GLIF Economic Interest	3.4	0.9

 

Sancus

On 6 December 2013, the Company acquired a 7.4% equity stake in Sancus and the option of acquiring up to GBP2.725m preference shares. During the period the GBP2.725m preference shares were fully paid up. The Board has considered the fair value of the equity holding at 30 June 2014, and taking into account the strong progress of the company, increased the valuation from GBP0.3m at 31 December 2013 to GBP0.74m at 30 June 2014.

 

Its target market is entrepreneurs, SMEs, HNWIs and professionals and it offers attractive returns to clients who wish to participate in co-investment lending opportunities. Sancus takes a holistic approach when reviewing complex borrowing opportunities and takes into consideration a potential borrower's total asset base, while making decisions quickly and providing certainty to potential borrowers. Sancus will also co-invest in all deals, providing comfort to fellow lenders, making its model somewhat similar to GLIF itself, albeit focused on offshore jurisdictions.

 

The loan book is growing rapidly, since the company opened for business in January 2014. As at 30 June 2014, the Company has now written GBP11.95m of loans (GBP6.0m in Q2 2014), average size GBP1.1m and 22 months average duration.

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Sancus (continued)

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	0.7	0.3
GLIF Preference Shares	2.7	2.7
Loan Book	-	-
GLIF Economic Interest	3.4	3.0

 

Finpoint UK

Finpoint UK is a joint venture between CRX (the German company that owns Finpoint) and GLIF. The platform provides financial institutions with the opportunity to acquire loans direct from SMEs; a similar model to P2P, but with larger loan sizes and a solely institutional focus.

 

After a successful three years in Germany, Finpoint approached GLIF, as it wished to enter the UK market but wanted a local partner to help shape the strategy. On 24 January 2014, a new Company was created called Finpoint Ltd whereby GLIF purchased a 75% equity stake in the UK business for GBP0.75m and CRX subscribed for the remaining 25% for GBP0.25m. GLIF also subscribed to GBP0.5m of preference shares. The Company has been granted an exclusive perpetual license from CRX to use the Finpoint platform in the UK. The Company has made two small initial loans recently whilst the platform has been tested and now has an impressive loan pipeline due to go live in the coming month.

 

The Board has reviewed the fair value of the holding in Finpoint UK and has increased the carrying fair valuation of the equity held from GBP0.75m from the purchase price on 24 January 2014 to GBP1.0m at 30 June 2014. In addition, GLIF holds GBP0.5m of preference shares.

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	1.0	-
GLIF Preference Shares	0.5	-
Loan Book	-	-
GLIF Economic Interest	1.5	-

 

TradeRiver Finance

TradeRiver Finance is a non-bank online funding solution which finances trade, both cross-border and in the UK. The company provides businesses with finance to purchase goods and services through a convenient online platform. The average loan term is approximately 100 days and loan sizes average approximately GBP80,000. The Company has shown impressive growth rates in the last six months from financing GBP16.6m in a six month period compared to GBP14.8m in the full twelve months of 2013.

 

GLIF has provided TradeRiver with a GBP2m subordinated loan facility, and acquired a 10% stake in the equity of the business for GBP0.8m on 11 February 2014. As at 30 June 2014, GBP0.125m of the subordinated loan facility had been drawn down.

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	0.8	-
GLIF Preference Shares	-	-
Loan Book	0.1	-
GLIF Economic Interest	0.9	-

 

European Receivables Exchange (Dansk Faktura Børs)

On 13 February 2014, the Company acquired a 5% equity stake in European Receivables Exchange for DKK4.5m (GBP0.5m). At 30 June 2014 the valuation was GBP0.5m.

 

The company is an invoice discounting business, currently operating principally in Denmark but has the potential to broaden its reach across Europe. It is different from Platform Black not only geographically but also in the fact that there is no fractional bidding and the individual bids for the entire invoices are quoted as a percentage of the invoice face value, rather than the return per month.

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

European Receivables Exchange (Dansk Faktura Børs) (continued)

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	0.5	-
GLIF Preference Shares	-	-
Loan Book	-	-
GLIF Economic Interest	0.5	-

 

CrowdShed

CrowdShed is creating a new multi-faceted approach to crowd funding, bringing together rewards and donations with equity and commercial debt opportunities. GLIF acquired a 46.8% equity stake in (expected to reduce to 26% over time) Crowdshed for GBP0.6m on 21 February 2014, giving GLIF exposure to the fast growing financial crowd funding industry. CrowdShed will also provide opportunities for GLIF to participate in a variety of assets as different products and funding campaigns are launched on the platform.The valuation at 30 June 2014 was GBP0.6m.

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	0.6	-
GLIF Preference Shares	-	-
Loan Book	-	-
GLIF Economic Interest	0.6	-

 

Proplend

On 7 March 2014, the Company acquired a 22.5% equity stake in Propend for GBP0.5m ordinary shares and the option of acquiring up to GBP0.5m preference shares. The valuation at 30 June 2014 was GBP0.5m.

 

Proplend is a secured P2P lender run by an experienced property team with a differentiated product. The company focuses on the UK commercial property market and loan sizes of typically between GBP100k and GBP5m. It is fully launched online and GLIF has invested GBP0.31m on the platform in August 2014.

 

	30 June 2014 (GBPm)	31 December 2013 (GBPm)
GLIF Ordinary Shares	0.5	-
GLIF Preference Shares	-	-
Loan Book	-	-
GLIF Economic Interest	0.5	-

 

Subsequent to the period end, a further three investments in SME platforms were made, which has been referred to earlier in the CEO Report.

 

Loans

As at 30 June 2014, the Company's loan balance had increased from GBP15.5m at 31 December 2013 to GBP24.7m. The loan balance has increased by 60% in the period as funds received from the disposal of the CLO portfolio was utilised.

 

Platform Loans

Of the GBP24.7m loan balance, GBP22.6m of this related to loans on our platforms. The loan with GBHL which was GBP12.6m at 31 December 2013 increased to GBP17.1m in the period. The coupon rate of the loan is 8%. The loan amount invested through the FundingKnight platform increased from GBP1.3m at 31 December 2013 to GBP3.1m at the end of the period, typically with gross returns in excess of 11%.  The Company also provides funding through the platform of Platform Black. At the 31 December 2013 this balance was GBP0.2m, which increased to GBP1.1m at the end of June 2014.  The average IRR on Platform Black was greater than 13%. In addition, loans were made to two of the new platforms acquired since the December 2013 year-end. A USD2m bridging loan facility was made to Raiseworks at an interest rate of 12% and GBP0.13m with TradeRiver Finance whereby we have a GBP2m subordinated loan facility at an interest rate of 20%. 

 

Other Loans

A deal was accepted in the period for ten cents in the dollar plus a warrant for the sale of the loan with Koosharem (Select Remedy) which had a loan value of GBP0.7m at the 31 December 2013. GBP0.7m was received in cash in May 2014.

 

The loan with Lombardia Capital Partners ("LCP") remains in place with a carrying value of GBP0.7m (31 December 2013: GBP0.7m).

 

A further GBP1.4m was placed on loans with non-platform owned businesses at a rate of 12% to 12.5% during the period. 

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Other

Other balances held by the Company at the period end were GBP21.0m (31 December 2013: GBP1.4m).

 

As noted above the main reason for the increase in this balance is FOIF, which at 30 June 2014 was valued at GBP19.8m.

 

The balance also includes IFDC, a Japanese long-only equity manager. As at 30 June 2014, the value was GBP1.1m (31 December 2013: GBP1.1m). 

 

The equity of Stratus Technologies Inc was disposed of during the period (Valuation at 31 December 2013 GBP0.4m).

 

Company Statement of Comprehensive Income - Reanalysed

The below table reanalyses the Company's Statement of Comprehensive Income to separate out the realised and unrealised gains and losses and gains and losses on currency transactions and show a like for like comparison of income earned.

 

	30 June 2014	31 December 2013	30 June 2013
	GBP	GBP	GBP
CLO investment income	4,693,695	11,309,643	5,643,993
BMS interest income	505,333	930,135	459,832
Interest on Platform Loans (non-BMS) Interest on Other Loans	163,488 25,770	- 54,905	- 127,260
IFDC	-	169,430	-
Interest income and other fee income Preference Share Income	9,558 181,646	10,649 -	5,635 -
Total income	5,579,490	12,474,762	6,236,720
Expenses	(2,184,236)	(4,085,439)	(2,025,750)
Profit for the period/year (reanalysed)	3,395,254	8,389,323	4,210,970
Reconciliation to Company Statement of Comprehensive Income:
Realised loss on financial asset	(8,346,678)	(11,941,112)	-
Unrealised gain on financial asset	6,656,199	11,162,100	3,974,042
(Loss)/gain on foreign currency transactions	(262,495)	345,655	514,378
Profit for the period/year	1,442,280	7,955,966	8,699,390
Dividends paid in the period/year	3,512,312	6,556,713	3,277,400

 

In the reanalysed numbers, total income for the period of GBP5.6m was 10.5% down on the same period last year with interest from the CLO investment income being 16.8% down as the CLO portfolio was disposed of partway through the period and the CLO portfolio returns declined. This was compensated by an increase in the interest earned on the BMS loan, which had increased in the period from GBP12.6m to GBP17.1m along with interest earned on loans invested through the platforms which have previously been nil.

 

Expenses were 7.8% up on the same period last year from GBP2m to GBP2.2m. Although we saw the T2 management fees in the period decrease as they are linked to the valuation of the CLO portfolio, we also incurred in the period additional costs for the independent valuation on the portfolio which was carried out for the first time this period as well an accrual for the executive teams bonus pool which was nil in the previous period comparisons.

 

In the reanalysed Company Statement of Comprehensive Income which excludes realised and unrealised gains and losses on financial assets and foreign currency transactions, the profit for the six months ended 30 June 2014 was GBP3.4m, compared to a profit of GBP4.2m for the same period in June 2013. This was a decrease of 19.4% or GBP0.8m. During the period GBP3.5m was paid in the way of dividends to shareholders with GBP3.3m paid out in the similar period last year.

 

Change in Net Asset Value

During the period, the NAV has decreased slightly from GBP70.1m to GBP68.4m, representing a 2.4% decrease. This comprises of net proceeds from the issue of new shares from the take up of scrip dividends of GBP0.3m, profits of   GBP1.4m and dividends paid out of GBP3.5m.

 

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Change in Net Asset Value (continued)

During the period the number of shares in issue increased by 0.5% and the NAV per share went from 49.99p at the end of 2013, to 48.53p at the end of the period, being a decrease of 2.9%.

 

			GBP
Balance at 31 December 2013			70,112,635
Net Proceeds from Ordinary Shares issued			346,714
Profit for the period			1,442,280
Dividends Paid			(3,512,312)
Balance at 30 June 2014			68,389,317
Number of Shares in issue at 31 December 2013			140,266,411
Number of Shares in issue at 30 June 2014			140,918,264
NAV per Share at 31 December 2013			49.99p
NAV per Share at 30 June 2014			48.53p

 

FX Rates

The company has transactions in numerous currencies. The table below lists out the rates used for the periods/year ended 30 June 2014, 31 December 2013, and 30 June 2013:

 

	Rates of exchange v's GBP1
Currency	30 June 2014	31 December 2013	30 June 2013
USD	1.7106	1.6557	1.5213
EUR	1.2493	1.2041	1.1693
HKD	13.2576	12.8394	11.7994
DKK	9.3142	8.9852	8.7192

 

Principal Risks and Uncertainties

There are a number of risks and uncertainties that can impact the performance of the Company. Some of these are beyond the control of the Company and its Board. However the Board and Executive Team do closely monitor market trends and risks on an on-going basis and a review of risks forms part of the quarterly board meetings. The main risks identified by the Board that could affect the Company's performance are as follows:

 

Business risk:

The Company faces risks in a change in economic conditions as well as changes to lending rates and increased competition. The Executive Team monitor current economic information, trends and forecasts on a regular basis. The Board and Executive team also monitor data from the advisors and investee companies. To mitigate this risk, the portfolio is diversified in fixed and floating rate assets as well as robust underwriting by original platforms.

 

Portfolio Management risk:

There is a risk of underperformance of the underlying investments. There is Company representation on the portfolio company boards with the Chief Executive Officer being involved with portfolio companies' management. The Company closely monitors developments within portfolio companies. The Company also has a currency risk in that it has transactions in non-GBP. The financial statements are prepared in GBP. The Board monitors the foreign exchange fluctuations and considers using a hedging programme to mitigate loss against foreign exchange.

 

Operational risk:

The Company performs on-going internal monitoring of operational processes and controls and receives regular reports from the administrators of the Company on operational breaches and errors, adherence to policies and procedures and compliance reporting to reduce risk of fraud and bribery. The Board is aware of the UK Bribery Act 2010 and has adopted an anti-bribery policy relevant to the nature of the Company and its business activities. The Board has also adopted a succession plan to mitigate the risk of disruption from the loss of key individuals.

GLI Finance Limited

For the six month period ended 30 June 2014

CHIEF FINANCIAL OFFICER'S REVIEW (continued)

 

Principal Risks and Uncertainties (continued)

 

Default Risk:

The Company is exposed to default risk from the loans made on the underlying platforms. The Executive Team closely monitor the loans made and are confident in the management skills in accessing risk, origination and recovery. The CEO is on the board of these platforms and is kept informed of procedures around risk and is also alerted to any possible defaults early on. To date the Company has a zero default rate in the loans it has invested in. 

 

Compliance/Regulatory risk:

As a Guernsey Investment Company listed on the AIM market, the Company is required to comply with the AIM Rules. In conjunction with the Nomad, the Company Secretary monitors statutory requirements to ensure compliance with the AIM Rules. As a Guernsey incorporated company under the AIM Rules for Companies, the Company is not required to comply with the UK Corporate Governance Code issued by the Financial Reporting Council (formerly the Combined Code on Corporate Governance) and applicable for accounting periods beginning on or after 1 October 2012 (the "UK Code"). However, the Directors place a high importance on ensuring that high standards of corporate governance are maintained and have considered the principles and recommendations of the UK Code.  The compliance monitoring policies and procedures operated by the administrator and adopted by the Company provides compliance oversight and regular reporting of the Company's adherence with the Law, applicable legislation issued by the GFSC and provides the Company with reporting channels under anti-money laundering legislation.

 

During the period under review, the Company and the relevant financial entities within the Group completed registration with the IRS in order to receive their Global Intermediary Identification Numbers. Management will continue to monitor developments to ensure that the Group remains FATCA compliant for the year ended 31 December 2014.

 

Conflicts risk:

The Company now invests in a number of platforms and whilst no platform is in direct competition with any other, this is a consideration when looking at potential new platforms and one which the Company looks to avoid. The Chief Executive Officer is a board member on all the platforms in which the Company invests. There are service agreements in place to confirm that any information acquired as a result of being a Director of each platform remains confidential to that platform. No information is shared without the knowledge and consent of the relevant platform.

 

 

 

 

 

Emma Stubbs

Chief Financial Officer

Date: 22 September 2014

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

GLI Finance Limited

 

We have audited the condensed consolidated and Company financial statements (the "financial statements") of GLI Finance Limited (the "Company") for the six months ended 30 June 2014 which comprise Condensed Consolidated and Condensed Company Statements of Comprehensive Income, Condensed Consolidated and Condensed Company Statements of Financial Position, Condensed Consolidated and Condensed Company Statements of Changes in Equity, Condensed Consolidated and Condensed Company Statements of Cash Flows and the related notes.  The financial reporting framework that has been applied in their preparation is applicable law and International Accounting Standard ("IAS") 34, "Interim Financial Reporting" as adopted by the European Union.

 

This report is made solely to the Company's members, as a body, in accordance with Section 262 of The Companies (Guernsey) Law, 2008.  Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Respective responsibilities of Directors and Auditors

The Directors are responsible for the preparation of the financial statements which give a true and fair view.

 

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable legal and regulatory requirements and International Standards on Auditing (UK and Ireland).  Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.  This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.  In addition, we read all the financial and non-financial information in the Interim Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Opinion on the financial statements

 

In our opinion the financial statements:

•           give a true and fair view of the state of the Company's and Group's affairs as at 30 June 2014 and of the Company's profit and Group's loss for the period then ended;

•           are in accordance with IAS 34 as adopted by the European Union; and

•           comply with The Companies (Guernsey) Law, 2008.

 

Matters on which we are required to report by exception

 

We have nothing to report in respect of the following:

 

Under The Companies (Guernsey) Law, 2008 we are required to report to you, if in our opinion:

•           proper accounting records have not been kept by the Company; or

•           the financial statements are not in agreement with the accounting records; or

•           we have not obtained all the information and explanations, which to the best of our knowledge and belief, are necessary for the purposes of our audit.

 

 

 

 

Grant Thornton Limited          

Chartered Accountants

St Peter Port, Guernsey, Channel Islands

 

Date: 22 September 2014

GLI Finance Limited

For the six month period ended 30 June 2014

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

	Notes	Audited	Audited	Unaudited
		Period to	Year to	Period to
		30 June 2014	31 December 2013	30 June 2013
Revenue		GBP	GBP	GBP
Interest income		4,500,107	13,110,495	7,013,231
Dividend revenue		627,857	1,944,179	968,172
		5,127,964	15,054,674	7,981,403
Investment income
Net (loss)/gain on financial assets and liabilities at fair value through profit or loss
- Realised losses	4 & 8	(4,776,853)	(11,295,684)	(7,344,076)
- Net movement in unrealised gains	8	5,033,284	4,544,547	6,021,646
-  Loss on disposal of subsidiary	8	(10,056,443)	-	-
		(9,800,012)	(6,751,137)	(1,322,430)
Other income	6	1,243,812	1,534,570	865,132
(Loss)/gain on foreign currency transactions		(231,913)	399,541	589,954
Total (loss)/income		(3,660,149)	10,237,648	8,114,059
Expenses
Management fees		851,992	2,090,615	1,087,418
Administration and secretarial fees		144,688	206,072	142,970
Custodian fees		21,660	77,395	39,576
Legal and professional fees		531,223	629,825	414,888
Directors' remuneration		72,490	105,000	52,750
Directors' and officers' insurance		11,015	28,891	16,306
Audit fees		39,649	107,058	66,308
Independent valuation fees		150,500	-	-
Executive Team remuneration		338,748	161,783	75,000
Other expenses	5	2,247,226	2,660,715	972,695
Operating expenses before finance costs		4,409,191	6,067,354	2,867,911
Net (loss)/profit from operations before finance costs		(8,069,340)	4,170,294	5,246,148
- Finance costs		(428,704)	(2,284,840)	(1,106,243)
(Loss)/profit for the period/year after finance costs		(8,498,044)	1,885,454	4,139,905
Net losses on Associates	8	(949,992)	(118,716)	-
Reclassification of foreign exchange reserve on sale of subsidary		(1,892,799)	-	-
(Loss)/profit for the period/year		(11,340,835)	1,766,738	4,139,905
Other comprehensive income
Reclassification of foreign exchange reserve on sale of subsidiary		1,892,799	-	-
Foreign exchange on consolidation		(848)	(226,457)	405,796
Total comprehensive income for the period/ year		(9,448,884)	1,540,281	4,545,701
(Loss)/profit attributable to:
Equity holders of the Company		(10,766,716)	1,116,837	3,666,872
Non-controlling interest		(574,119)	649,901	473,033
		(11,340,835)	1,766,738	4,139,905
Total comprehensive income attributable to:
Equity holders of the Company		(8,874,765)	890,380	4,072,668
Non-controlling interest		(574,119)	649,901	473,033
		(9,448,884)	1,540,281	4,545,701
Basic & diluted (loss)/earnings per Ordinary Share	7	(7.66)p	0.84p	2.84p

 

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

GLI Finance Limited

For the six month period ended 30 June 2014

CONDENSED COMPANY STATEMENT OF COMPREHENSIVE INCOME

 

	Notes	Audited	Audited	Unaudited
		Period to	Year to	Period to
		30 June 2014	31 December 2013	30 June 2013
		GBP	GBP	GBP
Revenue
Interest income		4,874,785	10,574,839	5,262,914
Dividend revenue		627,857	1,889,274	968,171
		5,502,642	12,464,113	6,231,085
Investment income
Net loss on financial assets and liabilities at fair value through profit or loss
- Realised losses	8	(8,346,678)	(11,941,112)	-
- Net movement in unrealised gains	8	6,656,199	11,162,100	3,974,042
		(1,690,479)	(779,012)	3,974,042
Other income	6	76,848	10,649	5,635
(Loss)/gain on foreign currency transactions		(262,495)	345,655	514,378
Total income		3,626,516	12,041,405	10,725,140
Expenses
Management fees		851,992	2,090,615	1,087,418
Administration and secretarial fees		99,027	153,540	70,798
Custodian fees		7,500	15,572	8,024
Legal and professional fees		309,880	446,093	285,649
Directors' remuneration		52,490	105,000	52,750
Directors' and officers' insurance		11,015	28,891	16,306
Audit fees		58,919	44,100	21,869
Executive Team remuneration		338,748	161,783	75,000
Independent valuation fees		150,500	-	-
Other expenses	5	298,176	539,808	207,139
Operating expenses before finance costs		2,178,247	3,585,402	1,824,953
Net profit from operations before finance costs		1,448,269	8,456,003	8,900,187
- Finance costs		(5,989)	(500,037)	(200,797)
Profit for the period/year after finance costs		1,442,280	7,955,966	8,699,390
Total comprehensive income for the period/year		1,442,280	7,955,966	8,699,390
Basic & diluted earnings per Ordinary Share	7	1.03p	6.01p	6.73p

 

 

All of the profits for the current and prior periods/year are attributable to the equity holders of the parent.

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

GLI Finance Limited

As at 30 June 2014

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

	Notes	Audited	Audited	Unaudited
		30 June 2014	31 December 2013	30 June 2013
ASSETS		GBP	GBP	GBP
Non-current assets
Fixed assets - tangible		20,404	376	53,963
Fixed assets - intangible intellectual property		3,828,270	1,466,397	457,963
Fixed assets - intangible goodwill		275,885	-	633,341
Financial assets available for sale	8	791,126	791,126	-
Financial assets at fair value through profit or loss	8	34,161,598	198,734,550	216,330,912
Associates held at equity method accounting	8	23,838,071	5,001,161	-
		62,915,354	205,993,610	217,476,179
Current assets
Financial assets at fair value through profit or loss	8	3,205,702	-	-
Trade and other receivables	10	6,377,042	3,295,679	2,202,363
Cash and cash equivalents		12,638,772	18,106,171	19,630,640
Assets held for sale		-	-	314,515
		22,221,516	21,401,850	22,147,518
Total assets		85,136,870	227,395,460	239,623,697
EQUITY
Share premium	12	39,997,773	39,651,059	35,174,495
Distributable reserve		34,802,740	34,802,740	34,802,740
Foreign exchange reserve		(848)	(1,892,799)	(1,260,546)
Retained earnings		(12,771,407)	1,507,621	7,044,471
Capital and reserves attributable to equity holders of the Company		62,028,258	74,068,621	75,761,160
Non-controlling interest		1,000,810	992,344	1,107,974
Total equity		63,029,068	75,060,965	76,869,134
LIABILITIES
Non-current liabilities
Loan notes at fair value through profit or loss	11	-	137,767,085	157,082,117
Trade and other payables	11	18,414,799	8,971,204	-
		18,414,799	146,738,289	157,082,117
Current liabilities
Trade and other payables	11	3,693,003	5,596,206	5,614,641
Liabilities held for sale		-	-	57,805
Total liabilities		22,107,802	152,334,495	162,754,563
Total equity and liabilities		85,136,870	227,395,460	239,623,697
Net Asset Value per Ordinary Share	13	44.02p	52.81p	57.78p

 

The financial statements were approved by the Board of Directors on 22 September 2014 and were signed on its behalf by:

 

Patrick Firth                                                                                                           James Carthew

Director                                                                                                                  Director

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.

GLI Finance Limited

As at 30 June 2014

CONDENSED COMPANY STATEMENT OF FINANCIAL POSITION

 

	Notes	Audited	Audited	Unaudited
		30 June 2014	31 December 2013	30 June 2013
		GBP	GBP	GBP
ASSETS
Non-current assets
Other financial assets held at fair value through profit or loss	8	24,918,686	28,776,739	22,024,303
Subsidiaries held at fair value through profit or loss	8	4,399,221	34,285,809	37,629,045
Associates held at fair value through profit or loss	8	26,938,010	4,405,948	-
		56,255,917	67,468,496	59,653,348
Current assets
Financial assets at fair value through profit or loss	8	1,919,180	-	-
Trade and other receivables	10	5,051,296	1,664,543	405,760
Cash and cash equivalents		5,886,452	4,040,663	10,249,132
		12,856,928	5,705,206	10,654,892
Total assets		69,112,845	73,173,702	70,308,240
EQUITY
Share premium	12	39,997,773	39,651,059	35,174,495
Distributable reserve		34,802,740	34,802,740	34,802,740
Retained earnings		(6,411,196)	(4,341,164)	(318,427)
Total equity		68,389,317	70,112,635	69,658,808
LIABILITIES
Current liabilities
Trade and other payables	11	723,528	3,061,067	649,432
Total liabilities		723,528	3,061,067	649,432
Total equity and liabilities		69,112,845	73,173,702	70,308,240
Net Asset Value per Ordinary Share	13	48.53p	49.99p	53.12p

 

 

The financial statements were approved by the Board of Directors on 22 September 2014 and were signed on its behalf by:

 

 

 

Patrick Firth                                                                                                           James Carthew

Director                                                                                                                  Director

 

 

 

 

 

 

The accompanying notes on pages 30 to 50 form an integral part of these financial statements.