NB GLOBAL MONTHLY INCOME
FUND LIMITED
2023
ANNUAL REPORT
ANNUAL
FINANCIAL STATEMENTS
FOR THE
YEAR ENDED 31 DECEMBER 2023
COMPANY OVERVIEW |
Features
Features
NB Global Monthly Income Fund Limited (the "Company" or
"Fund")
The Company is a closed-ended
investment company incorporated and registered in Guernsey on 10
March 2011 with registered number 53155. The Company is governed
under the provisions of the Companies (Guernsey) Law, 2008 as
amended (the "Law"), and the Registered Collective Investment
Scheme Rules and guidance 2021 issued by the Guernsey Financial
Services Commission. It is a non-cellular company limited by shares
and has been declared by the Guernsey Financial Services Commission
to be a registered closed-ended collective investment scheme. On 20
April 2011, the Company was admitted to the Official List of the UK
Listing Authority with a premium listing trading on the Main Market
of the London Stock Exchange ("LSE").
Alternative Investment Fund Manager ("AIFM") and
Manager
Investment management services are
provided to the Company by Neuberger Berman Investment Advisers LLC
(the "AIFM") and Neuberger Berman Europe Limited (the "Manager"),
collectively the "Investment Manager". The AIFM is responsible for
risk management and discretionary management of the Company's
portfolio and the Manager provides certain administrative services
to the Company.
Investment Objective
Prior to the passing of
shareholder resolutions at the Company's extraordinary general
meeting held on 27 January 2023 (the "Shareholder Resolutions"),
the Company's investment objective had been to target consistent
levels of monthly income, whilst seeking to preserve or increase
investors' capital. Following the passing of the Shareholder
Resolutions, the Company's investment objective is now is to
undertake a managed wind-down of its portfolio ("Managed
Wind-down") and to realise all existing assets in the Company's
portfolio in an orderly manner. Details of the Company's investment
objective and investment policy can be found on the Company's
website, www.nbgmif.com .
Wind-down Strategy
The Company pursues its investment
objective by effecting an orderly realisation of its assets and
making timely returns of capital to Shareholders, by way of several
capital distributions. The Company aims to sell its assets,
including both liquid and less liquid assets, in a manner that will
optimise Shareholder value.
The Company has ceased to make any
new investments or to undertake capital expenditure except where,
in the opinion of the Board and the Investment Manager:
· the
investment is a follow-on investment made in connection with an
existing asset in order to comply with the Company's pre-existing
obligations; or
· failure to make the follow-on investment may result in a
breach of contract or applicable law or regulation by the Company;
or
· the
investment is considered necessary to protect or enhance the value
of any existing investments or to facilitate orderly
disposals.
Following the passing of the
Shareholder Resolutions, the Company has executed and continues to
execute the Managed Wind-down. The Board has implemented the
Managed Wind-down by realising the assets comprised in the
Portfolio in an orderly manner and has made capital distributions
to Shareholders during the Managed Wind-down period as and when
sufficient cash was realised to make it economically expedient to
make a distribution. At an appropriate point in the future,
proposals to place the Company into liquidation will be put to
Shareholders.
Any cash received by the Company
as part of the realisation process, but prior to its distribution
to Shareholders, will be held by the Company as cash on deposit
and/or as cash equivalents. Regular distributions of proceeds from
the realisation of assets have been made to Shareholders during the
year as follows:
Date of cash distribution of
sale proceeds
|
Number of shares
redeemed
|
% of shares redeemed since
EGM vote of January 2023
|
Total amount
distributed
|
27
March 2023
|
43,206,203
|
19.40%
|
£34,997,024
|
31 May
2023
|
46,047,295
|
20.47%
|
£36,939,140
|
13 July
2023
|
35,888,693
|
15.78%
|
£28,477,678
|
26
September 2023
|
25,218,501
|
11.08%
|
£20,000,000
|
27
November 2023
|
29,143,537
|
13.05%
|
£23,539,233
|
Total
|
179,504,229
|
66.73%
|
£143,953,075
|
Capital Structure
As at 31 December 2023, the
Company's share capital comprised 42,182,147 Sterling Ordinary
Shares ("NBMI") of no par value (of which nil were held in
treasury). On 20 February 2024, another compulsory redemption for
£23,038,365 was announced at a price of 79.04 pence per share, and
a redemption date of 19 March 2024. This resulted in approximately
69.10% of the existing share capital being redeemed. As at 31 March
2024, the Company's Share Capital comprised of 13,034,418 Sterling
Ordinary Shares ("NBMI") of no par value (of which nil were held in
treasury).
Non-Mainstream Pooled Investments
The Company currently conducts its
affairs so that the shares issued by the Company can be recommended
by Independent Financial Advisers to ordinary retail investors in
accordance with the Financial Conduct Authority's ("FCA") rules in
relation to non-mainstream investment products.
The Company's shares are excluded
from the FCA's restrictions, which apply to non-mainstream pooled
investment products.
LIBOR
Working groups and official sector
committees, including the Financial Stability Board ("FSB"), set
out clear timelines to aid in market participants' plans for a
smooth transition from LIBOR to new risk-free reference rates. The
FSB announced the dates after which representative LIBOR rates were
no longer available. All LIBOR settings either ceased to be
provided by any administrator or no longer were representative
across currency settings from 1 July 2023 onwards. Alternative
risk-free reference rates, such as SONIA in the U.K. and SOFR in
the U.S., are robust, stable and rooted in active and liquid
underlying markets. SONIA is now widely used across all core
sterling markets, supporting a wide range of borrowers across
different sectors.
Dividends
Following the approval of the
proposals put forward at the Company's extraordinary general
meeting held on 27 January 2023, the last monthly dividend of 0.90
pence per share was paid on 21 February 2023 in relation to the
month of January 2023, the Company moving to paying dividends on a
quarterly rather than monthly basis. The first such dividend of
1.48 pence per share in relation to the quarter ended 31 March 2023
was paid on 23 May 2023. A second dividend for the period ended 30
June 2023 was declared on 18 July 2023 for 2.30 pence per share and
was paid on 16 August 2023. On 22 November 2023 a dividend of 2.10
pence per share was paid in relation to the quarter ended 30
September 2023. No dividend was paid in relation to the quarter
ended 31.12.2023 as there was insufficient net income to
distribute.
The Board intends to pay quarterly
dividends where there is sufficient net income to do so. As the
Managed Wind-down has progressed, the net income from the Company's
portfolio has greatly reduced. As a result of this reduction, the
Company may have insufficient net income to pay dividends as was
the case for the December quarter.
The rolling 12-month dividend
yield (based on the dividends declared in respect of the period and
share price as at 31 December 2023) was 10.58%.
COMPANY OVERVIEW | Business
Model
Purpose and Values
The purpose of the Company is to
carry out business as an investment company and to provide returns
to shareholders through achieving its investment
objective.
The values of the Company are
discussed and agreed upon by the Board. The Board seeks to run the
Company with a culture of openness, high integrity and
accountability. It is conscious that it demonstrates these values
through its behaviour both within itself and its dealings with its
stakeholders. It seeks to act in the spirit of mutual respect,
trust and fairness. The Board is robust in its challenge of the
Investment Manager and other service providers but tries always to
be constructive and collegiate. The Board expects its members to
exhibit an independence of mind and not to be wary of asking tough
questions. Moreover, it expects and encourages its key service
providers to exhibit similar values.
Principal Activities and
Structure
The chart below sets out the
ownership, organisational and investment structure of the
Company.
INVESTMENT STRUCTURE OF THE COMPANY
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* Further information on the
Company's investment management arrangements can be
found further below.
The Investment Manager has relied
on seeks to manage risk through in-depth credit research utilising
proprietary analytical processes to manage risk, over time.
The Company's investments are broadly summarised
as traditional credit and alternative credit
investments.
Traditional Credit Investments
Traditional credit describes the
Company's investments in high yield bonds (below investment grade
corporate debt including both secured and unsecured securities),
investment grade corporate bonds (corporate bonds rated BBB- or
above by a third party ratings agency and with a lower risk of
default than non-investment grade bonds) and senior secured
floating rate loans.
As at the date of this report, the
portfolio has significantly changed, with a greater proportion of
the portfolio being less liquid and in turn higher
risk.
Senior Secured Floating Rate
Loans
Senior secured floating rate
loans, also known as floating rate secured loans or leveraged
loans, are debt obligations originated and arranged by banks or
other financial entities (also known as an arranger) on behalf of
corporations, partnerships and other business issuers to finance
activities such as mergers and acquisitions, leveraged buyouts,
recapitalisations, refinancings, capital expenditure or for other
general corporate purposes.
The senior secured floating rate
loans owned by the Company typically hold the most senior position
in the capital structure of the borrower and are secured with
specific collateral, giving lenders a claim on the assets that are
senior to the claims of unsecured creditors, subordinated debt
holders and stockholders of the borrower. The security package
typically incorporates a first priority over all of the borrower's
assets including receivables, inventory, bank accounts, property,
plant and equipment. In the event of a default or bankruptcy, the
holders of the loans should be in a better position to maximise
recovery of their debt than other creditors due to their position
in the capital structure.
If the reference interest rate
exceeds the floor, then such loans pay the prevailing reference
interest rate as well as the credit spread. The return is generated
by reference interest rate or the reference interest rate floor,
the spread over reference interest rate paid by the borrower due to
the terms of the underlying loan and the discount. The discount
occurs because new issues are commonly priced, in the Investment
Managers' experience, at a discount to the par value of the
loan.
Alternative Credit
Investments
Alternative credit describes the
Company's investments in the following categories of alternative
credit products:
· Stressed credit;
· CLO
debt tranches;
· Club
loan transactions; and
· Private corporate loans.
Stressed
Credit
Stressed credit investments may be
mispriced or otherwise overlooked securities or assets in
dislocated sectors that lack liquidity and in circumstances in
which "unnatural holders" of such securities or assets have been
under economic as well as regulatory pressure to sell.
Non-performing loans or other
types of assets that are not consistent with their portfolio
objectives or constraints, making such investors "unnatural
holders," and under both economic and regulatory pressure to reduce
their exposure to these dislocated or troubled asset classes. The
Investment Manager believes that these opportunities, if properly
managed, have the potential to offer attractive returns to
investors that understand the risks and uncertainty of such
investments, have the necessary capital (so as to be able to absorb
the illiquidity of such investments) and are able to accept a
longer-term time horizon for these holdings.
Type of investments: Stressed
credit assets include: bankruptcy situations; out-of-court
restructurings and workouts; as well as "special
situations".
· Bankruptcy
situations: Primarily in public and
private securities of bankrupt companies and/or companies that have
recently emerged from bankruptcy. The primary focus is on senior
and senior secured debt.
· Special
situations: Refers to investments
in stressed or event-driven situations where the Investment Manager
has identified significantly under-valued assets either in loan or
bond format.
'Club' Loan
Transactions
These are secured floating rate
loans, which usually rank second in priority in the creditor
waterfall.
CREDITOR WATERFALL
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In the leveraged loan
market, it is common for issuers with larger size capital
structures to seek to include a portion of junior capital in the
structure, however these instruments are not always syndicated
widely. Additionally, liquidity in these instruments will usually
be lower than in the first lien equivalent debt tranches. Junior or
2nd lien tranches pay a higher coupon to holders than is
available to 1st lien debt holders to compensate for the
relative subordination.
Private Corporate
Loans
These are primary, non-sponsored
private corporate loans issued through a pan-European network of
co-investing banks to borrowers. Such loans rank senior in the
capital structure and most contain financial covenants of the
borrower.
The table below summarizes the
main characteristics of a representative loan:
Representative Loan Characteristics
|
Company Profile
|
Well-established firms with clear
track records, stable business models and conservative financial
ratios
|
Borrower Size
|
Minimum turnover: EUR
100m
|
Ownership Structure
|
Predominantly privately owned or
listed companies
|
Format
|
Bi-laterally negotiated senior
corporate loans: Secured or Unsecured, Fixed or Floating
rate
|
Term
|
5-10 years, amortizing or bullet
repayment
|
Loan Size
|
EUR 25 - 150m, although potentially
higher
|
Typical Covenant Set
|
Pari Passu, Cross Default, Negative
Pledge, Change of Control, Max. Leverage, Min. Equity, Interest
Coverage
|
Typical Use of Proceeds
|
Smaller acquisitions, extending debt
maturity profile, strategic capex or refinancing while avoiding
market publicity, diversification of funding sources.
|
Credit Rating
|
Investment Grade/Crossover (A- to
BB). Each loan externally rated by Solvency II compliant rating
agency.
|
In addition to thoroughly
understanding the company from a financial point of view, the team
focuses on knowing a company's management. Analysts visit with
management at least twice per year and speak with their company
contacts at least quarterly. The Investment Manager believes it is
extremely important to know the management team, in addition to
analysing their financials. Furthermore, a full ESG analysis is
completed by the Investment Manager's research analysts,
incorporating customised, industry specific factors and leveraging
the Sustainability Accounting Standards Board ("SASB") Alliance
framework to develop our own proprietary ESG score for every
company in which the Investment Manager and the Company
invests.
ESG analysis is performed by the
Non-Investment Grade Credit research team, not outsourced to a
centralised group within the firm or to a third party ESG rating
service. The Investment Manager's proprietary ESG scoring process
is completed for all issuers in portfolios and ESG weightings are
customised based on specific industry criteria identified by the
research analysts. The team monitors performance attribution in
order to determine whether the ESG analysis has identified risks
and opportunities as expected.
Principles for Responsible
Investment ("PRI") (https://www.unpri.org/) has awarded Neuberger
Berman an A+ for its fixed income ESG integration
Differentiated ESG Process
· ESG is a critical component
of the fundamental research process that determines Internal Credit Ratings
· ESG analysis is performed by
the Non-Investment Grade Credit research
team, not outsourced to a
centralized group within Neuberger Berman or third party ESG rating
service
· Proactive
engagement with issuers to enhance
disclosure, improve ESG analysis, and effect positive
change
· Quarterly ESG
Review with Credit
Committee
· Performance
attribution is monitored to
determine the impact of ESG analysis
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An important component of the
portfolio management team's buy and sell discipline is its internal
rating system. The team does not merely rely on third-party ratings
when analysing relative value. Instead, a rating is determined for
each issuer's securities based on an analyst's financial analysis.
This rating is used for spread comparisons across quality and
industry levels.
Neuberger Berman's credit research
team is divided into industry verticals as illustrated below. Ideas
are fed up to the Investment Manager's credit committee, which
consists of the senior portfolio managers from across the
non-investment grade platform.
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Further information on the
Company's investment strategy and process, prior to the wind down
can be found in the Company's most recent prospectuses, which are
available on the Company's website at www.nbgmif.com
under the "Investor Information" tab.
Hedging
As the Company's shares are
denominated in Pound Sterling (Sterling Ordinary Shares) and
investments are denominated in U.S. Dollars, Euro or Pound
Sterling, holders of the Company's shares would be indirectly
exposed to foreign currency fluctuations between the currency in
which such shares are denominated and the currency of the non-Pound
Sterling investments made by the Company. Consequently, the
Investment Manager seeks to engage in currency hedging between the
U.S. Dollar and any other currency in which the assets of the
Company or a class of shares is denominated, subject to suitable
hedging contracts such as forward currency exchange contracts being
available in a timely manner and on terms acceptable to the
Investment Manager, at its sole and absolute discretion.
Gearing and Derivatives
During the Managed Wind-down, the
Company has not and will not undertake borrowing other than for
short-term working capital purposes. No gearing was employed in the
year ended 31st December 2023 (31 December 2022: Nil).
The Company may use derivatives for hedging as well as for
efficient portfolio management, including managing currency risks
between cash flows from its assets and Sterling, being the currency
of the Shares.
STRATEGIC REVIEW | Financial
Highlights
Financial Highlights
Key Figures
|
|
|
(U.S. Dollars in millions, except per share
data)
|
As at 31 DECEmber
2023
|
As at 31 DECEMBER
2022
|
|
(Liquidation
basis)
|
|
Net
Asset Value
|
|
|
- Sterling Ordinary
Shares
|
$41.2
|
$211.4
|
|
|
|
Net
Asset Value per share
|
|
|
- Sterling Ordinary
Shares
|
£0.7656
|
£0.7926
|
|
|
|
Share price
|
|
|
- Sterling Ordinary
Shares
|
£0.6920
|
£0.7140
|
|
|
|
Discount to Net Asset Value Per Share
1
|
|
|
- Sterling Ordinary
Shares
|
(9.61%)
|
(9.92%)
|
|
|
|
Net
investment income per share3
|
£0.0591
|
£0.0636
|
|
|
|
Earnings per share3
|
£0.1303
|
(£0.2185)
|
|
|
|
Dividends per share 2
|
|
|
- Sterling Ordinary
Shares
|
7.32
pence
|
5.74
pence
|
|
|
|
Current Gross Portfolio Yield 1
|
14.62%
|
10.51%
|
|
|
|
Annualised dividend yield 1
|
|
|
- Sterling Ordinary
Shares
|
10.58%
|
6.68%
|
NAV
Total Return 1
|
|
|
- Sterling Ordinary
Shares
|
5.86%
|
(10.09%)
|
|
|
|
Share Price Return 1
|
|
|
- Sterling Ordinary
Shares
|
7.14%
|
(13.60%)
|
|
|
|
On-Going Charges 1
|
|
|
- Sterling Ordinary
Shares
|
(2.44%)
|
(1.22%)
|
1 Further explanation and
definitions of the calculation is contained in the section
"Alternative Performance Measures".
2 Dividends are those that were
declared in respect of the year.
3 Calculated based on full year
investment income and earnings.
STRATEGIC REVIEW | Chair's Statement
Chair's Statement
Dear Shareholder,
It is with pleasure that I present
to you the Annual Report of NB Global Monthly Income Fund Limited
for the Year ended 31 December 2023.
Managed Wind Down
The Board announced on 21 November
2022 that participation in a cash exit offer in December 2022 would
likely result in the Company's net asset value falling below £150
million, which would have rendered the Company, in the opinion of
the Board, sub-scale. That probable outcome, combined with the
Company's persistent share price discount to NAV per share and
feedback from Shareholders, led the Board to believe that it was in
the best interests of the Company and its Shareholders as a whole
that the Company be placed into a Managed Wind-down.
An EGM notice and circular was
published on 20 December 2022 seeking Shareholder approval
to realise the
Company's portfolio in an orderly manner and to distribute
portfolio realisation proceeds to Shareholders over time. This
required amendment to the Company's Investment Objective and Policy
and articles of incorporation. On 27 January 2023, both resolutions
as set out in the EGM notice and circular were duly passed by a
poll with over 98% in favour.
In the period between 27 January
and 31 December 2023, there were five compulsory redemptions
amounting to £143.9 million being distributed to Shareholders. This
was equivalent to approximately 79.8% of fund NAV as of 27 January
2023 which exceeded the previously stated target of having
distributed 75% of that NAV in cash by the year-end.
On 20 February 2024, the Board
announced its intention to distribute a further £23 million to
Shareholders. This compulsory redemption was made on 5 March 2024
and means that the Company has now distributed approximately 92.55%
of the NAV as of 27 January 2023.
Dividends
Following the results of the EGM,
the Company moved to pay dividends quarterly where there was
sufficient net income to do so. As the Managed Wind-down has
progressed, the income from the Portfolio has reduced accordingly.
As a result of this reduction, the Company may have insufficient
net income to pay dividends, which was indeed the case for the
December quarter.
In the period between 27 January
and 31 December 2023, the Company distributed approximately £6.36
million by way of dividends, equivalent to £0.0786 per
share.
Performance
For the year ended 31 December
2023, the NAV total return on ordinary shares was 5.86%, during the
same period the total share price return was 7.14%.
(Performance data quoted represents past
performance and does not indicate future results. Total returns
shown are net of all fees and expenses and include reinvestment of
income dividends and other distributions, if any).
Portfolio Positioning
At 31 December 2023, the portfolio
was principally exposed to Global Floating Rate Loans (2%), Global
High Yield bonds (12%), Private Debt (61%) and Special situations
(20%). Of this, 87% was invested in floating rate assets with the
remainder in fixed rate debt, with a combined duration of 0.25
years. In terms of rating, 19% was single B and 77% was CCC, with
the remainder being unrated.
At 15 April 2024, the last
practicable date before publishing this report, the portfolio was
principally exposed to Equities (56%), Private Debt (29%) and
Special situations (15%).
Annual General Meeting ("AGM") Results
All the resolutions proposed at
the AGM held on 6 June 2023 were duly passed with no significant
votes lodged against any resolution.
Discount Management
At the 2023 AGM shareholders
approved the use of a buyback facility for up to 14.99% of the
Company's Shares. The Board has not operated this facility.
Instead, following the Shareholder Resolutions passed at the EGM of
27 January 2023, capital has been returned to Shareholders via
periodic compulsory redemptions of shares. The Board intends to
continue to keep Shareholders informed of the redemption process at
appropriate intervals.
Outlook
Since shareholders approved the
managed wind down of the Company at the 27th January 2023 EGM,
around 92.5% of the Company's then NAV has been returned in cash to
shareholders by compulsory capital redemptions. The remaining NAV
of approximately $12.4 million consists of $5.6 million of cash,
$1.5 million sales awaiting settlement and $6.1 million in ten
discrete investments less $0.8 million of liabilities as at 15
April 2024. The remaining investments have very limited liquidity
and the Board cannot accurately determine when or how much they can
be realised for. The Board is conscious that the ongoing costs of
maintaining a listed vehicle is prohibitive for anything other than
a short period of time. For this reason the Board is
considering its options including putting forward for shareholder
approval resolutions to delist the Company from the LSE and place
the Company in the hands of a liquidator.
Thank you for your continued
support
Rupert Dorey
Chairman
16 April 2024
STRATEGIC REVIEW | Investment
Manager's Report
Investment Manager's
Report
Market and Macroeconomic Environment
Non-investment grade credit
markets finished the reporting period with
strong returns despite some volatility earlier in the year from a
relatively short-lived mini-banking crisis and uncertainty around
economic growth and the path of interest rates. The strong 2023
returns were boosted by risk-on sentiment late in the year as
markets priced in rate cuts for 2024 despite resilient economic
data. For calendar year 2023, high yield bond and loan market
returns were among the highest since 2019 and the Great Financial
Crisis, respectively. Yields declined across fixed income during
the final quarter of the year, primarily driven by a fall in
10-year U.S. Treasury yields. The yield on U.S. 10-Year Treasuries
ended December at 3.87%, declining 71 basis points since the end of
the third quarter and roughly flat compared to the start of the
start of the year. Yields on 10-year U.K.
Gilts and German Bunds also declined over the fourth quarter and
were also down compared to the beginning of 2023. Broadly,
non-investment grade issuer aggregate
fundamentals of EBITDA growth, free cash flow, interest coverage
and leverage remain in somewhat favorable ranges and earnings
generally came in better-than-feared, but some lower-quality
issuers have been experiencing earnings pressure more
recently.
The loan market saw very strong
results over the reporting period driven by higher base rates,
resilient economic growth, lessening inflation pressures and a
late-year risk-on rally which propelled weighted average bid prices
to move up 379 basis points in the year to close at $96.23. Over
the reporting period, the Morningstar LSTA U.S. Leveraged Loan
Index ("the LLI") returned 13.32% (in USD terms) and the
Morningstar European Leveraged Loan Index ("the ELLI") returned
13.42% (excluding currency). Lower quality loans in the LLI
outperformed the highest quality as securities rated BB, B and CCC
and below returned 10.18%, 14.82% and 17.54%, respectively. The
Morningstar U.S. Leveraged Loan 100 Index-a measure of the largest
and most liquid loan issuers-returned 13.20%, slightly
underperforming the overall index. The
Second Lien Loans index returned 22.74% over the period.
The global high yield bond market
also had strong returns in 2023 as credit spreads tightened
materially over the year. The ICE BofA Global High Yield
Constrained Index (Total Return, Hedged, USD) returned 12.97% for
the full year 2023. In global high yield, lower quality securities,
such as those rated CCC & below and B in the ICE BofA Global
High Yield Index, outperformed with returns of 17.70% and 14.18%,
respectively, whereas BB securities were up 11.36%.
CLO debt spreads were meaningfully
tighter in the final quarter of the year, as economic data and
statements from the Federal Reserve later in the year indicated
that there would be no further rate hikes, with the market
increasingly gravitating toward a "soft landing" economic scenario
and the potential for future rate cuts later in 2024. Secondary
non-investment grade CLO trading volumes declined 13%
quarter-over-quarter. The CLO BB index gained 7.33% during the
fourth quarter and was up 24.52% for the full year 2023. Returns
have been driven approximately two thirds by coupon income and one
third by price appreciation. As of the end of December, higher
quality CLO BBs were trading around S+675 in secondary markets.
Despite macro and geopolitical concerns through the year, we
continue to be fundamentally confident in the significant
structural protection provided against credit losses in the
underlying loan portfolios. CLO structures in general, and CLO BBs
in particular, have showed themselves once again to be very
robust.
Defaults still remain relatively
low across non-investment grade credit but have continued to move
up from all-time lows reached in 2022. This trend in defaults is
consistent with relatively healthy balance sheets and solid
interest coverage despite rising borrowing costs.
The trailing 12M par-weighted default rate for
the LLI as of year-end was 1.53%, up 5 basis point from the prior
month and 264 basis points lower than the September 2020 peak of
4.17%. In European loans, the trailing 12M par-weighted default
rate was 1.62%, up 19 basis point compared to the prior month and
100 basis points lower than the October 2020 peak. Compared to the
prior month, the share of distressed issuers in the U.S. declined
and were up slightly in the European loan market. The distressed
ratio was 4.54% for the LLI and 3.59% for the ELLI in December,
which compares to November's 5.34% and 3.17%, respectively.
As of December, the par weighted trailing
12-month U.S. high yield default rate was 2.08% unchanged from the
prior month and up 124 basis points year to date. While the default
rate has risen off the lows in 2022, we expect default rates in
2024 to remain in a range that is just below the long-term average.
This outlook is based on our bottom-up assessment of issuers and
driven by the higher-quality ratings mix in high yield (48% of
issuers with credit ratings of BB), less aggressive new issuance,
fewer near-term maturities, as well as an energy sector that is far
healthier than in the past few cycles.
Performance 31 December 2022 to 31 December
2023
For the year ended 31 December
2023, the NB Global Monthly Income Fund-Sterling Share Class
GBP-returned 5.86%. (Performance data
quoted represents past performance and does not indicate future
results. Total returns shown are net of all fees and expenses and
include reinvestment of income dividends and other distributions,
if any).
During the period, holdings in the
Diversified Financial Services, Technology & Electronics and
Healthcare sectors were the most significant drivers of performance
whilst holdings in the Packaging, Energy and Aerospace/Defence
sectors were the largest detractors from performance, albeit
modest. The Company's positioning in CCC, B and Not Rated issuers
added the most to performance whilst positioning in BB rated
issuers added the least over the period.
As at 31 December 2023, Private
Debt was the portfolio's largest allocation at 48.9% followed by
Distressed Debt at 12.4%, U.S. Loans at 6.8% and European Loans at
1.4%. The Company's allocation to B rated credits was 15.6% whilst
the exposure to CCC & below rated issuers finished the period
at 64.4%. The overall Fund exposure to floating rate assets was at
88% at the end of the reporting period, with an average duration of
0.25 years.
Portfolio Positioning
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As at 31 December
2023
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As at 31 December
2023
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As at 31 December
2022
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Outlook
We continue to believe that
despite the strong performance of non-investment grade markets over
the past 12 months, valuations are still more than compensating
investors for the benign default outlook, and that these
instruments will continue to provide resilient income especially
when compared to other fixed income alternatives. We have already
seen that the lagged effects of monetary tightening and changes to
consumer behaviour have helped materially reduce the rate of
inflation, which in time should allow central banks to consider
starting a cycle of monetary policy easing. Relatively healthy
consumer and business balance sheets and growing nominal GDP should
continue to remain supportive for issuer fundamentals, in our view.
Nevertheless, we remain conscious of the risks to the downside
economically, and as such, our analyst team remains focused on the
specific credit fundamentals of individual issuers, stress testing
names for such a scenario. We would also highlight that whilst
incoming macroeconomic data and overall credit cycle dynamics can
move non-investment grade credit markets day-to-day, we remain very
focused on industry-specific trends and idiosyncratic risks to
individual issuers.
Neuberger Berman Investment Advisers
LLC
Neuberger Berman Europe Limited
16 April 2024
16 April 2024
STRATEGIC REVIEW | Portfolio
Information
Portfolio Information
Top 10 Issuers as at 31 December 2023 (excluding
cash)
ISSUER
|
SECTOR
|
NET REALISABLE VALUE
($)
|
PORTFOLIO
WEIGHT
|
BROCK HOLDINGS III LLC
|
Business Equipment &
Services
|
5,377,971
|
15.76%
|
CHARIOT BUYER LLC
|
Building &
Development
|
5,325,000
|
15.60%
|
IVANTI SOFTWARE INC
|
Business Equipment &
Services
|
2,263,083
|
6.63%
|
EG GROUP LTD
|
Retailers (except food and
drug)
|
2,001,377
|
5.86%
|
TEAM HEALTH HOLDINGS INC
|
Health Care
|
1,770,202
|
5.19%
|
REDSTONE BUYER LLC
|
Electronics/Electrical
|
1,497,648
|
4.39%
|
CONSTANT CONTACT INC
|
Electronics/Electrical
|
1,275,000
|
3.74%
|
WOOF INTERMEDIATE INC
|
Food Products
|
1,200,000
|
3.52%
|
CONVERGEONE HOLDINGS INC
|
Electronics/Electrical
|
1,151,284
|
3.37%
|
MAVERICK BIDCO INC
|
Electronics/Electrical
|
1,150,000
|
3.37%
|
Top 10 S&P Sector Breakdown
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Top 10 S&P Sector Breakdown
Key Statistics
|
31 DECEMBER
2023
|
31 DECEMBER
2022
|
Current Gross Portfolio Yield
1
|
14.62%
|
10.51%
|
Number of
Investments
|
34
|
231
|
Number of Issuers
|
27
|
193
|
1 The Company's Current Gross
Portfolio Yield is a market-value weighted average of the current
yields of the holdings in the portfolio, calculated as the coupon
(base rate plus spread) divided by current price. The calculation
does not take into account any fees, Company expenses or sales
charges paid, which would reduce the results. The Current Gross
Portfolio Yield for the Company will fluctuate from month to month.
The Current Gross Portfolio Yield should be regarded as an estimate
of the Company's rate of investment income and it will not equal
what is distributed by way of dividends by the Company.
STRATEGIC REVIEW | Strategic
Report
Strategic Report
Investment Objective and Business Model
The Company's investment objective
and business model have been discussed previously in this
document.
Principal Risks and Risk Management
The Board is responsible for the
Company's system of internal financial and operating controls and
for reviewing its effectiveness. The Board has satisfied its
responsibility by using the Company's risk matrix as its core
element in establishing the Company's system of internal financial
and reporting controls while monitoring the investment limits and
restrictions set out in the Company's investment objective and
policy. The Board has carried out a robust assessment of the
emerging and principal risks and uncertainties facing the Company
including those that would threaten its business model, future
performance, solvency, or liquidity.
The principal risks, which have
been identified, and the steps taken by the Board to mitigate these
areas are as follows:
Macroeconomic Conditions
Macroeconomic conditions change
significantly and to the detriment of the portfolio or the Company
causing a credit or liquidity risk to crystallise.
|
The Board receives regular reports
from the Investment Manager on the macroeconomic conditions and
their effect on the health of the portfolio. The approach to
managing credit risk and liquidity risk is set out further
below.
|
Credit Risk
This is the risk that the loan or
bond of a particular Issuer does not perform as expected and either
defaults on a payment or experiences a significant drop in the
secondary market value.
|
The Investment Manager carried out
extensive, independent due diligence on each asset, and has a
particular focus on stable, performing credits that evidence strong
track records through previous economic cycles. Issuer size was
also considered and the Investment Manager continued to favour the
larger issuers in the market, defined by having debt issuance
greater than $500m or equivalent in sterling or euros. These
issuers tend to have broader syndicates, which can aid liquidity in
the secondary market. As well as screening out the smaller issuers,
the Investment Manager also excludes highly cyclical industries and
companies with limited earning visibility from its investment
process.
Once a particular investment has
been made, the Investment Manager is focused on monitoring it. A
range of relevant data is reviewed on an ongoing basis for each
investment, including, but not limited to, key financial drivers,
commodity prices, stock prices, regulatory developments, financial
results, press releases and management commentary to identify any
indicators of credit deterioration. More detail on the Investment
Manager's processes have been discussed
previously in this document.
|
Liquidity Risk
The risk that the Company will not
be able to meet its obligations as and when they fall
due.
|
Liquidity risk is managed by the
Investment Manager, in conjunction with the Administrator, to
ensure that the Company maintains sufficient working capital in
cash or near cash form so as to be able to meet the Company's cash
requirements. Regular liquidity updates are provided to the
Board. On a monthly basis, a summary of
Income and Expenses, net investment income and distributions paid
is provided to the Board. The Board also
receives quarterly expense reports from the Sub-Administrator, to
aid monitoring of cash liquidity.
|
Operational Risk
Disruption to, or the failure of
either the Investment Manager's, Administrator's or Sub-
Administrator's accounting, dealings or payment systems, or the
Custodian's records could prevent adequate safeguarding of the
Company's assets, the accurate reporting or monitoring of the
Company's financial position and the receipt or transmission of
payments.
Furthermore, the Company must comply with the provisions of the Law and,
since its shares are listed on the Official List of the UK Listing
Authority and trade on the Main Market of the LSE, the Company is
subject to the Financial Conduct Authority's ("FCA") Listing Rules
and the Disclosure Guidance and
Transparency Rules ("DTRs"). A breach of
the legislation could result in the Company and/or the Directors
being fined or subject to criminal proceedings. A breach of the
Listing Rules could result in the suspension of the Company's
shares and therefore a reduction in shareholder value.
Concentration Risk
As the portfolio has shrunk and
continues to shrink, the concentration risk has increased markedly
and will continue to do so.
|
Details of how the Board monitors
the services provided by its major service providers and the key
elements designed to provide effective internal control are
explained further in the internal controls section of the Corporate
Governance Report. The key service providers are contracted
to provide their services through qualified professionals and the
Board receives regular internal control reports from the
Administrator and Sub-Administrator
that confirm compliance with service
standards.
The Board relies on its Company
Secretary, the Administrator, Broker and other professional
advisers to ensure compliance with all relevant legislation and
regulatory requirements.
As the Company is in wind-down this
is an unmitigated risk associated with the liquidation.
|
Heat Map of Principal Risks
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Principal Risks' Expected Direction of
Change
RISK CATEGORY
|
EXPECTED DIRECTION OF CHANGE
|
MACRO ECONOMIC CONDITIONS
|
The impact of geopolitical and
global macro events is unlikely to have a material impact on the
value of the company given the progress made on the managed wind
down.
|
LIQUIDITY RISK
|
Moderately negative. Liquidity
Risk is managed by the Investment Manager to ensure that the
Company maintains sufficient working capital in cash or near cash
forms as to be able to meet the Company's cash requirements. During
the Managed Wind-down, the liquidity of the underlying portfolio
will reduce. The Board is very focused, when making compulsory
redemptions of Shares and dividend payments, on ensuring that
sufficient cash funds remain within the Company to meet any
liabilities
|
OPERATIONAL RISK
|
No expected change. The Board is
satisfied that entering the Managed Wind-down will not impact this
risk. The key service providers are all experienced in effecting
the wind-down of funds.
|
CREDIT & CONCENTRATION
RISK
|
As the portfolio shrinks, the
credit and concentration risks de-facto will increase.
|
Emerging Risks
The Board undertakes a quarterly
assessment of all risks on a forward-looking basis, and in
discussion with the Investment Manager identifies emerging risks in
addition to assessing expected changes to existing risks as
discussed above. The Board assesses the likelihood and impact of
emerging risks. The Board discusses and agrees appropriate
mitigation or management of emerging risks as and when they are
identified. Emerging risks are managed through discussion of the
likelihood and impact at each quarterly Board meeting. Should an
emerging risk be determined to have any material potential impact
on the Company, where possible, appropriate mitigating measures and
controls are agreed.
Going Concern
As a result of the Company being
placed into managed wind-down on 27 January 2023, consideration was
made to present these Financial Statements on the liquidation basis
of accounting in accordance with Accounting Standard Update ("ASU")
2013-07, "Presentation of Financial Statements (Topic 205) -
Liquidation Basis of Accounting. Factors such as the difference in
valuation of the Company's assets using the going concern and the
liquidation bases, and the movement in NAV due to accrual of costs
to completion of liquidation were considered. In relation to these
Financial Statements, it was established that the liquidation basis
of accounting has a material impact on the information disclosed.
The Financial Statements have therefore been prepared on a
liquidation basis.
The Board, in consultation with
the Investment Manager, anticipates that within the next twelve
months it will recommend to Shareholders that the Company appoints
a liquidator and the Company be placed into liquidation. The Board
expects that the Shareholders will approve such a recommendation.
After making enquiries of the Investment Manager and the
Sub-Administrator, the Directors are satisfied that the Company has
adequate resources to discharge its liabilities as they fall due
for at least the period to the date of appointment of a liquidator
from the date these Financial Statements were approved.
Furthermore, the Directors anticipate that any liquidation will be
a solvent liquidation.
Viability Statement
In accordance with provision 8.2
paragraph 36 of the AIC Code of Corporate Governance, published in
February 2019 (the "AIC Code"), the Directors have assessed the
future prospects of the Company. The Board
announced on 21 November 2022 that participation in the December
Cash Exit offer would likely result in the Company's net asset
value falling below £150 million, rendering the Company, in the
opinion of the Board, sub-scale and therefore not viable over the
longer term. That probable outcome, combined with the Company's
persistent share price discount to NAV per share and recent
feedback from Shareholders, led the Board to believe that it was in
the best interests of the Company and its Shareholders as a whole
that the Company be placed into a managed wind-down. At the end of
this process, the Board anticipates it will put forward proposals
to Shareholders to appoint a liquidator to liquidate the
Company. In making their assessment the
Directors have considered the Company's status as an investment
entity, its investment objectives, the principal and emerging risks
it faces, its current position and the time period over which its
assets are likely to be realised, a two-year period ending 31
December 2024.
The Directors have performed a
quantitative and qualitative analysis that included the Company's
income, capital realisations and expenditure projections during the
remainder of the expected wind-down period. At the date of this
report, the Company has cash balances, net of liabilities of $4.8
million, with a further $1.5 million awaiting settlement. The
Directors, in coming to their decision as to the timing and quantum
of the next compulsory redemption of shares (the mechanism used to
return capital to shareholders) will retain sufficient cash to
cover anticipated working capital requirements together with a
buffer to cover any unanticipated costs or delay in the planned
on-going Portfolio realisations under the Managed Wind-down.
Despite this caution, should a liquidity issue arise, it would
still be possible to defer future planned distributions and/ or
raise cash from accelerated sales from the Portfolio, albeit
undesirable as they would likely be at prices lower than
planned.
The Directors have concluded that
there is a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the remaining life, which is projected to be for the period to
31 December 2024.
Performance Measurement and Key Performance
Indicators
In order to measure the success of
the Company in meeting its objective and to evaluate the
performance of the Investment Manager, the Directors take into
account the following performance indicators:
· Returns and NAV - The Board reviews at each board meeting the
performance of the portfolio as well as the NAV, income and share
price of the Company;
· Discount/premium to NAV - At each quarterly Board meeting,
the Board monitors the level of the Company's discount or premium
to NAV and reviews the average discount/premium for the Company's
peer group. The Company publishes a NAV per share on a daily basis
through the official newswire of the LSE. This figure is calculated
in accordance with the AIC's guide which includes current financial
year revenue, the same basis as that calculated for the Financial
Statements;
· The Directors examine the revenue forecast monthly and
consider the yield of the portfolio and the amount available for
distribution; and
· The Board considers the performance of other comparable
income funds at each quarterly Board meeting.
· Since the commencement of the Managed Wind-down, the
Directors regularly review the pace of trades made to sell down the
portfolio and the cash settlement of those trades. The Directors
also consider when it is economic to make returns to shareholders
either by the compulsory redemption of shares and/or the payment of
dividends.
· As the portfolio reduces further to a small number of the
less liquid assets, the Board will look at optimising shareholders'
returns, weighing in the Company's operating costs against the
merit of an accelerated sale of the remaining of its assets at a
discount to NAV.
Management Arrangements
Investment Management
Arrangements
On 17 July 2014, the Company and
the Investment Manager made certain classificatory amendments to
their contractual arrangements for the purposes of the European
Commission's Directive on Alternative Investment Fund Managers (the
"AIFM Directive"). The Sub Investment Management Agreement was
terminated on 17 July 2014 and Neuberger Berman Investment Advisers
LLC, which was the Sub Investment Manager, was appointed as the
AIFM per the amended and restated Investment Management Agreement
("IMA") dated 17 July 2014. Under this agreement, the
AIFM is responsible for
risk management and day-to-day discretionary management of the
Company's portfolios (including un-invested cash). The risk
management and discretionary portfolio management functions are
performed independently of each other within the AIFM structure.
The AIFM is not required to, and generally will not, submit
individual investment decisions for approval by the Board. The
Manager, Neuberger Berman Europe Limited, was appointed under the
same IMA to provide, amongst other things, certain administrative
services to the Company. Please refer to Note 3 for details of fee
entitlement.
On 31 December 2017, an amendment to the IMA was approved. Under the
amendment, the responsibility for the manufacture of the Company's
Key Information Document was delegated to the AIFM and other
changes were made relating to MiFID II, anti-money laundering,
bribery, cyber security and data protection On 1 October 2019, the
IMA was amended to reflect a reduction in the Investment Manager's
fee to 0.65% of NAV. Effective 8 September 2020, the IMA was
further amended to reflect a change to the Investment Manager's
fee:
NAV amounts of the Company and Applicable rate of management
fee to such NAV amount
Up to £500 million: 0.75 per cent.
of NAV per annum
Between £500 million and up to
£750 million: 0.70 per cent. of NAV per annum
Between £750 million and up to £1
billion: 0.65 per cent. of NAV per annum
Above £1 billion: 0.60 per cent.
of NAV per annum
Effective 27 January 2023 the IMA
was further amended to reflect a reduction in the Investment
Manager's applicable fee above by 7.5 basis points until 50% of the
Company's assets by market value held as at the date of the EGM
have been realised and thereafter a reduction to the applicable fee
above by a further 7.5 basis points until all of the Company's
assets have been realised.
Any existing asset held by the
Company will be deemed to have been realised at the date at which
the contract for the sale of the asset is entered into, as opposed
to the date at which the Company receives the proceeds from the
sale of the asset.
The IMA can be terminated either
by the Company or the Investment Manager, but in certain
circumstances, the Company would be required to pay compensation to
the Investment Manager of six months' management charges. No
compensation is payable if notice of termination of more than six
months is given.
It has been negotiated with the
Investment Manager that the requirement for not less than 6 months'
written notice shall not apply to any notice to terminate served by
the Company, following the appointment of a liquidator.
Administration and Custody
Agreement
Effective 1 March 2015, the
Company entered into an Administration and Sub-Administration
Agreement with U.S. Bank Global Fund Services (Guernsey) Limited
and U.S. Bank Global Fund Services (Ireland) Limited, a
wholly-owned subsidiary of U.S. Bank Global Fund Services
(Guernsey) Limited. Under the terms of the agreement,
Sub-Administration services are delegated to U.S. Bank Global Fund
Services (Ireland) Limited (the "Sub-Administrator"). U.S. Bank
National Association (the "Custodian") was appointed custodian to
the Company effective 1 March 2015. On 4 June 2018, the Company
entered into an Amendment to the Administration and
Sub-Administration Agreement in respect of the requirements of
relevant data protection regulations. On 5 February 2020, the
Company entered into an amendment to the fee schedule to both the
Custodian Agreement and Administration and Sub-Administration
Agreement to reflect a reduction in fees charged by the
Administrator and Custodian. It was further amended effective 2
October 2020 to reflect a further reduction in fees.
See Note 3 for details of fee
entitlement.
Company Secretarial and Registrar
Arrangements
Company secretarial services are
provided by Sanne Fund Services (Guernsey) Limited, formerly Praxis
Fund Services Limited. Registrar services are provided by Link
Market Services (Guernsey) Limited.
See Note 3 for details of fee
entitlement.
GOVERNANCE | Directors
Directors
Rupert Dorey (Chair)
Rupert Dorey is a resident of
Guernsey and has over 35 years of experience in financial markets.
Mr Dorey was at Credit Suisse First Boston Limited for 17 years
from 1988 to 2005 where he specialised in credit related products,
including derivative instruments where his expertise was
principally in the areas of debt distribution, origination and
trading, covering all types of debt from investment grade to high
yield and distressed debt. He held a number of senior positions at
Credit Suisse First Boston Limited, including establishing Credit
Suisse First Boston Limited's high yield debt distribution business
in Europe, fixed income credit product coordinator for European
offices and head of UK Credit and Rates Sales. Since 2005 he has
been acting in a Non-Executive Directorship capacity for a number
of Hedge Funds, Private Equity & Infrastructure Funds, for both
listed and unlisted vehicles. Rupert is a former President of the
Guernsey Chamber of Commerce and is a member of the Institute of
Directors.
Laure Duhot (Chair of
the Management Engagement Committee and the Remuneration and
Nomination Committee)
Laure is resident in the United
Kingdom and brings 35 years of professional experience in the
investment banking and property sectors, specialising in
alternative real estate assets, including investing in and the
development of healthcare properties, private market rent ("PRS"),
affordable housing, student and senior living across the UK and in
Europe. Laure has a proven track record in fund management,
corporate finance, private equity and capital markets and previous
senior roles include the European Investment Bank, Lehman Brothers,
Macquarie Capital Partners, Sunrise Senior Living, Pradera,
Grainger and Lendlease. Laure's prior non-executive experience
includes board positions at a number of investment funds and
property companies, including Thames Valley Housing Group, the
Guinness Partnership, the MedicX Fund Limited, InLand Homes plc and
ORPEA SA where she was part of the team which successfully
negotiated a multi-billion debt restructuring and rescue package
for the company. Laure currently serves as a Non-Executive Director
of Primary Healthcare Properties plc, Safestore plc and the
Lifestory Group. She is also the independent member on the CBRE-IM
UK Investment Committee.
David Staples (Chair of the
Audit and Risk Committee and Senior Independent
Director)
Mr Staples, a resident of
Guernsey, is a fellow of the Institute of Chartered Accountants in
England and Wales and an associate of the Chartered Institute of
Taxation. He also holds the Institute of Directors' Diploma in
Company Direction.
Mr Staples was a partner for
thirteen years of PricewaterhouseCoopers ("PwC") and led the tax
practice in the South East of England, advising several large
family and owner-managed businesses. He was also a member of the
management board of the firm's London and South East Middle Markets
Tax Practice. Since leaving PwC in 2003, Mr Staples has served on
the boards of several listed companies as a Non-Executive Director
including as chair of MedicX Fund Limited and Duet Real Estate
Finance Limited. He was also, until recently, a director and audit
committee chair of two other listed companies, Ruffer Investment
Company Limited and Baker Steel Resources Trust Limited. Until 31
December 2022, he was chair of the general partner companies of the
main global private equity funds advised by Apax Partners. He
presently holds no other listed company directorships.
GOVERNANCE | Directors'
Report
Directors' Report
Share Capital
The share capital of the Company
consists of: (a) an unlimited number of shares which upon issue the
Directors may classify as U.S. Dollar Shares, Sterling Shares or
Euro Shares or as shares of such other classes as the Directors may
determine; (b) an unlimited number of B Shares which upon issue the
Directors may classify as B Shares of such classes denominated in
such currencies as the Directors may determine; (c) an unlimited
number of C Shares which upon issue the Directors may classify as C
Shares of such classes denominated in such currencies as the
Directors may determine.
The number of shares in issue at
31 December 2023 was as follows:
Sterling Ordinary
Shares
42,182,1471
1 of which Nil were held in treasury.
The U.S. Dollar Ordinary Share
Class was closed on 3 August 2020 following a compulsory conversion
into Sterling Ordinary Shares.
The number of shares in issue at
31 December 2022 was as follows:
Sterling Ordinary
Shares
297,767,7352
2 of which 76,083,114 were held in treasury
On 24 April 2023 the Board
cancelled all shares held at treasury.
The number of shares in issue as
at 16 April 2024was as follows:
Sterling Ordinary
Shares
13,034,4183
3 of which Nil were held in treasury
Share Repurchases
At the Annual General Meeting
("AGM") of the Company held on 6 June 2023, the Directors were
granted the general authority to purchase in the market up to
14.99% of the class of shares.
This authority will expire at the
AGM expected to be held in June 2024.
Dividends and Dividend Policy
During the Managed Wind-down, the
Company moved to paying dividends on a quarterly rather than
monthly basis, with the first such dividend being paid in relation
to the period ended 31 March 2023. The Board intends to pay
quarterly dividends where there is sufficient net income to do so.
As the Managed Wind-down has progressed, the income from the
Portfolio has greatly reduced. As a result of this reduction, the
Company is likely to have insufficient net income to pay
dividends.
The below table sets out the
dividends paid by the Company that were declared in respect of
2023:
PERIOD
|
DATE
DECLARED
|
PAYMENT
DATE
|
DIVIDEND PER STERLING
SHARE
|
Excess reportable income for
2022
|
25
January 2023
|
21
February 2023
|
$0.0090
|
1 January 2023 to 31 January
2023
|
19
January 2023
|
14
February 2023
|
£0.0054
|
Quarter ended 31 March
2023
|
21 April
2023
|
23 May
2023
|
£0.0148
|
Quarter ended 30 June
2023
|
18 July
2023
|
16
August 2023
|
£0.023
|
Quarter ended 30 September
2023
|
25
October 2023
|
22
November 2023
|
£0.021
|
Substantial Share Interests
Based upon information deemed
reliable as provided by the Company's registrar, as at 10 April
2024, being the latest practicable date
prior to publication of this report, the
following shareholders owned 5% or more of the issued shares of the
Company.
SHAREHOLDER
|
Number of Sterling Ordinary
Shares
|
Percentage of
Share
Class (%)
|
BHISL Nominees Limited
|
1,254,073
|
9.62
|
BNY (OCS) Nominees
Limited
|
655,843
|
5.03
|
Goldman Limited
|
811,150
|
6.22
|
JP Morgan Securities LLC
|
2,101,022
|
16.12
|
State Street Nominees
Limited
|
943,286
|
7.24
|
Notifications of Shareholdings
In the year to 31 December 2023
the Company was notified in accordance with Chapter 5 of the DTR
(which covers the acquisition and disposal of major shareholdings
and voting rights), of the following voting rights as a shareholder
of the Company. When more than one notification has been received
from any shareholder, only the latest notification is shown. For
non-UK issuers, the thresholds prescribed under DTR 5.1.2 for
notification of holdings commence at 5%. Notifications received by
the Company below 5% are included here for completeness
only.
SHAREHOLDER
|
Date
|
VOTING RIGHTS of Sterling
Ordinary Shares
|
Percentage of total voting
rights (%)1
|
Almitas Capital LLC
|
19
October 2023
|
9,684,934
|
10.03%
|
City of London Investment Management
Company Limited
|
7
December 2023
|
2,017,068
|
4.78%
|
1 Calculated at time of announcement
Since the year end, 1 TR-1
notifications was received by the Company. When more than one
notification has been received from any shareholder, only the
latest notification is shown.
SHAREHOLDER
|
DATE
|
VOTING RIGHTS of Sterling
Ordinary Shares
|
Percentage of
total
voting rights
(%)1
|
Almitas Capital LLC
|
11
January 2024
|
7,166,316
|
16.99%
|
1 Calculated at time of announcement
Directorship Disclosures in Other Public Companies Listed on
a Stock Exchange
Company Names
|
Exchange(s)
|
|
|
Mrs
Laure Duhot
|
|
Primary Healthcare Properties
PLC
|
London
|
Safestore plc
|
London
|
|
|
|
|
Mr
Rupert Dorey
|
|
Third Point Investors
Limited
|
London
|
Mr
David Staples
|
|
None to disclose
|
|
Life of the Company
The Company does not have a fixed
life. However, as required under Article 51 of the Articles of
Incorporation, which were in effect until 8 September 2020, the
Directors were required to propose an Ordinary Resolution that the
Company continues its business as a closed-ended investment company
(a "continuation resolution"). The first continuation resolution,
which fell due on or before the third anniversary of admission, was
passed on 19 March 2014. The second continuation resolution fell on
5 April 2017, being before the sixth anniversary of admission and
was also duly passed. From 2018, the continuation resolution, as
required by the Articles, was proposed annually at the annual
general meeting, and was duly passed in May 2019 and the final vote
was passed on 11 June 2020. Since the passing of the resolutions
proposed at the EGM on 8 September 2020 and amendment to the
Articles, there is no longer a requirement that an annual
continuation vote take place.
Under the terms of the Managed
Wind-down, the Board and the Investment Manager are committed to
distributing as much of the available cash from the realisation of
assets as soon as reasonably practicable having regard to cost
efficiency and working capital requirements. Accordingly,
redemptions have been and will be made regularly but, in order to
minimise the administrative burden and costs of redemptions, not
necessarily as soon as cash becomes available. The return of cash
to Shareholders pursuant to the Managed Wind-down has and continues
to be effected through the compulsory redemptions of Shares in
volumes and on dates to be determined at the Directors' sole
discretion. Shares will be redeemed from all Shareholders pro rata
to their existing holdings of Shares on the relevant record date
for any given Redemption Date. The Directors are authorised to make
such redemptions under the Articles of Incorporation of the Company
(the "Articles").
Redemptions of Shares will become
effective on each redemption date, being a date chosen at the
Directors' absolute discretion, as determined by the Directors to
be in the best interests of the Company and Shareholders as a
whole. In determining the timing of any Redemption Date, the
Directors will take into account the amount of cash available for
payment of redemption proceeds and the costs associated with such
redemption. The Shares redeemed will be the relevant percentage of
the Shares registered in the names of Shareholders on the record
date of the redemption. Shareholders will receive the redemption
price per Share, being a value equal to the NAV per Share at the
Net Asset Value Date, in respect of each of their Shares redeemed
compulsorily.
The Board intends to maintain the
Company's listing and the trading of its Shares on the Main Market
of the LSE for as long as the Directors believe to be practicable
during the Managed Wind-down period, subject to the ability of the
Company to continue to comply with its obligations under the
Listing Rules (including the obligation to ensure that a sufficient
number of its Shares are in public hands (as such phrase is used in
current Listing Rule 6.1.19(3) R)).
There are, however, significant
costs to the Company in maintaining the listing. The cost
efficiency of retaining the Company's listing will continue to be
monitored and reviewed by the Board on an ongoing basis. The Board
may propose a cancellation of the Company's listing before it
ceases to comply with the Listing Rules, although any such proposal
will be subject to the approval of Shareholders. In the event that
the Company can no longer satisfy the continuing obligations for
listing set out in the Listing Rules (including if the percentage
of Shares held in public hands falls below 10 per cent. of the
total number of issued Shares), the Directors shall immediately
notify the UK FCA, which may suspend the listing of the Shares
pursuant to Listing Rule 5. Following Shareholder approval, the
listing would then be cancelled.
Anti-Bribery and Corruption Policy
The Board of the Company has a
zero-tolerance approach to instances of bribery and corruption.
Accordingly, it expressly prohibits any Director or associated
persons, when acting on behalf of the Company, from accepting,
soliciting, paying, offering or promising to pay or authorise any
payment, public or private, in the United Kingdom or abroad to
secure any improper benefit for themselves or for the Company. The
Investment Manager has also adopted a zero-tolerance approach to
instances of bribery and corruption. The Board insists on strict
observance with these same standards by its service providers in
their activities for the Company and continues to refine its
process in this regard.
The Modern Slavery Act 2015 ("MSA")
The MSA requires companies to
prepare a slavery and human trafficking statement for each
financial year of the organisation. As the Company has no employees
and does not supply goods or services, the MSA does not directly
apply to it. The MSA requirements more appropriately relate to the
Investment Manager which is a signatory of the Principles of
Responsible Investment (please see "Employees and Socially
Responsible Investment" above) which include social factors such as
working conditions, including slavery and child labour. The MSA of
the Investment Manager is available on its website at
www.nb.com.
Criminal Facilitation of Tax Evasion Policy
The Board of the Company has a
zero-tolerance commitment to preventing persons associated with it
from engaging in criminal facilitation of tax evasion. The Board
has satisfied itself in relation to its key service providers that
they have reasonable provisions
in place to prevent the criminal
facilitation of tax evasion by their own associated persons and
will not work with service providers who do not demonstrate the
same zero tolerance commitment to preventing persons associated
with it from engaging in criminal facilitation of tax
evasion.
General Data Protection Regulation
The Company takes privacy and
security of your information seriously and will only use such
personal information as set out in the Company's privacy notice
which can be found on the Company's website at https://www.nbmif.com/pdf/privacy_policy.pdf
Employees and Socially Responsible
Investment
The Company has a management
contract with the Investment Manager. The Company has no employees
and all of its directors are non-executive, with day-to-day
activities being carried out by third parties. There are therefore
no disclosures to be made in respect of employees and its own
direct environmental impact is minimal. The Company's main
investment activities are carried out by Neuberger Berman, which is
a signatory to the Principles of Responsible Investment and has an
ongoing commitment to strengthening and refining its environmental,
social and governance ("ESG") approach, see the Investment
Manager's website for further details at https://www.nb.com/en/global/esg/philosophy.
The Investment Manager
incorporates an ESG assessment into its internal credit ratings for
non-investment grade credit. Its approach is to consider the
valuation implications of ESG risks and opportunities alongside
traditional factors in the investment process and to focus on
companies or themes, which are judged to be 'better' according to
environmental, social and governance characteristics. Further
details of Neuberger Berman's Principles for Responsible Investment
are given on its website at
www.nb.com/pages/public/en-gb/principles-for-responsible-investment.aspx.
Global Greenhouse Gas Emissions
The Company has no significant
greenhouse gas emissions to report from its operations for the year
to 31 December 2023 (2022 - none), nor does it have responsibility
for any other emissions producing sources.
Gender Metrics
The Board consists of two men and
one woman (33% female representation) as at 31 December 2023. More
information on the Board's consideration of diversity is given in
the Corporate Governance Report.
Key Stakeholder Groups
The Company identifies its key
stakeholder groups as follows:
Shareholders
All Board decisions are made with
the Company's success in mind, which is ultimately for the
long-term benefit of its stakeholders.
Service Providers
As an investment company the
Company does not have any employees and conducts its core
activities through third-party service providers. Our service
providers' relationships are vital to our overall success, so as a
Board we carefully consider the selection of, and engagement and
continued relationship with our key service providers being the
Investment Manager, Administrator, Custodian, Broker, Legal
Advisers, Registrar and Company Secretary.
The Board recognises the benefits of fostering
strong business relationships with its key service providers and
seeks to ensure each is committed to the performance of their
respective duties to a high standard and, where practicable, that
each provider is motivated to adding value within their sphere of
activity.
The Board has delegated various
duties to external parties including the management of the
investment portfolio, the custodial services (including the
safeguarding of assets), the registration services and the
day-to-day company secretarial, administration and accounting
services. Each of these contracts was entered into after full and
proper consideration by the Board of the quality and cost of
services offered. Each provider has an established track record
and, through regulatory oversight and control, are required to have
in place suitable policies to ensure they maintain high standards
of business conduct, treat customers fairly, and employ corporate
governance best practice.
The Company continues to have
regular two-way face-to-face meetings with all key service
providers. The Board respects and welcomes the views of all
stakeholders. Any queries or areas of concern regarding the
Company's operations can be raised via the Company
Secretary.
Stakeholders and Section 172
Whilst directly applicable to UK
registered companies, the intention of the AIC Code is that matters
set out in section 172 of the UK Companies Act, 2006 are reported.
The following disclosures offer some insight into how the Board
uses its meetings as a mechanism for discharging its duties under
Provision 5 of the AIC Code, including the breadth of matters it
discussed and debated during the year and the key stakeholder
groups that were central to those discussions. The Board's
commitment to maintaining the high-standards of corporate
governance recommended in the AIC Code, combined with the
directors' duties enshrined in Company law, the constitutive
documents, the Disclosure Guidance and Transparency Rules, and
Market Abuse Regulation, ensures that shareholders are provided
with frequent and comprehensive information concerning the Company
and its activities via the Company's website and Regulatory
Information Service ("RIS") announcements on the London Stock
Exchange such as ad hoc portfolio data to be provided to the
Shareholders from time-to-time during the Managed Wind-down period
as appropriate.
Each Board meeting follows a
carefully tailored agenda agreed in advance by the Board and
Company Secretary. A typical meeting will comprise reports on
current financial and operational performance from the
Administrator, market update from the Broker, portfolio performance
from the Investment Manager, with regulatory and governance updates
from the Company Secretary and where required, a detailed deep dive
into an area of particular strategic importance or concern. Through
oversight and control, the Company has in place suitable policies
to ensure it maintains high standards of business conduct, treats
stakeholders fairly, and employ high standards of corporate
governance.
Whilst the primary duty of the
Directors is owed to the Company, the Board considers as part of
its discussions and decision-making process the interests of all
key stakeholder groups as identified above. Particular
consideration is given to the continued alignment between the
activities of the Company and those that contribute to delivering
the Board's strategy.
Employee Engagement & Business
Relationships
The Company conducts its core
activities through third-party service providers and does not have
any employees. The Board recognises the benefits of fostering
strong business relationships with its key service providers and
seeks to ensure each is committed to the performance of their
respective duties to a high standard and, where practicable, that
each provider is motivated to adding value within their sphere of
activity. Details on the Board's approach to service provider
engagement and performance review are contained in the Management
Engagement Committee Report.
Disclosure of Information to the Auditor
The Directors who were members of
the Board at the time of approving this report are listed on
previously in this document. Each of those Directors confirms
that:
· he or she has taken all steps a director might reasonably be
expected to have taken to be aware of relevant audit information
and to establish that the Company's auditor is aware of that
information.
For and on behalf of the
Board
Rupert Dorey
Chair
16 April 2024
GOVERNANCE | Corporate
Governance Report
Corporate Governance
Report
Applicable Corporate Governance Codes
The Board has considered the
principles and provisions of the AIC Code of Corporate Governance
(the "AIC Code"), published in February 2019. The AIC Code
addresses the principles and provisions set out in the UK Corporate
Governance Code (the "UK Code") as well as setting out additional
provisions on issues that are of specific relevance to the
Company.
The Board considers that reporting
against the principles and provisions of the AIC Code provides more
relevant information to shareholders. The AIC Code has been
endorsed by the Financial Reporting Council and Guernsey Financial
Services Commission. Copies of the AIC Code can be found at
www.theaic.co.uk.
It includes an explanation of how the AIC Code adapts the
Principles and Provisions set out in the UK Code to make them
relevant for investment companies.
The Company has complied with the
principles and provisions of the AIC Code to the extent they are
applicable to the Company.
On 1 January 2012, the Guernsey
Financial Services Commission's ("GFSC") "Finance Sector Code of
Corporate Governance" came into effect and was amended in February
2016 and 10 June 2021 (the "GFSC Code"). The GFSC Code states that
companies, which report against the UK Code or the AIC Code, are
deemed to meet the GFSC Code and need take no further
action.
Corporate Governance Statement
Throughout the year ended 31
December 2023, the Company has complied with the recommendations of
the AIC Code, except where explanations have been provided. The
Company assesses its compliance with the recommendations of the AIC
through conducting an annual analysis and addressing any gaps
identified.
The Directors believe that this
Annual Report and Financial Statements ("Annual Report") presents a
fair, balanced and understandable assessment of the Company's
position and prospects, and provides the information necessary for
shareholders to assess the Company's performance, business model
and strategy.
The Company complies with the
corporate governance statement requirements pursuant to the FCA's
DTR by virtue of the information included in the Corporate
Governance section of the Annual Report together with information
contained in the Strategic Review and the Directors' Report. There
is no information that is required to be disclosed under Listing
Rule 9.8.4.
Our Governance Framework
|
Chair - Rupert
Dorey
Responsibilities:
The leadership, operation and
governance of the Board, ensuring effectiveness, and setting the
agenda for the Board.
More details are provided
below.
|
|
Senior Independent Director - David Staples
Responsibilities:
• Working in close
contact with and providing support to the Chair, particularly in
relation to corporate governance.
• Liaising with and
being available to Board members and shareholders as required
outside conventional communication channels.
• Meeting annually
with Board members to review the performance of the Chair of the
Board.
• When requested to
do so, attending meetings with major shareholders to obtain a
balanced understanding of any issues, concerns, and providing
feedback to the Board
The Board Members of NB Global Monthly Income Fund Limited
(as at 31 December 2023):
Rupert Dorey, Laure Duhot and
David Staples - all independent non-executive directors.
Responsibilities:
Overall conduct of the Company's
business and setting the Company's strategy.
The Company Secretary, Sanne Fund
Services (Guernsey) Limited, through its representative acts as
Secretary to the Board and Committees and in doing so
it:
• assists
the Chair in ensuring that all Directors have full and timely
access to all relevant documentation;
• will
organise induction of new Directors; and
• is
responsible for ensuring that the correct Board procedures are
followed and advises the Board on corporate governance
matters.
|
Members:
David Staples (Chair)
Rupert Dorey
Laure Duhot
Responsibilities:
The provision of effective
governance over the appropriateness of the Company's financial
reporting including the adequacy of related disclosures, the
performance of the external auditor, and the management of the
Company's systems of internal financial and operating controls and
business risks.
More details further
below.
|
Management Engagement Committee
Members:
Laure Duhot (Chair)
Rupert Dorey
David Staples
Responsibilities:
To review performance of all
service providers (including the Investment Manager but excluding
the external auditor).
More details further
below.
|
Remuneration and Nomination Committee
Members:
Laure Duhot (Chair)
Rupert Dorey
David Staples
Responsibilities:
To ensure the Board comprises
individuals with the necessary skills, knowledge and experience to
ensure that the Board is effective in discharging its
responsibilities and oversight of all matters relating to corporate
governance, and to review the on-going appropriateness and
relevance of the remuneration policy.
More details further
below.
|
|
|
|
|
| |
Our Governance Framework
The Board, chaired by Rupert Dorey
who is responsible for its leadership and for ensuring its
effectiveness in all aspects of its role, currently consists of
three non-executive Directors. The biographical details of the
Directors holding office at the date of this report are listed are
listed previously in this document, and demonstrate a breadth of
investment, financial and professional experience. The Board
considers that all the Directors have different qualities and areas
of expertise on which they may lead where issues arise and to whom
concerns can be conveyed. The balance and independence of the Board
is kept under review by the Remuneration and Nomination Committee,
details of which can be found further below.
Board Independence and Composition
The Chair and all Directors are
considered independent of the Company's Investment Manager, the
Company Secretary, the Administrator and Sub-Administrator. The Directors
consider that they all contribute to the affairs of the Company in
an adequate manner. The Board reviews the independence of all
Directors annually. Rupert Dorey was deemed to be independent by
the Board prior to his appointment as Chair of the
Company.
Directors' Appointment
No Director has a service contract
with the Company. Directors have agreed letters of appointment with
the Company, copies of which are available for review by
shareholders at the Registered Office and will be available at the
2024 AGM. Rupert Dorey has served since 1 March 2015, David Staples
has served since 14 June 2018 and Laure Duhot has served since 25
November 2020. Directors may resign at any time by giving one
month's written notice to the Board.
In accordance with the AIC Code
all Directors are subject to re-election annually by shareholders.
The Remuneration and Nomination Committee reviewed the
independence, contribution and performance of each Director
together with results of the 2023 internal Board Evaluation and
have determined that it is in the best interests of the Company
that Rupert Dorey, David Staples and Laure Duhot should stand for
re-election.
Tenure of Non-Executive Directors
The Board has adopted a policy on
tenure that it considers appropriate for an investment company. The
Board does not believe that length of service, by itself, leads to
a closer relationship with the Investment Manager or necessarily
affects a Director's independence. The Board's tenure and
succession policy has sought to ensure that the Board is well
balanced. The Board has sought to encompass past and current
experience of various areas relevant to the Company's
business.
The dates of appointment of all
Directors are provided in the Directors' Remuneration Report and a
summary of shareholder elections is provided below.
|
Date first elected by
shareholders
|
Years from first election to
2024 AGM
|
Considered to be independent
by the Board
|
Rupert Dorey
|
June
2015
|
9
|
Yes
|
David Staples
|
May
2019
|
5
|
Yes
|
Laure Duhot
|
June
2021
|
3
|
Yes
|
Succession
Over previous years, the Board
have looked to balance the tenure of the Directors. Given the
nature of the Company, being an externally managed investment
company with no employees and no executives, the Board believes its
succession plan and orderly rotation of long serving directors has
been in the best interests of the Company and the Board has acted
on the recommendations of the Remuneration and Nomination Committee
in relation to its composition on an annual basis. As the Board is
now focussed on the Managed Wind-down it does not anticipate there
will be any further changes to its composition whilst the Company
remains listed.
Re-election of Directors
Rupert Dorey, David Staples
and Laure Duhot each submit themselves for re-election at the AGM to be held on 31
May 2024. The Remuneration and Nomination Committee confirmed to the Board
that the contributions made by each of the Directors offering
themselves for re-election/election at the 2024 AGM continue to
support the overall effective operation of the Board and that
shareholders should support their re-election.
Board Diversity
The Board considers that its
members have a balance of capabilities, skills and experience which
are relevant to the Company. While they acknowledge the importance
of gender and ethnic diversity and recognise the diversity targets
as set out by the Financial Conduct Authority of
at least 40% of individuals on its
board of directors are women;
at least one of the following
senior positions on its board of directors is held by a
woman:
(i) the chair,
(ii) the chief
executive,
(iii) the senior independent
director, and/or
(iv) the chief financial officer;
and
at least one individual on its
board of directors is from a minority ethnic background.
The Board note that while they do
not meet any of these targets, as a Board of only 3
independent directors and as the Company is in a managed wind-down
working towards the appointment of a liquidator within the next
nine months, they do not consider it appropriate or practical to
seek further recruitment for the purpose of meeting the enhanced
targets, nor to incur any additional costs in seeking to do
so.
Board Responsibilities
The Board meets at least four
times each year and deals with the important aspects of the
Company's affairs including the setting and monitoring of
investment strategy and the review of the Managed Wind-down. The
Investment Manager takes decisions as to the realisation of
individual investments during the Managed
Wind-down, in line with the investment policy and strategy set by
the Board. The Investment Manager together with the Company
Secretary, Administrator and Sub-Administrator also
ensures that all Directors receive, in a
timely manner, all relevant management, regulatory and financial
information relating to the Company and its portfolio of
investments. Representatives of the Investment Manager attend each
Board meeting, enabling Directors to question on any matters of
concern or seek clarification on certain issues. Matters
specifically reserved for decision by the Board have been defined
and a procedure set out in their respective appointment letters for
Directors in the furtherance of their duties to take independent
professional advice at the expense of the Company.
Conflict of Interests
Directors are required to disclose
all actual and potential conflicts of interest to the Board as they
arise for consideration and the Board may impose restrictions or
refuse to authorise conflicts if deemed appropriate. The Directors
have undertaken to notify the Company Secretary as soon as they
become aware of any new potential conflicts of interest that would
need to be approved by the Board. Only Directors who have no
material interest in the matter being considered will be able to
participate in the Board approval process. It has also been agreed
that the Directors will seek prior approval from the Board in
advance of any proposed external appointments.
None of the Directors had a
material interest in any contract, which is significant to the
Company's business. The Directors' Remuneration Report provides
information on the remuneration and interests of the Directors.
Further below, details Directors' appointments on other listed
companies.
Performance Evaluation
The performance of the Board, its
committees and the Directors was reviewed by the Remuneration and
Nomination Committee in November 2023 by means of an internal
questionnaire. The Company Secretary collated the resuts of the
questionnaires and the results were reviewed by and discussed by
the Remuneration and Nomination Committee, whose Chair reported to
the Board. No material areas of concern were raised.
As a result of the 2023 Board
performance evaluation, the Board has agreed:
· That
all Directors are considered independent;
· Rupert
Dorey, David Staples and Laure Duhot are proposed for re-election
at the 2024 AGM; and
· The
Board composition was diverse and appropriate in regards to skills,
number, experience and gender.
The Remuneration and Nomination
Committee (excluding Rupert Dorey) led by the Senior Independent
Director reviewed the performance of the Chair. It was agreed that
the Chair had continued to lead the Board and had performed his
duties very well.
Induction/Information and Professional
Development
Directors are provided, on a
regular basis, with key information on the Company's policies,
regulatory requirements and its internal controls. Regulatory and
legislative changes affecting Directors' responsibilities are put
to the Board as they arise along with changes to best practice
from, amongst others, the Investment Manager, Company Secretary,
legal advisers and the Auditor. Advisers to the Company also
prepare reports for the Board from time to time on relevant topics
and issues. In addition, Directors attend relevant seminars and
events to allow them to continually refresh their skills and
knowledge and keep up with relevant changes. Each Director
maintains a log, provided to the Company Secretary on at least
annual basis as a record of his/her continued professional
development. The Chair reviewed the training and development needs
of each Director during the annual Board evaluation process and is
satisfied that all Directors actively keep up to date with industry
developments and issues.
When new Directors are appointed
to the Board, they are provided with all relevant information
regarding the Company and their duties and responsibilities as
Directors. In addition, a new Director will also spend time with
representatives of the Investment Manager, and other service
providers as may be appropriate, in order to learn more about their
processes and procedures.
The Chair is available to meet
Directors individually at any time should they have matters on
company business which they wish to raise privately. There have
been no issues or concerns that have been raised by Directors in
the year ended 31 December 2023 or since.
Independent Advice
The Board recognises that there
may be occasions when one or more of the Directors feels it is
necessary to take independent legal advice at the Company's
expense. A procedure has been adopted to enable them to do so,
which is managed by the Company Secretary.
Indemnities
To the extent permitted by the
Law, the Company's Articles provide an indemnity for the Directors
against any liability except such (if any) as they shall incur by
or through their own breach of trust, breach of duty or negligence.
Each Director has an Instrument of Indemnity with the
Company.
During the year, the Company has
maintained insurance cover for its Directors under a Directors' and
Officers' liability insurance policy.
Shareholder Engagement
The Board believes that the
maintenance of good relations with shareholders is important for
the long-term prospects of the Company. Since admission, the Board
has sought engagement with shareholders. Where appropriate the
Chair, and other Directors are available for discussion about
governance and strategy with shareholders and the Chair ensures
communication of shareholders' views to the Board. The Board
receives feedback on the views of shareholders from its Corporate
Brokers and the Investment Manager, and shareholders are welcome to
contact the Chair, Senior Independent Director or any other
Director at any time via the Company Secretary.
The Company ceased its quarterly
investor update calls effective January 2020 as the way in which it
communicates with key investors has evolved with a preference among
shareholders for regular virtual or face-to-face meetings.
Furthermore, the whole Board, including the committee chairs,
welcome the opportunity to meet with investors on a one-to-one
basis, upon request. The Chair has had discussions with a number of
investors on a one-to-one basis during the year and continues to
welcome meetings with all investors.
The Board believes that the AGM
provides an appropriate forum for shareholders to communicate with
the Board and encourages participation. There is an opportunity for
individual shareholders to question the Chair of the Board, the
Senior Independent Director, and the Chair of each of the Audit and
Risk Committee, the Management Engagement Committee and the
Remuneration and Nomination Committee at the AGM.
The Annual Reports, Key
Information Documents and portfolio data provided to shareholders
from time-to-time during the Managed Wind-down as appropriate are
available to provide shareholders with a clear understanding of the
Company's activities and its results. This information is
supplemented by the daily calculation and publication on the London
Stock Exchange of the NAV of the Company's Ordinary
Shares[1] . The
Board is informed of relevant promotional documents issued by the
Investment Manager. All documents issued by the Company can be
viewed on the website, www.nbgmif.com .
2024 AGM
The 2024 AGM is planned to be held
in Guernsey on 31 May 2024. Any updates to changes to the
proceedings of the AGM will be published on the Company's
website www.nbgmif.com
and notified by the Company via an RIS
announcement. The Notice for the AGM sets out the ordinary and
special resolutions to be proposed at the meeting. Separate
resolutions are proposed for each substantive issue.
It is the intention of the Board
that the Notice of AGM be issued to shareholders so as to provide
at least twenty working days' notice of the meeting. Shareholders
wishing to lodge questions in advance of the meeting and
specifically related to the resolutions proposed are invited to do
so by writing to the Company Secretary at the registered office
address.
Voting on all resolutions at the
AGM is on a poll. The proxy votes cast, including details of votes
withheld are disclosed to those in attendance at the meeting and
the results are published on the website and announced via a RIS
Service. Where a significant number of votes have been lodged
against a proposed resolution (being greater than 20%), the Board
intends to identify those shareholders and further understand their
views to address their concerns. An update
on the views and actions taken will be published no later than six
months after the shareholder meeting. The Board notes that any
resolution which receives a high percentage of votes against it
will be included in the Investment Association's Public Register.
The Public Register is an aggregated list of publicly available
information regarding meetings of companies in the FTSE All-Share
who have received significant shareholder opposition to proposed
resolutions or have withdrawn a resolution prior to the shareholder
vote.
Board Meetings
The Board meets
at least quarterly. Certain matters are
considered at all quarterly board meetings including the
performance of the investments, NAV and share price and associated
matters such as asset allocation, risks, strategy, marketing and
investor relations, peer group information and industry issues.
Since the Company is now in Managed Wind-down, the Board's focus
has moved to reviewing with the Investment Manager the strategy for
realising all of the Company's investments in a timely manner and
which will best preserve shareholder value. The receipt of cash
from this process and the appropriateness of making returns of
capital to shareholders through compulsory redemption of shares are
also key items. Consideration is also given to administration and
corporate governance matters, and where applicable, reports are
received from the Board committees.
The Chair is responsible for
ensuring the Directors receive complete information in a timely
manner concerning all matters which require consideration by the
Board. Through the Board's ongoing programme of shareholder
engagement and the reports produced by each key service provider,
the Directors are satisfied that sufficient information is provided
so as to ensure the matters set out in Section 172 of the UK
Companies Act 2006 are taken into consideration as part of the
Board's decision-making process.
Directors unable to attend a board
meeting are provided with the board papers and can discuss issues
arising in the meeting with the Chair or another non-executive
Director.
15 ad-hoc board meetings were held
during the year.
Attendance at scheduled meetings of the Board and its
committees in the 2023 financial year
|
Board
|
Audit and Risk
Committee
|
Remuneration and Nomination
Committee
|
Management Engagement
Committee
|
Number of meetings during the year
|
4
|
4
|
1
|
1
|
Rupert Dorey
|
4
|
4
|
1
|
1
|
Laure Duhot
|
4
|
4
|
1
|
1
|
David Staples
|
4
|
4
|
1
|
1
|
Board Committees
The Board has established an Audit
and Risk Committee, a Management Engagement Committee and a
Remuneration and Nomination Committee with defined terms of
reference and duties. Further details of
these committees can be found in their reports further
below. The terms of reference for each
committee can be found on the Company's website
https://www.nbgmif.com.
The Board has not established an
Inside Information Committee as a quorum of the Board will review
and determine any inside information and any delay to the
disclosure thereof to meet the requirements of the UK Market Abuse
Regulations.
For and on behalf of the
Board
Rupert Dorey
Chair
16 April 2024
GOVERNANCE | Audit and Risk
Committee Report
Audit and Risk Committee
Report
Membership
David Staples -
Chair
(Independent non-executive Director)
Rupert Dorey1
(Company Chair and independent non-executive Director)
Laure Duhot
(Independent non-executive Director)
1 The Board believes it is appropriate for the Company Chair to
be a member of the Committee as he is deemed by the Board to be an
independent non-executive Director, it is a small board and the
Chair's financial background and experience of the asset class is
valuable to the Committee.
Key Objectives
The provision of effective
governance over the appropriateness of the Company's financial
reporting including the adequacy of related disclosures, the
performance of the external auditor, and the management of the
Company's systems of internal financial and operating controls and
business risks.
Key Responsibilities
· Monitoring and reviewing the Company's financial results
announcements, Annual and Half-Yearly Financial Statements and
monitoring compliance with relevant statutory and listing
requirements;
· Reporting to and advising the Board on the appropriateness of
the Company's financial controls, accounting policies and practices
including critical accounting policies, judgements, estimates, and
practices;
· Advising the Board on whether the Committee believes the
Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company's performance, business model
and strategy;
· Overseeing the relationship with the external auditor and
evaluating its performance (please refer to the Terms of Reference
which are available on the Company's website for further detail on
the responsbilities in relation to the external
auditor);
· Considering the financial and other implications on the
independence of the auditor arising from any non-audit services to
be provided by the auditor. Maintaining a non-audit services
policy.
· Reporting to the Board on the effectiveness of the Company's
risk management framework; and
· Compiling a report on its activities to be included in the
Company's Annual Report.
The Committee members have a wide
range of financial and commercial expertise necessary to fulfil its
duties. The Chair of the Committee is a Fellow of the Institute of
Chartered Accountants in England and Wales and an associate of the
Chartered Institute of Taxation, and has recent and relevant
financial experience, as required by the AIC Code.
Committee Meetings
The Committee meets at least three
times a year. Only members of the Committee and its Secretary have
the right to attend the meetings. However, representatives of the
Investment Manager, Administrator and Sub-Administrator are invited to
attend the meetings on a regular basis and other non-members may be
invited to attend all or part of a meeting as and when appropriate
and necessary. The Company's external auditor, KPMG Channel Islands
Limited ("KPMG") is invited to each meeting. The Chair of the
Committee also met separately with KPMG without the Investment
Manager being present.
Main Activities during the year
The Committee assisted the Board
in carrying out its responsibilities in relation to financial
reporting requirements, risk management and the assessment of
internal financial and operating controls. It also managed the
Company's relationship with the external auditor.
The Committee reported to the
Board at each scheduled quarterly board meeting on the activity of
the Committee and matters of particular relevance to the Board in
the conduct of their work. The Committee reviewed the effectiveness
of the Company's risk management framework in relation to the
investment policy; assessed the risks involved in the Company's
business and how they were controlled and monitored by the
Investment Manager; monitored and reviewed the effectiveness of the
risk management function of the Investment Manager, Administrator
and the Sub-Administrator; reviewed the
risks associated with the valuation of investments and reviewed the
Company's procedures concerning prevention and detection of
fraud.
The Board requested that the
Committee advise them on whether it believes the Annual Report,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company's
performance, business model and strategy.
The Committee's terms of reference
were updated during the year and can be found on the Company's
website https://www.nbgmif.com.
At its four meetings during the
year, the Committee focused on:
Financial Reporting
The primary role of the Committee
in relation to financial reporting is to review with the Investment
Manager, Company Secretary, Administrator, Sub-Administrator and KPMG the
appropriateness of the Half-Year and Annual Financial Statements
concentrating on, amongst other matters:
· The
quality and acceptability of accounting policies and
practices;
· The
clarity of the disclosures and compliance with financial reporting
standards and relevant financial and governance reporting
requirements;
· Material areas in which significant judgements and estimates
have been applied or where there has been discussion with the
external auditor;
· The viability of the Company, taking
into account the principal and emerging risks it faces;
· Whether
the Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company's performance, business model
and strategy; and
· Any
correspondence from regulators in relation to the quality of the
Company's financial reporting.
To aid its review, the Committee
considers reports from the Investment Manager, Company Secretary,
Administrator, Sub-Administrator and also reports from KPMG on the
outcomes of their half-year review and annual audit.
Significant Issues
In relation to this
Annual Report the
following significant issue was considered by the
Committee:
Significant issue
|
How the Issue was Addressed
|
The valuation of the Company's
investments held at net realisable value
|
The Committee analysed the
investment portfolio of the Company in terms of investment mix,
levelling and valuation. The Committee discussed in depth with the
Investment Manager the appropriateness and robustness of the
multi-sourced pricing information used to derive the valuations
including the valuation methodologies applied for the less liquid
investments classified as level 3. Discussions were also held with
the Investment Manager and KPMG to ensure, as far as possible, that
the valuations were prepared in line with the valuation process and
methodology set out in the Company's accounting policies. No
material discrepancies were identified. The Committee held meetings
with KPMG throughout the year. During the 2024 Audit Committee
meeting, KPMG presented the results of their audit to the Committee
and confirmed that the results of KPMG's audit testing were
satisfactory.
|
Internal Controls and Risk Management
The Committee has established a
process for identifying, evaluating and managing any major risks
faced by the Company, including emerging and principal risks. The
process is subject to regular review by the Board and accords with
the AIC Code.
The Committee is responsible to
the Board for the Company's system of internal financial and
operating controls and for reviewing its effectiveness. However,
the system is designed to manage rather than eliminate risks of
failure to achieve the Company's business objectives and can only
provide reasonable and not absolute assurance against material
misstatement or loss. The Committee has received and reviewed the
Systems and Organisation 1 Controls report of the Sub-Administrator
covering the 12-month period to 30 September 2023 and there were no
material deficiencies.
During the Board's visit to the
Sub-administrator's office in 2022, the Board received
presentations from the IT, Compliance and Risk, Financial Reporting
and Fund Accounting teams. Each team covered the internal
procedures and controls that are in place to minimise the risk of
errors or breaches while carrying out all duties as
sub-administrator of the fund. These procedures and controls have
not materially changed since.
The Committee receives reports
from the Investment Manager on the Company's risk evaluation
process and reviews changes to significant risks identified. The
Committee has undertaken a full review of the Company's business
risks, which have been analysed and recorded in a risk report,
which is reviewed and updated regularly. The Board receives each
quarter from the Investment Manager a formal report which details
the steps taken to monitor the areas of risk including those that
are not directly the responsibility of the Investment Manager and
which reports the details of any known internal control failures.
No material internal control failures were reported to or found by
the Committee.
The Board's assessment of the
Company's principal risks and uncertainties is set out previously
in this document.
External Audit
The effectiveness of the external
audit process is dependent on appropriate audit risk identification
at the start of the audit cycle. The Committee received a detailed
audit plan from KPMG identifying their assessment of the
significant audit risks. For the 2023 financial year the
significant audit risks identified were in relation to the risk of
management override of controls and the valuation of investments at
net realisable value. The Committee challenged the work performed
by the auditor to test these significant risks. The Committee
assessed the effectiveness of the half-year review and year end
audit process in addressing these matters through the reporting
received from KPMG at both the half-year and year end respectively.
In addition, the Committee sought feedback from the Investment
Manager, Company Secretary, the Administrator and
Sub-Administrator on the
effectiveness of the audit process. For the 2022 financial year,
the Committee was satisfied that there had been appropriate focus
and challenge on the significant and other areas of audit risk. The
Committee concluded that the effectiveness of the external auditor
and the audit process were satisfactory.
Appointment and Independence
The Committee considers the
reappointment of the external auditor, including the rotation of
the audit partner, and assesses their independence on an annual
basis. The external auditor is required under applicable Ethical
Standards to rotate the audit partner responsible for the audit
every five years. In its assessment of the independence of KPMG,
the Committee received confirmation that there were no
relationships between the Company and KPMG which may have
compromised KPMG's independence and that KPMG had completed all
relevant checks to be able to confirm this. The Committee approved
the fees for audit services for 2023 after a review of the level
and nature of work to be performed, and after being satisfied that
the fees were appropriate for the scope of the work required. The
Company is incorporated in Guernsey, and therefore despite being
listed on the Main Market of the London Stock Exchange it is not
required to comply with The Statutory Audit Services for Larger
Companies Market Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities) Order 2014 (the
"Order") which came into force in the UK on 1 January 2015. The
Committee does however keep these developments under review when
determining policy on audit tendering and the Company has decided
it will seek to comply with the provisions of the Order.
The Committee has advised the
Board that it should put the external audit out to tender at least
every ten years. Following the tender process in the autumn of
2020, KPMG was selected to replace PwC who had served as auditor
for ten years with effect from the completion of the 2020 audit.
KPMG will be recommended to shareholders for re-appointment at the
2024 general meeting. There are no contractual obligations
restricting the Committee's choice of external auditor and the
Company does not indemnify the external auditor.
Non-Audit Services
To safeguard the objectivity and
independence of the external auditor, the Committee has a formal
policy governing the engagement of the external auditor to provide
non-audit services. The external auditor and the Committee
have agreed that all non-audit services require the pre-approval of
the Committee prior to the commencement of any work.
KPMG was remunerated £125,680 for
services rendered in respect of the financial year ended 2023. Of
this amount, £92,000 was in relation to the year-end audit and
£33,680 for procedures performed in respect to the half-year
review. No other non-audit services were undertaken by KPMG for the
Company during the year.
Committee Evaluation
The Committee undertook an
evaluation during the year, as part of the Board evaluation
performed in the year. Details of this process can be found under
"Performance evaluation" previously discussed in this document. The
Committee was satisfied that it had undertaken its duties
efficiently and effectively.
David Staples
On behalf of the Audit and Risk
Committee
16 April 2024
GOVERNANCE | Management
Engagement Committee Report
Management Engagement Committee
("MEC") Report
Membership
Laure Duhot - Chair
(Independent non-executive Director)
Rupert Dorey1
(Company Chair and independent non-executive Director)
David
Staples
(Independent non-executive Director)
1 The Board believes it is
appropriate for the Company Chair to be a member of the Committee
as he is deemed by the Board to be an independent non-executive
Director, it is a small board and the Chair's financial background
and experience of the asset class is valuable to the
Committee.
Key Objectives
To review performance of all
service providers (including the Investment Manager).
Responsibilities
· To
annually review the performance, relationships and contractual
terms of all service providers (including the Investment
Manager);
· Review
and make recommendations on any proposed amendment to the
Investment Management Agreement ("IMA"); and
· To
review the performance of, and contractual arrangements with the
Investment Manager including:
- Monitor and evaluate the Investment Manager's investment
performance and, if necessary, providing appropriate
guidance;
- To consider whether an independent appraisal of the
Investment Manager's services should be made;
- To consider requiring the Investment Manager to provide
attribution and volatility analyses and considering whether these
should be published;
- Review the level and method of remuneration and the notice
period, using peer group comparisons;
- To put in place procedures by which the Committee regularly
reviews the continued retention of the Investment Manager's
services;
- Review the level and method of remuneration and the notice
period. The Committee should give due weight to the competitive
position of the Company against the peer group;
MEC Meetings
Only members of the MEC and the
Secretary have the right to attend MEC meetings. However,
representatives of the Investment Manager, Administrator and
Sub-Administrator may be
invited by the MEC to attend meetings as and when
appropriate.
Main Activities during the year
The MEC met once during the year
and reviewed the performance, relationships and contractual terms
of all service providers during November 2023 including the
Investment Manager. The MEC reviewed the terms of reference for the
MEC and recommended to the Board that the Terms of Reference be
re-adopted. The current Terms of Reference are available on the
Company's website https://www.nbgmif.com.
Continued Appointment of the Investment Manager and other
Service Providers
The Board reviews investment
performance at each Board meeting and a formal review of all
service providers is conducted annually by the MEC.
As a result of the 2023 annual review it is the opinion of the
Directors to continue with the appointment of the Investment
Manager. The Board considers that the Investment Manager has
extensive investment management resources and wide experience in
managing and realising investments and is satisfied with the
quality and competitiveness of the fee arrangements of the
Investment Manager and the Company's other service providers.
Please see fee section in Note 3 for further details. In light of
the change of strategy and subsequent approval of the Wind Down,
the agreements between the Company and its various service
providers were reviewed, amended or terminated, whenever relevant,
to continue to be in the best interests of the Company and its
shareholders as a whole during the Managed Wind-down.
Laure Duhot
On behalf of the Management
Engagement Committee
16 April 2024
GOVERNANCE | Remuneration and
Nomination Committee Report
Remuneration and Nomination
Committee ("RNC") Report
Membership
Laure Duhot - Chair
(Independent
non-executive Director)
Rupert Dorey1
(Company Chair and independent non-executive Director)
David
Staples
(Independent non-executive Director)
1 The Board believes it is
appropriate for the Company Chair to be a member of the Committee
as he is deemed by the Board to be an independent non-executive
Director, it is a small board and the Chair's financial background
and experience of the asset class is valuable to the
Committee.
Key Objectives
To ensure the Board comprises
individuals with the necessary skills, knowledge and experience
such that it is effective in discharging its responsibilities and
to review the on-going appropriateness and relevance of the
remuneration policy. Having considered the size of the Board and
the nature, scale and complexity of the Company, the Board is
satisfied that all Directors are appointed as members of the
RNC.
Responsibilities
· Determine the remuneration policy of the Company and make
recommendations to the Board accordingly within the aggregate limit
set by the Articles;
· Prepare
an annual report on Directors' remuneration;
· Considers the need to appoint external remuneration
consultants;
· Regularly review and make recommendations in relation to the
structure, size and composition of the Board including the
diversity and balance of skills, knowledge and experience, and the
independence of the non-executive Directors;
· Oversees the performance evaluation of the Board, its
committees and individual Directors;
· Reviews
the tenure of each of the non-executive Directors;
· Leads
the process for identifying and making recommendations to the Board
regarding candidates for appointment as Directors, giving full
consideration to succession planning and the leadership needs of
the Company; and
· Makes
recommendations to the Board on the composition of the Board's
committees.
RNC Meetings
Only members of the RNC and the
Secretary have the right to attend RNC meetings. However,
representatives of the Investment Manager, Administrator and
Sub-Administrator are
invited by the RNC to attend meetings as and when appropriate. In
the event there are matters arising concerning either an
individual's membership of the Board or their remuneration, they
would absent themselves from the meeting as required and another
independent non-executive Director would take the chair if this
applied to the RNC Chair.
Main Activities during the year
The RNC met once during the year
and considered succession planning and replenishment of the Board
and reviewed Directors' remuneration. Following the EGM held on 27
January 2023, whereby shareholder approved the managed wind down of
the Company, the Directors noted their previous decision that they
would meet again to look again at the board succession planning and
replenishment, with a view to also take into consideration latest
recommendations in terms of gender and ethnic diversity on the
board, but only if shareholders voted against a winding down.
Noting the Company's investors approved both proposals put forward
at the EGM, and that the Company's investment objective is now to
undertake a managed wind down of its portfolio, it has been agreed
that the status quo will remain, as there is no need to plan any
changes to Board composition, given the Company's strategy of
pursuing a managed wind down and returning capital to shareholders.
The RNC also reviewed the results of the annual evaluation of the
performance of the Board and its committees, the Chair and
individual directors which was carried out by way of internal
evaluation questionnaire and discussion. The RNC considered that
the results provided confirmed the continued appropriateness of the
balance of skills, experience, independence and knowledge of the
Company and that the activities of the Board continued to be
effective in promoting the strategy of the Company.
The terms of reference for the RNC
were reviewed and the Board re-adopted the terms of reference for
the RNC. The terms of reference are available on the Company's
website at https://www.nbgmif.com.
The Board's diversity policy was agreed in March
2012 and in the 2018 Annual Report the Board set an objective to
meet 33% female representation during 2020, which was met following
the appointment of Laure Duhot in November 2020. The Board supports
the recommendations of the Davies Report and Hampton-Alexander
Review, notes the recommendations of the Parker Review and believes
in and values the importance of diversity, including gender, to the
effective functioning of the Board. As the Company is now in
Managed Wind-down, the Board considers that it would be inefficient
to change the composition of the Board, except in extenuating
circumstances, until such time as the Company ceases to be listed
or a liquidator is appointed.
Diversity
The Board considers that its
members have a balance of capabilities, skills and experience which
are relevant to the Company. While they acknowledge the importance
of gender and ethnic diversity and recognise the diversity targets
as set out by the Financial Conduct Authority of
· at
least 40% of individuals on its board of directors are
women;
· at
least one of the following senior positions on its board of
directors is held by a woman:
o the chair,
o the chief executive,
o the senior independent director, and/or
o the chief financial officer; and
· at
least one individual on its board of directors is from a minority
ethnic background.
The Board note that while they do
not meet any of these targets, as a Board of 3 independent
directors and as the Company is in a managed wind-down, they do not
consider it appropriate or practical to seek further recruitment
for the purpose of meeting the enhanced targets, nor to incur any
additional costs in seeking to do so.
The RNC reviewed the fees paid to
the Board of Directors and proposed to retain the current levels.
In line with the Company's remuneration policy, fees will continue
to be reviewed to ensure that they remain appropriate reflecting
the time commitment and responsibilities of the role.
Further, the RNC considered the
remuneration policy and agreed that it remained appropriately
positioned. A detailed "Directors' Remuneration Report" to
shareholders from the RNC on behalf of the Board, is contained
further below.
Laure Duhot
On behalf of the Remuneration and
Nomination Committee
16 April 2024
GOVERNANCE | Directors'
Remuneration Report
Directors' Remuneration
Report
Annual Statement
This report meets the relevant
requirements of the Listing Rules of the FCA and the AIC Code and
describes how the Board has applied the principles relating to
Directors' remuneration. An ordinary resolution to receive and
approve this report will be proposed at the AGM on 31 May
2024.
Directors' Fees
The Company paid the following
fees to the Directors for the years ended 31 December 2023 and 31
December 2022:
|
ROLE
|
Total BOARD FEES
2023
US$
|
Total
BOARD
FEES 2022
US$
|
Rupert Dorey
|
Chair
Member of the Remuneration and
Nomination Committee
Member of the Audit and Risk
Committee
Member of the Management Engagement
Committee
|
$63,740
|
$61,873
|
Laure Duhot
|
Member of the Audit and Risk
Committee
Chair of the Remuneration and
Nomination Committee
Chair of the Management Engagement
Committee
|
$58,641
|
$56,923
|
David Staples
|
Chair of the Audit and Risk
Committee
Member of the Remuneration and
Nomination Committee
Member of the Management Engagement
Committee
Senior Independent
Director
|
$62,465
|
$60,636
|
Total
|
|
$184,846
|
$179,432
|
No other remuneration or
compensation was paid or is payable by the Company during the year
to any of the Directors, other than reimbursed travel expenses of
$1,066 (31 December 2022: $2,939).
Please refer to Note 3 for more
details on Directors' remuneration.
Changes to the Board
There have been no changes to the
Board during the year.
Remuneration Policy
The determination of the
Directors' fees is a matter dealt with by the RNC and the Board.
The RNC considers the remuneration policy annually to ensure that
it remains appropriately positioned and takes into account any
expected changes in time commitments. Directors will review the
fees paid to the boards of directors of similar investment
companies. No Director is to be involved in decisions relating to
individual aspects of his or her own remuneration, however the
Board, as a whole, sets the level of directors' fees.
No Director has a service contract
with the Company and Directors' appointments may be terminated at
any time by one month's written notice with no compensation payable
at termination.
Directors are authorised to claim
reasonable expenses from the Company in relation to the performance
of their duties.
The Company's policy is that the
fees are payable quarterly in arrears to the Directors and should
reflect the time commitment required by the Board on the Company's
affairs and the level of responsibility borne by the Directors and
should be sufficient to enable high calibre candidates to be
recruited and be comparable to those paid by similar companies. It
is not considered appropriate that the Directors' remuneration
should be performance related, and none of the Directors are
eligible for bonuses, pension benefits, share options, long-term
incentive schemes or other benefits in respect of their services as
non-executive Directors of the Company. Furthermore, the Chair of
the Board, Senior Independent Director and Chair of the other
Committees are paid a higher fee than the other Directors in
recognition of their more onerous roles and more time spent. The
Board may amend the level of remuneration paid within the limits of
the Company's Articles.
The Company's Articles limit the
aggregate fees payable to the Board of Directors to a total of
£500,000 per annum. The Chair of the RNC may consult with principal
shareholders of the Company should it be proposed to exceed the
aggregate limit.
Statement by the Chair of the RNC
In accordance with the Directors'
remuneration policy, the Directors' fees were reviewed by the RNC
during its meeting in November 2023 where it was recommended that
fees should be maintained at the current level (see table below).
The level of directors' fees will continue to be reviewed annually
by the RNC.
Role
|
Fee (£)
|
Non-Executive Director
|
40,000
|
Chair of the Company
|
50,000
|
Chair of the Audit and Risk
Committee (additional fee)
|
6,000
|
Senior Independent Director
(additional fee)
|
3,000
|
Chair of the Remuneration and
Nomination Committee (additional fee)
|
3,000
|
Chair of the Management Engagement
Committee (additional fee)
|
3,000
|
No Director was involved in
deciding his or her own remuneration. The level of the Directors'
fees will continue to be reviewed annually by the RNC.
Service Contracts and Policy on Payment for Loss of
Office
Directors are appointed with the
expectation that they will stand for annual re-election. Rupert
Dorey was appointed on 1 March 2015, David Staples was appointed on
14 June 2018 and Laure Duhot was appointed on 25 November 2020.
Directors may resign at any time by giving one month's notice in
writing to the Board. Directors' appointments are reviewed during
the annual board evaluation. Directors are not entitled to any
payments for loss of office.
No Director has a service contract
with the Company. Directors have agreed letters of appointment with
the Company. Directors' election. The names and biographies of the
Directors holding office at the date of this report are listed
previously in this document. All of the Directors are subject to
annual re-election.
Directors' Interests
The Company has not set any
requirements or guidelines for Directors concerning ownership of
shares in the Company. The beneficial interests of the Directors
and their connected persons (where applicable) in the Company's
shares are shown on further below.
Advisors to the RNC
The RNC has not sought the paid
advice or professional services by any outside person in respect of
its consideration of the Directors' remuneration during 2023. The
RNC sought input from the Manager and its Brokers during its
deliberations of the remuneration policy.
Statement of Voting at AGM
At the last AGM, votes on the
remuneration report were cast as follows:
|
For
Number
|
Against
Number
|
Withheld
Number
|
2023 Remuneration Report
|
68,123,211
|
172,902
|
34,051
|
Laure Duhot
On behalf of the Remuneration and
Nomination Committee
16 April 2024
GOVERNANCE | Directors'
Responsibility Statement
Directors' Responsibility
Statement
The Directors are responsible for
preparing the Financial Statements for each financial year, which
give a true and fair view, in accordance
with applicable Guernsey Law and accounting principles generally
accepted in the United States of America ("US GAAP"), of the state
of affairs of the Company and of the profit or loss for the
year.
Under company law the directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Company and of its profit or loss for that period. In preparing
these financial statements, the directors are required
to:
· select suitable accounting policies and apply them
consistently;
· make
judgements and estimates that are reasonable, relevant and
reliable;
· state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the Financial Statements; and
· assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern;
· use
the going concern basis of accounting unless liquidation is
imminent. As disclosed in Note 2, the financial statements have
been prepared on a basis other than going concern.
The Directors confirm that they
have complied with the above requirements in preparing the
Financial Statements.
The Directors are responsible for
keeping proper accounting records, which disclose with reasonable
accuracy at any time the financial position of the Company and to
enable them to ensure that the Financial Statements comply with the
Law. The Directors are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
So far as the Directors are aware,
there is no relevant audit information of which the
Company's auditor is unaware. Each
Director has taken all the steps that he or she ought to have taken
as a director in order to make himself or herself aware of any
relevant audit information and to establish that the Company's
auditor is aware of that information.
The Directors confirm to the best
of their knowledge that:
·
The Financial Statements which have been prepared
in conformity with US GAAP give a true and fair view of the assets,
liabilities, financial position and profit of the Company, as
required by DTR 4.1.12R and are in compliance with the requirements
set out in the Law; and
·
The Annual Report includes a fair review of the
information required by DTR 4.1.8R and DTR 4.1.11R, which provides
an indication of important events and a description of principal
risks and uncertainties which face the Company.
The maintenance and integrity of
the Company's website is the responsibility of the Directors; the
work carried out by the auditor does not involve consideration of
these matters and, accordingly, the auditor accepts no
responsibility for any changes that may have occurred to the
Financial Statements since they were initially presented on the
website.
Legislation in Guernsey governing
the preparation and dissemination of Financial Statements may
differ from legislation in other jurisdictions.
By order of the Board
Rupert Dorey
Chair
16 April 2024
GOVERNANCE | Independent
Auditor's Report
Independent Auditor's Report to
the members of NB Global Monthly Income Fund Limited
Our opinion is
unmodified
We have audited the financial
statements of NB Global Monthly Income Fund Limited (the
"Company"), which comprise the statement of net assets in
liquidation including the condensed schedule of investments in
liquidation as at 31 December 2023, the related statement of
changes in net assets in liquidation for the period from 28 January
2023 to 31 December 2023, the statements of changes in net assets,
operations and cash flows for the period from 1 January 2023 to 27
January 2023, and notes, comprising significant accounting policies
and other explanatory information. These financial statements have
not been prepared on the going concern basis for the reason set out
in Note 2.
In our opinion, the accompanying financial
statements:
· give
a true and fair view of the net assets in liquidation of the
Company as at 31 December 2023, the changes in its assets in
liquidation for the period from 28 January 2023 to 31 December 2023
and of the Company's financial performance and cash flows for the
period from 1 January 2023 to 27 January 2023;
· are
prepared in accordance with U.S. generally accepted accounting
principles; and
· comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) ("ISAs
(UK)") and applicable law. Our responsibilities are described
below. We have fulfilled our ethical responsibilities under, and
are independent of the Company in accordance with, UK ethical
requirements including the FRC Ethical Standard as required by the
Crown Dependencies' Audit Rules and Guidance. We believe that the
audit evidence we have obtained is a sufficient and appropriate
basis for our opinion.
Emphasis of matter - non-going concern basis
of preparation
We draw attention to the disclosure
made in note 2 of the financial statements which explains that the
shareholders of the Company approved a plan of liquidation on 27
January 2023, and the Company determined liquidation is imminent.
As a result, the Company changed its basis of accounting on 28
January 2023 from the going concern basis of accounting to a
liquidation basis of accounting. Our opinion is not modified
in respect of this matter.
Key audit matters: our assessment of the
risks of material misstatement
Key audit matters are those matters
that, in our professional judgement, were of most significance in
the audit of the financial statements and include the most
significant assessed risks of material misstatement (whether or not
due to fraud) identified by us, including those which had the
greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. In arriving at our audit opinion above, the key
audit matter was as follows (2022: valuation of investments at
fair value and going concern):
|
The
risk
|
Our
response
|
Valuation of Investments at net
realisable value ("Investments")
$34,130,365; (2022: Investments at
fair value $193,977,821)
Refer to the Audit Committee
Report, the Condensed Schedule of Investments in Liquidation and
note 2 "Basis of preparation".
|
Basis:
The Company's investment portfolio
represents the most significant balance on the statement of assets
and liabilities in liquidation and is the principal driver of the
Company's net asset value in liquidation (2023: 83%; 2022:
92%).
|
Our audit procedures included but
were not limited to:
Internal Controls:
We assessed the design and
implementation of the control in place over the valuation of
unquoted investments.
Challenging managements'
assumptions and inputs:
|
|
The Company's investment portfolio
consists of private debt, special situations, global high yield
bonds, equity investments and global floating rate loans, as
disclosed in note 2(e). The net realisable value is estimated based
on prices provided by a third party pricing source, in the absence
of which, the Investment Manager's pricing committee will determine
a net realisable value as at year-end. The Investment Manager has
determined that based upon the expected timing and manner of
disposition of the Company's Investments, the fair value of
investments approximates net realisable value.
Risk:
The valuation of the Company's
Investments is considered a significant area of our audit, given
that it represents the majority of the net assets of the Company
and in view of the significance of estimates and judgements that
may be involved in the determination of their net realisable
value.
|
We performed inquiries with
the Investment Manager to understand and assess the valuation
methodology used to estimate the net realisable value of
Investments and ensured these are in line with the Company's stated
valuation policies.
For Investments where price quotes
were available, we obtained indicative price quotes from
independent sources and assessed their reliability in order to
derive an independent reference price. We compared our independent
reference prices to those utilised by the Company.
For certain private debt positions
and global high yield bonds, with the support of our KPMG valuation
specialist, we determined independent reference prices through the
use of fundamental cash flow modelling, sourcing key inputs and
assumptions used, such as indicative discount rates, from
observable market data.
For one private equity position
valued internally by the Investment Manager with the support of our
KPMG valuation specialist, we assessed and challenged the key
assumptions based on available market information and corroborated
key inputs to supporting documentation.
Considered market transactions in
close proximity to the year-end and assessed their appropriateness
as being representative of net realisable value.
Assessing disclosures:
We also considered the Company's disclosures in relation to the
basis of preparation (Note 2), the use of estimates (Note 2(a)),
the valuation of investments policies and fair value of financial
instruments (Note 2(e)) for compliance with US generally accepted
accounting principles.
|
Our application of materiality and an
overview of the scope of our audit
Materiality for the financial
statements as a whole was set at $0.82m, determined with reference
to a benchmark of net assets of $41.2m, of which it
represents approximately 2.0% (2022: 2.0%).
In line with our audit methodology,
our procedures on individual account balances and disclosures were
performed to a lower threshold, performance materiality, so as to
reduce to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a material
amount across the financial statements as a whole. Performance
materiality for the Company was set at 75% of materiality for the
financial statements as a whole, which equates to approximately
$0.62m. We applied this percentage in our determination of
performance materiality because we did not identify any factors
indicating an elevated level of risk.
We reported to the Audit Committee
any corrected or uncorrected identified misstatements exceeding
$0.04m, in addition to other identified misstatements that
warranted reporting on qualitative grounds.
Our audit of the Company was
undertaken to the materiality level specified above, which has
informed our identification of significant risks of material
misstatement and the associated audit procedures performed in those
areas as detailed above.
Fraud and breaches of laws and regulations -
ability to detect
Identifying and responding to
risks of material misstatement due to fraud
To identify risks of material
misstatement due to fraud ("fraud risks") we assessed events or
conditions that could indicate an incentive or pressure to commit
fraud or provide an opportunity to commit fraud. Our risk
assessment procedures included:
· enquiring of management as to the Company's policies and
procedures to prevent and detect fraud as well as enquiring whether
management have knowledge of any actual, suspected or alleged
fraud;
· reading minutes of meetings of those charged with governance;
and
· using analytical procedures to identify any unusual or
unexpected relationships.
As required by auditing standards,
we perform procedures to address the risk of management override of
controls, in particular the risk that management may be in a
position to make inappropriate accounting entries. On this audit we
do not believe there is a fraud risk related to revenue recognition
because the Company's revenue streams are simple in nature with
respect to accounting policy choice, and are easily verifiable to
external data sources or agreements with little or no requirement
for estimation from management. We did not identify any additional
fraud risks.
We performed procedures
including
· Identifying journal entries and other adjustments to test
based on risk criteria and comparing any identified entries to
supporting documentation; and
· incorporating an element of unpredictability in our audit
procedures.
Identifying and responding to risks of
material misstatement due to non-compliance with laws and
regulations
We identified areas of laws and
regulations that could reasonably be expected to have a material
effect on the financial statements from our sector experience and
through discussion with management (as required by auditing
standards), and from inspection of the Company's regulatory and
legal correspondence, if any, and discussed with management the
policies and procedures regarding compliance with laws and
regulations. As the Company is regulated, our assessment of risks
involved gaining an understanding of the control environment
including the entity's procedures for complying with regulatory
requirements.
The Company is subject to laws and
regulations that directly affect the financial statements including
financial reporting legislation and taxation legislation and we
assessed the extent of compliance with these laws and regulations
as part of our procedures on the related financial statement
items.
The Company is subject to other
laws and regulations where the consequences of non-compliance could
have a material effect on amounts or disclosures in the financial
statements, for instance through the imposition of fines or
litigation or impacts on the Company's ability to operate. We
identified financial services regulation as being the area most
likely to have such an effect, recognising the regulated nature of
the Company's activities and its legal form. Auditing standards
limit the required audit procedures to identify non-compliance with
these laws and regulations to enquiry of management and inspection
of regulatory and legal correspondence, if any. Therefore if a
breach of operational regulations is not disclosed to us or evident
from relevant correspondence, an audit will not detect that
breach.
Context of the ability of the audit to detect
fraud or breaches of law or regulation
Owing to the inherent limitations
of an audit, there is an unavoidable risk that we may not have
detected some material misstatements in the financial statements,
even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further
removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less
likely the inherently limited procedures required by auditing
standards would identify it.
In addition, as with any audit,
there remains a higher risk of non-detection of fraud, as this may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit
procedures are designed to detect material misstatement. We are not
responsible for preventing non-compliance or fraud and cannot be
expected to detect non-compliance with all laws and
regulations.
Other information
The directors are responsible
for the other information. The other information comprises the
information included in the annual report but does not
include the financial statements and our auditor's report
thereon. Our opinion on the financial statements does not cover the
other information and we do not express an audit opinion or any
form of assurance conclusion thereon.
In connection with our audit of
the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Disclosures of emerging and principal risks
and longer term viability
We are required to perform
procedures to identify whether there is a material inconsistency
between the directors' disclosures in respect of emerging and
principal risks and the viability statement, and the financial
statements and our audit knowledge.
Based on those procedures, we have
nothing material to add or draw attention to in relation
to:
·
the directors' confirmation within the Viability
Statement that they have carried out a robust assessment of the
emerging and principal risks facing the Company, including those
that would threaten its business model, future performance,
solvency or liquidity;
·
the emerging and principal risks disclosures
describing these risks and explaining how they are being managed or
mitigated;
·
the directors' explanation in the Viability
Statement as to how they have assessed the prospects of the
Company, over what period they have done so and why they consider
that period to be appropriate, and their statement as to whether
they have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or
assumptions.
We are also required to review the
Viability Statement, set out on under the Listing Rules. Based
on the above procedures, we have concluded that the above
disclosures are materially consistent with the financial statements
and our audit knowledge.
Corporate governance disclosures
We are required to perform
procedures to identify whether there is a material inconsistency
between the directors' corporate governance disclosures and the
financial statements and our audit knowledge.
Based on those procedures, we have
concluded that each of the following is materially consistent with
the financial statements and our audit
knowledge:
·
the directors' statement that they consider that
theannual report and financial statements taken as a whole is fair,
balanced and understandable, and provides the information necessary
for shareholders to assess theCompany's position and performance,
business model and strategy;
·
the section of theannual report describing the
work of the Audit Committee, including the significant issues that
the audit committee considered in relation to the financial
statements, and how these issues were addressed; and
·
the section of theannual report that describes
the review of the effectiveness of theCompany's risk management and
internal control systems.
We are required to review the part
of Corporate Governance Statement relating to the Company's
compliance with the provisions of the UK Corporate Governance Code
specified by the Listing Rules for our review. We have nothing to
report in this respect.
We have nothing to report on other matters on
which we are required to report by exception
We have nothing to report in
respect of the following matters where the Companies (Guernsey)
Law, 2008 requires us to report to you if, in our
opinion:
·
the Company has not kept proper accounting
records; or
·
the financial statements are not in
agreement with the accounting records; or
·
we have not received all the information and
explanations, which to the best of our knowledge and belief are
necessary for the purpose of our audit.
Respective responsibilities
Directors' responsibilities
As explained more fully in their
statement, the directors are responsible for: the preparation
of the financial statements including being satisfied that
they give a true and fair view; 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; assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern; and using the going concern basis of accounting unless
liquidation is imminent.
Auditor's responsibilities
Our objectives are to obtain
reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud
or error, and to issue our opinion in an auditor's report.
Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of the
financial statements.
A fuller description of our
responsibilities is provided on the FRC's website at
www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and restrictions
on its use by persons other than the Company's members as a
body
This report is made solely to the
Company's members, as a body, in accordance with section 262 of the
Companies (Guernsey) Law, 2008. Our audit work has been
undertaken so that we might state to the Company's members
those matters we are required to state to them in an auditor's
report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than
the Company and the Company's members, as a body, for our
audit work, for this report, or for the opinions we have
formed.
Dermot Dempsey
For and on behalf of KPMG Channel
Islands Limited
Chartered Accountants and
Recognised Auditors
Guernsey
16 April 2024
FINANCIAL STATEMENTS | Statement of Assets and
Liabilities
Statement of Net Assets
(Liquidation Basis) as at 31 December 2023 and Statement of Assets
and Liabilities as at 31 December 2022
AS
AT 31 DECEMBER 2023 AND 31 december
2022
(Expressed in U.S.
Dollars)
|
Notes
|
31 DECEMBER
2023
|
31 december
2022
|
Assets
|
|
(Liiquidation
basis)
|
|
Investments, at net realisable value
(2022: at fair value) (2023: cost of
$42,799,496, 2022: cost of $232,486,076)
|
2
|
34,130,365
|
193,977,821
|
Derivative assets, at net realisable
value (2022: at fair value) (2023: cost of
$Nil, 2022: cost of $Nil)
|
2
(e)
|
1,740,166
|
13,315,197
|
|
|
|
|
Cash and cash equivalents
|
2(c)
|
|
|
- Sterling (2023: cost of
$3,855,083, 2022: cost of $66,907)
|
|
3,943,904
|
65,433
|
- Euro (2023: cost of $356,501, 2022: cost of $316,934)
|
|
368,873
|
329,874
|
- U.S. Dollar
|
|
2,314,428
|
3,708,825
|
Total cash and cash equivalents
|
|
6,627,205
|
4,104,132
|
|
|
42,497,736
|
211,397,150
|
Other assets
|
|
|
|
Receivables for investments
sold
|
|
-
|
1,800,911
|
Interest receivable
|
|
478,837
|
3,057,153
|
Other receivables and
prepayments
|
|
76,568
|
247,252
|
|
|
|
|
Total other assets
|
|
555,405
|
5,105,316
|
|
|
|
|
Total assets
|
|
43,053,141
|
216,502,466
|
|
|
|
|
Liabilities
|
|
|
|
Payables for investments
purchased
|
|
-
|
1,890,980
|
Payables to Investment Manager and
affiliates
|
3
|
81,905
|
389,749
|
Derivative liabilities, at fair
value (2023: proceeds of $Nil, 2022:
proceeds of $Nil)
|
2 (e)
|
599,028
|
1,142,190
|
Dividend payable
|
|
-
|
1,439,988
|
Estimated liquidation expenses
payable
|
3
|
900,000
|
-
|
Accrued expenses and other
liabilities
|
3
|
302,975
|
280,869
|
Total liabilities
|
|
1,883,908
|
5,143,776
|
|
|
|
|
Total assets less liabilities
|
|
41,169,233
|
211,358,690
|
|
|
|
|
Share capital
|
|
548,190,672
|
727,332,978
|
Accumulated reserves
|
|
(507,021,439)
|
(515,974,288)
|
Total net assets
|
|
41,169,233
|
211,358,690
|
|
|
|
|
Net
Asset Value per share
|
|
£0.7656
|
£0.7926
|
The Financial Statements for the
period 28 January to 31 December 2023 are prepared on a Liquidation
basis, see Note 2 for further detail.
The Financial Statements were approved
and authorised for issue by the Board of Directors on 16 April
2024, and signed on its behalf by:
The accompanying notes on form an
integral part of the Financial Statements
FINANCIAL STATEMENTS | Condensed Schedule of Investments in Liquidation
Condensed Schedule of Investments
in Liquidation
As
at 31 DECEMBER 2023
(Expressed in U.S.
Dollars)
|
Cost
|
Net Realisable
Value
|
Net realisable
Value
as % of Net
Assets
|
Portfolio of investments
|
|
|
|
Financial investments
|
|
|
|
- Private Debt
|
26,106,948
|
20,884,215
|
50.73%
|
- Special Situations
|
8,856,974
|
6,975,551
|
16.94%
|
- Global High Yield Bonds
|
4,042,829
|
4,042,830
|
9.82%
|
- Global Floating Rate Loans
|
787,729
|
764,486
|
1.86%
|
- Equity
|
3,005,016
|
1,463,283
|
3.55%
|
Total financial investments
|
42,799,496
|
34,130,365
|
82.90%
|
|
|
|
|
Forward exchange contracts
|
|
|
|
- Euro to Sterling
|
-
|
(3,256)
|
(0.01%)
|
- Euro to U.S.
Dollar
|
-
|
2,051
|
0.00%
|
- Sterling to U.S.
Dollar
|
-
|
3,995,239
|
9.70%
|
- U.S. Dollar to
Euro
|
-
|
(153,551)
|
(0.37%)
|
- U.S. Dollar to
Sterling
|
-
|
(2,699,345)
|
(6.55%)
|
|
-
|
1,141,138
|
2.77%
|
|
|
|
|
|
Cost
|
Net Realisable
Value
|
Net Realisable
Value as % of
Net Assets
|
Geographic diversity of investment portfolio (domicile of
issuer)
|
|
|
|
North America
|
39,486,375
|
31,289,390
|
76.00%
|
Europe
|
3,313,121
|
2,840,975
|
6.90%
|
|
42,799,496
|
34,130,365
|
82.90%
|
The accompanying notes form an
integral part of the Financial Statements
Industry diversity of Investment Portfolio
|
|
31 december
2023
|
(Expressed in U.S.
Dollars)
|
|
|
Cost
|
NET realisable
Value
|
Business Equipment &
Services
|
|
|
8,415,097
|
6,913,986
|
Building &
Development
|
|
|
5,241,943
|
5,325,000
|
Chemicals & Plastics
|
|
|
1,979,080
|
883,750
|
Electronics/Electrical
|
|
|
12,515,814
|
9,746,518
|
Food Products
|
|
|
1,968,277
|
1,200,000
|
Food Service
|
|
|
338,326
|
275,676
|
Health Care
|
|
|
6,941,372
|
5,016,653
|
Insurance
|
|
|
645,773
|
612,325
|
Retailers (except food and
drug)
|
|
|
2,974,794
|
2,565,300
|
Surface Transport
|
|
|
991,291
|
826,670
|
Utilities
|
|
|
787,729
|
764,487
|
|
|
|
42,799,496
|
34,130,365
|
The accompanying notes on form an
integral part of the Financial Statements
As at 31 December 2023, investments with issuers which were
greater than 1% of NAV:
Securities
(EXPRESSED IN U.S. DOLLARS)
|
Security Type
|
Notional
Quantity
|
Country
|
Industry
|
NET REALISABLE
Value
|
% of NAV
|
|
|
|
|
|
|
|
Brock Holdings III Inc
|
|
|
|
|
5,377,971
|
13.06%
|
Brock Holdings Notes 15%
04/24/24
|
Global High Yield
|
4,042,830
|
United States
|
Business Equipment &
Services
|
4,042,830
|
9.82%
|
Brock Holdings III LLC
|
Equity
|
148,349
|
United States
|
Business Equipment &
Services
|
1,335,141
|
3.24%
|
|
|
|
|
|
|
|
Chariot Buyer LLC
|
|
|
|
|
5,325,000
|
12.93%
|
Chariot Buyer LLC
|
Private Debt
|
5,325,000
|
United States
|
Building &
Development
|
5,325,000
|
12.93%
|
|
|
|
|
|
|
|
Ivanti Software Inc
|
|
|
|
|
2,263,084
|
5.49%
|
Ivanti 1L TL-B 11/20
|
Special Situations
|
1,749,882
|
United States
|
Electronics/Electrical
|
1,657,068
|
4.02%
|
Ivanti Software 1L TL-B
02/21
|
Special Situations
|
641,850
|
United States
|
Business Equipment &
Services
|
606,016
|
1.47%
|
|
|
|
|
|
|
|
EG
Group Ltd
|
|
|
|
|
2,001,377
|
4.86%
|
EG Group Ltd
|
Private Debt
|
|
United Kingdom
|
Retailers (except food and
drug)
|
2,001,377
|
4.86%
|
|
|
|
|
|
|
|
Team Health Holdings Inc
|
|
|
|
|
1,770,203
|
4.30%
|
Team Health Holdings Inc
|
Special Situations
|
|
United States
|
Health Care
|
1,770,203
|
4.30%
|
|
|
|
|
|
|
|
Constant Contact Inc
|
|
|
|
|
1,275,000
|
3.10%
|
Constant Contact Inc
|
Private Debt
|
|
United States
|
Electronics/Electrical
|
1,275,000
|
3.10%
|
|
|
|
|
|
|
|
Woof Intermediate Inc
|
|
|
|
|
1,200,000
|
2.91%
|
Woof Intermediate Inc
|
Private Debt
|
|
United States
|
Food Products
|
1,200,000
|
2.91%
|
|
|
|
|
|
|
|
Maverick Bidco Inc
|
|
|
|
|
1,150,000
|
2.79%
|
Maverick Bidco Inc
|
Private Debt
|
|
United States
|
Electronics/Electrical
|
1,150,000
|
2.79%
|
|
|
|
|
|
|
|
Redstone Buyer LLC
|
|
|
|
|
1,497,648
|
3.64%
|
Redstone Buyer LLC
|
Special Situations
|
|
United States
|
Electronics/Electrical
|
1,107,423
|
2.69%
|
Redstone Buyer LLC
|
Private Debt
|
|
United States
|
Electronics/Electrical
|
390,225
|
0.95%
|
|
|
|
|
|
|
|
ConvergeOne Holdings Inc
|
|
|
|
|
1,151,284
|
2.80%
|
ConvergeOne 1L TL 01/19
|
Special Situations
|
|
United States
|
Electronics/Electrical
|
949,404
|
2.31%
|
ConvergeOne 2L TL 01/19
|
Private Debt
|
|
United States
|
Electronics/Electrical
|
201,880
|
0.49%
|
|
|
|
|
|
|
|
GTT
Communications Inc
|
|
|
|
|
1,013,521
|
2.46%
|
GTT Communications Inc- Restructure
OpCo Facility
|
Special Situations
|
|
United States
|
Electronics/Electrical
|
553,038
|
1.34%
|
GTT Communications Inc -Restructure
HoldCo Facility
|
Special Situations
|
|
United States
|
Electronics/Electrical
|
332,399
|
0.81%
|
GTT Communications Inc
|
Equity
|
|
United States
|
Electronics/Electrical
|
128,084
|
0.31%
|
|
|
|
|
|
|
|
Project Sky Merger Sub Inc
|
|
|
|
|
953,330
|
2.32%
|
Project Sky Merger Sub
Inc
|
Private Debt
|
|
United States
|
Electronics/Electrical
|
953,330
|
2.32%
|
|
|
|
|
|
|
|
Team Services Group LLC
|
|
|
|
|
930,000
|
2.26%
|
Team Services Group LLC
|
Private Debt
|
|
United States
|
Health Care
|
930,000
|
2.26%
|
|
|
|
|
|
|
|
Foundational Education Group Inc
|
|
|
|
|
930,000
|
2.26%
|
Foundational Education Group
Inc
|
Private Debt
|
|
United States
|
Business Equipment &
Services
|
930,000
|
2.26%
|
|
|
|
|
|
|
|
US
Anesthesia Partners Inc
|
|
|
|
|
872,500
|
2.12%
|
US Anesthesia Partners
Inc
|
Private Debt
|
|
United States
|
Health Care
|
872,500
|
2.12%
|
|
|
|
|
|
|
|
Precisely Software Inc
|
|
|
|
|
863,512
|
2.10%
|
Precisely Software Inc
|
Private Debt
|
|
United States
|
Electronics/Electrical
|
863,512
|
2.10%
|
|
|
|
|
|
|
|
Lasership Inc
|
|
|
|
|
826,670
|
2.01%
|
Lasership Inc
|
Private Debt
|
|
United States
|
Surface Transport
|
826,670
|
2.01%
|
The accompanying notes form an
integral part of the Financial Statements.
Securities
(EXPRESSED IN U.S. DOLLARS)
|
Security Type
|
Notional
Quantity
|
Country
|
Industry
|
NET REALISABLE
Value
|
% of NAV
|
|
|
|
|
|
|
|
Nautilus Power LLC - Term Loan B (04/23) -
Assignment
|
|
|
|
|
764,487
|
1.86%
|
Nautilus Power LLC - Term Loan B
(04/23) - Assignment
|
Global Floating Rate
Loans
|
|
United States
|
Utilities
|
764,487
|
1.86%
|
|
|
|
|
|
|
|
National Mentor Holdings Inc
|
|
|
|
|
746,670
|
1.81%
|
National Mentor Holdings
Inc
|
Private Debt
|
|
United States
|
Health Care
|
746,670
|
1.81%
|
|
|
|
|
|
|
|
Aveanna Healthcare LLC
|
|
|
|
|
657,000
|
1.60%
|
Aveanna Healthcare LLC
|
Private Debt
|
|
United States
|
Health Care
|
657,000
|
1.60%
|
|
|
|
|
|
|
|
EG
Finco Ltd
|
|
|
|
|
563,923
|
1.37%
|
EG Finco Ltd
|
Private Debt
|
|
United Kingdom
|
Retailers (except food and
drug)
|
563,923
|
1.37%
|
|
|
|
|
|
|
|
Nic
Acquisition Corp
|
|
|
|
|
488,750
|
1.19%
|
NIC Acquisition Corp
|
Private Debt
|
|
United States
|
Chemicals & Plastics
|
488,750
|
1.19%
|
|
|
|
|
|
|
|
Asurion LLC
|
|
|
|
|
612,326
|
1.49%
|
Asurion LLC
|
Private Debt
|
|
United States
|
Insurance
|
612,326
|
1.49%
|
|
|
|
|
|
|
|
|
|
|
|
|
33,234,256
|
80.73%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an
integral part of the Financial Statements
As at 31 December 2023, the below were the investments of the
Company:
Securities
(EXPRESSED IN U.S.
DOLLARS)
|
Country
|
Industry
|
NET REALISABLE value
$
|
%
|
Chariot Buyer LLC
|
United States
|
Building &
Development
|
5,325,000
|
12.93%
|
Brock Holdings Notes 15%
04/24/24
|
United States
|
Business Equipment &
Services
|
4,042,830
|
9.82%
|
EG Group Ltd
|
United Kingdom
|
Retailers (except food and
drug)
|
2,001,377
|
4.86%
|
Team Health Holdings Inc
|
United States
|
Health Care
|
1,770,203
|
4.30%
|
Ivanti Software Inc
|
United States
|
Electronics/Electrical
|
1,657,068
|
4.03%
|
Brock Holdings III LLC
|
United States
|
Business Equipment &
Services
|
1,335,141
|
3.24%
|
Constant Contact Inc
|
United States
|
Electronics/Electrical
|
1,275,000
|
3.10%
|
Woof Intermediate Inc
|
United States
|
Food Products
|
1,200,000
|
2.91%
|
Maverick Bidco Inc
|
United States
|
Electronics/Electrical
|
1,150,000
|
2.79%
|
Redstone Buyer LLC
|
United States
|
Electronics/Electrical
|
1,107,423
|
2.69%
|
Project Sky Merger Sub
Inc
|
United States
|
Electronics/Electrical
|
953,330
|
2.32%
|
ConvergeOne Holdings Inc
|
United States
|
Electronics/Electrical
|
949,404
|
2.31%
|
Team Services Group LLC
|
United States
|
Health Care
|
930,000
|
2.26%
|
Foundational Education Group
Inc
|
United States
|
Business Equipment &
Services
|
930,000
|
2.26%
|
US Anesthesia Partners
Inc
|
United States
|
Health Care
|
872,500
|
2.12%
|
Precisely Software Inc
|
United States
|
Electronics/Electrical
|
863,512
|
2.10%
|
Lasership Inc
|
United States
|
Surface Transport
|
826,670
|
2.01%
|
Nautilus Power LLC - Term Loan B
(04/23) - Assignment
|
United States
|
Utilities
|
764,487
|
1.86%
|
National Mentor Holdings
Inc
|
United States
|
Health Care
|
746,670
|
1.81%
|
Aveanna Healthcare LLC
|
United States
|
Health Care
|
657,000
|
1.60%
|
Asurion LLC
|
United States
|
Insurance
|
612,326
|
1.49%
|
Ivanti Software Inc
|
United States
|
Business Equipment &
Services
|
606,016
|
1.47%
|
EG Finco Ltd
|
United Kingdom
|
Retailers (except food and
drug)
|
563,923
|
1.37%
|
GTT Communications Inc
|
United States
|
Electronics/Electrical
|
553,038
|
1.34%
|
NIC Acquisition Corp
|
United States
|
Chemicals & Plastics
|
488,750
|
1.19%
|
Valcour Packaging LLC
|
United States
|
Chemicals & Plastics
|
395,000
|
0.96%
|
Redstone Buyer LLC
|
United States
|
Electronics/Electrical
|
390,225
|
0.95%
|
GTT Communications Inc
|
United States
|
Electronics/Electrical
|
332,399
|
0.81%
|
CD&R Dock Bidco Ltd
|
United Kingdom
|
Food Service
|
275,676
|
0.67%
|
ConvergeOne Holdings Inc
|
United States
|
Electronics/Electrical
|
201,880
|
0.49%
|
Riverbed Technology Inc
|
United States
|
Electronics/Electrical
|
185,097
|
0.45%
|
GTT Communications Inc
|
United States
|
Electronics/Electrical
|
128,083
|
0.30%
|
Sound Inpatient Physicians
Inc
|
United States
|
Health Care
|
40,279
|
0.09%
|
Riverbed Technology Inc
|
United States
|
Electronics/Electrical
|
58
|
0.00%
|
|
|
|
34,130,365
|
82.90%
|
The accompanying notes form an
integral part of the Financial Statements
Condensed Schedule of
Investments
As
at 31 december 2022
(Expressed in U.S.
Dollars)
|
Cost
|
Fair Value
|
Fair Value as
%
of Net
Assets
|
Portfolio of investments
|
|
|
|
Financial investments
|
|
|
|
- Private Debt
|
58,866,585
|
48,995,511
|
23.18%
|
- Special Situations
|
32,663,128
|
21,781,078
|
10.31%
|
- CLO Debt Tranches
|
25,802,090
|
21,086,321
|
9.98%
|
- Global High Yield Bonds
|
55,122,809
|
47,757,640
|
22.60%
|
- Global Floating Rate Loans
|
56,756,793
|
52,867,206
|
25.01%
|
- Equity
|
3,274,671
|
1,490,065
|
0.70%
|
Total financial investments
|
232,486,076
|
193,977,821
|
91.78%
|
|
|
|
|
Forward exchange contracts
|
|
|
|
- Euro to Sterling
|
-
|
19,477
|
0.01%
|
- Sterling to U.S.
Dollar
|
-
|
15,514,320
|
7.34%
|
- U.S. Dollar to
Euro
|
-
|
(1,003,290)
|
(0.47%)
|
- U.S. Dollar to
Sterling
|
-
|
(2,357,500)
|
(1.12%)
|
|
-
|
12,173,007
|
5.76%
|
|
|
|
|
|
Cost
|
Fair Value
|
Fair Value as
%
of Net
Assets
|
Geographic diversity of investment portfolio (domicile of
issuer)
|
|
|
|
Australia/Oceania
|
3,206,983
|
1,110,182
|
0.53%
|
Caribbean
|
8,922,164
|
7,508,815
|
3.55%
|
North America
|
182,504,305
|
155,536,053
|
73.59%
|
Europe
|
37,852,624
|
29,822,771
|
14.11%
|
|
232,486,076
|
193,977,821
|
91.78%
|
The accompanying notes form an
integral part of the Financial Statements
Industry diversity of Investment Portfolio
|
|
31 december
2022
|
(Expressed in U.S.
Dollars)
|
|
|
Cost
|
Fair Value
|
Aerospace & Defence
|
|
|
2,043,195
|
1,882,157
|
Air Transport
|
|
|
5,375,763
|
5,014,192
|
Automotive
|
|
|
7,079,824
|
4,765,562
|
Broadcast Radio &
Television
|
|
|
1,135,678
|
663,677
|
Brokers, Dealers & Investment
Houses
|
|
|
1,017,505
|
687,265
|
Business Equipment &
Services
|
|
|
22,594,249
|
18,884,361
|
Building &
Development
|
|
|
19,296,469
|
17,020,351
|
Cable & Satellite
Television
|
|
|
6,439,158
|
3,615,076
|
Chemicals & Plastics
|
|
|
4,801,871
|
3,830,361
|
Clothing & Textiles
|
|
|
3,593,350
|
3,437,482
|
Containers & Glass
Products
|
|
|
2,549,486
|
2,185,687
|
Drugs
|
|
|
362,806
|
306,623
|
Electronics/Electrical
|
|
|
22,579,385
|
17,402,973
|
Equipment Leasing
|
|
|
2,524,952
|
2,043,229
|
Financial Intermediaries
|
|
|
33,720,708
|
27,477,262
|
Food Products
|
|
|
2,202,118
|
1,972,030
|
Food Service
|
|
|
3,136,450
|
2,562,555
|
Health Care
|
|
|
22,514,402
|
19,000,974
|
Industrial Equipment
|
|
|
13,634,769
|
12,507,808
|
Insurance
|
|
|
6,778,546
|
5,656,427
|
Leisure
Goods/Activities/Movies
|
|
|
2,674,753
|
2,260,818
|
Nonferrous Metals &
Minerals
|
|
|
2,179,328
|
2,162,813
|
Oil & Gas
|
|
|
10,572,843
|
10,015,444
|
Publishing
|
|
|
1,952,655
|
1,643,505
|
Retailers (except food and
drug)
|
|
|
7,491,211
|
6,510,001
|
Steel
|
|
|
428,106
|
354,233
|
Surface Transport
|
|
|
4,504,697
|
3,714,474
|
Telecommunications/Cellular
Communications
|
|
|
6,834,885
|
4,864,626
|
Utilities
|
|
|
12,466,914
|
11,535,855
|
|
|
|
232,486,076
|
193,977,821
|
The accompanying notes form an
integral part of the Financial Statements
As at 31 December 2022, investments with issuers which were
greater than 1% of NAV (Excluding cash):
Securities
(EXPRESSED IN U.S.
DOLLARS)
|
Security Type
|
Country
|
Industry
|
Fair Value
|
% of NAV
|
|
|
|
|
|
|
Chariot Buyer LLC
|
|
|
|
5,005,500
|
2.37%
|
Chariot Buyer LLC
|
Private Debt
|
United States
|
Building &
Development
|
5,005,500
|
2.37%
|
|
|
|
|
|
|
Brock Holdings III Inc
|
|
|
|
4,833,532
|
2.29%
|
Brock Holdings Notes 15%
04/24/24
|
Global High Yield
|
United States
|
Business Equipment &
Services
|
3,498,391
|
1.66%
|
Brock Holdings III Inc
|
Equity
|
United States
|
Business Equipment &
Services
|
1,335,141
|
0.63%
|
|
|
|
|
|
|
Phoenix Newco Inc
|
|
|
|
3,421,600
|
1.62%
|
Phoenix Newco Inc
|
Private Debt
|
United States
|
Health Care
|
3,421,600
|
1.62%
|
|
|
|
|
|
|
EG
Group Ltd
|
|
|
|
3,142,756
|
1.48%
|
EG Group Ltd 2L TL EUR
02/21
|
Private Debt
|
United Kingdom
|
Retailers (except food and
drug)
|
1,842,558
|
0.88%
|
Optfin TL B 1L GBP
|
Global Floating Rate
Loans
|
United Kingdom
|
Retailers (except food and
drug)
|
785,314
|
0.37%
|
Optfin TL B1 1L EUR
|
Global Floating Rate
Loans
|
United Kingdom
|
Retailers (except food and
drug)
|
514,884
|
0.23%
|
|
|
|
|
|
|
Praire ECI Acquiror LP
|
|
|
|
2,856,981
|
1.35%
|
Praire ECI Acquiror LP
|
Global Floating Rate
Loans
|
United States
|
Oil & Gas
|
2,856,981
|
1.35%
|
|
|
|
|
|
|
First Brands Group LLC
|
|
|
|
2,751,630
|
1.30%
|
First Brands Group LLC 1L TL-B
03/21
|
Global Floating Rate
Loans
|
United States
|
Automotive
|
1,854,960
|
0.88%
|
First Brands Group LLC 2L TL
03/21
|
Private Debt
|
United States
|
Automotive
|
896,670
|
0.42%
|
|
|
|
|
|
|
CD&R Dock Bidco Ltd
|
|
|
|
2,562,555
|
1.22%
|
CD&R Dock Bidco Ltd
|
Global Floating Rate
Loans
|
United Kingdom
|
Food Service
|
2,315,960
|
1.10%
|
CD&R Dock Bidco Ltd
|
Private Debt
|
United Kingdom
|
Food Service
|
246,595
|
0.12%
|
|
|
|
|
|
|
Team Health Holdings Inc
|
|
|
|
2,379,410
|
1.12%
|
Team Health Holdings Inc
|
Special Situations
|
United States
|
Health Care
|
1,783,002
|
0.85%
|
Team Health Holdings Inc 6.375%
02/01/25
|
Special Situations
|
United States
|
Health Care
|
596,408
|
0.28%
|
|
|
|
|
|
|
Tecta America
|
|
|
|
2,360,638
|
1.12%
|
Tecta America Corp TL 2L
03/21
|
Private Debt
|
United States
|
Building &
Development
|
1,417,500
|
0.67%
|
Tecta America Corp 1L 2L
03/21
|
Global Floating Rate
Loans
|
United States
|
Building &
Development
|
943,138
|
0.45%
|
|
|
|
|
|
|
Cova Holdings LLC
|
|
|
|
2,162,813
|
1.02%
|
Cova Holdings LLC
|
Global Floating Rate
Loans
|
United States
|
Nonferrous Metals &
Minerals
|
2,162,813
|
1.02%
|
|
|
|
|
|
|
Asurion LLC
|
|
|
|
2,147,553
|
1.02%
|
Asurion LLC 2L TL-B4
07/21
|
Private Debt
|
United States
|
Insurance
|
1,398,877
|
0.66%
|
Asurion LLC
|
Private Debt
|
United States
|
Insurance
|
748,676
|
0.36%
|
|
|
|
|
|
|
Genesis Energy
|
|
|
|
2,118,380
|
1.00%
|
Genesis Energy LP/FIN 8.000%
01/15/27
|
Global High Yield
|
United States
|
Oil & Gas
|
1,220,822
|
0.58%
|
Genesis Energy LP/FIN 6.500%
10/01/25
|
Global High Yield
|
United States
|
Oil & Gas
|
897,558
|
0.42%
|
|
|
|
|
|
|
|
|
|
|
35,743,348
|
16.91%
|
|
|
|
|
|
|
The accompanying notes form an
integral part of the Financial Statements
As at 31 December 2022, the below were the largest 50
investments based on the NAV:
Securities
(EXPRESSED IN U.S.
DOLLARS)
|
Country
|
Industry
|
Fair value
$
|
%
|
Chariot Buyer LLC
|
United States
|
Building &
Development
|
5,005,500
|
2.37%
|
Brock Holdings Notes 15%
04/24/24
|
United States
|
Business Equipment &
Services
|
3,498,391
|
1.66%
|
Phoenix Newco Inc
|
United States
|
Health Care
|
3,421,600
|
1.62%
|
Prairie ECI Acquiror LP
|
United States
|
Oil & Gas
|
2,856,981
|
1.35%
|
CD&R Dock Bidco Ltd
|
United Kingdom
|
Food Service
|
2,315,960
|
1.10%
|
Covia Holdings LLC
|
United States
|
Nonferrous Metals &
Minerals
|
2,162,813
|
1.02%
|
Varsity Brands Holding Co
Inc
|
United States
|
Clothing & Textiles
|
2,006,804
|
0.95%
|
Kestrel Acquisition LLC
|
United States
|
Utilities
|
1,936,124
|
0.92%
|
Waterbridge Midstream Op
|
United States
|
Oil & Gas
|
1,905,812
|
0.90%
|
First Brands Group LLC 1L TL-B
03/21
|
United States
|
Automotive
|
1,854,960
|
0.88%
|
EG Group Ltd 2L TL EUR
02/21
|
United Kingdom
|
Retailers (except food and
drug)
|
1,842,558
|
0.87%
|
American Airlines
|
United States
|
Air Transport
|
1,807,391
|
0.86%
|
Woof Intermediate Inc
|
United States
|
Food Products
|
1,800,000
|
0.85%
|
Vistajet Malta 6.375%
02/01/30
|
Malta
|
Air Transport
|
1,789,810
|
0.85%
|
Team Health Holdings Inc
|
United States
|
Health Care
|
1,783,002
|
0.84%
|
FCG Acquisitions Inc
|
United States
|
Industrial Equipment
|
1,706,375
|
0.81%
|
MHI Holdings LLC
|
United States
|
Industrial Equipment
|
1,677,153
|
0.79%
|
Quantum Health Inc
|
United States
|
Health Care
|
1,654,800
|
0.78%
|
Redstone Buyer LLC
|
United States
|
Electronics/Electrical
|
1,637,854
|
0.77%
|
Summit Midstream Holdings
LLC
|
United States
|
Utilities
|
1,608,657
|
0.76%
|
CSC holdings LLC
|
United States
|
Cable & Satellite
Television
|
1,601,732
|
0.76%
|
The Edelman Financial Group
Inc
|
United States
|
Financial Intermediaries
|
1,586,363
|
0.75%
|
Assuredpartners Inc
|
United States
|
Insurance
|
1,559,650
|
0.74%
|
Global Aircraft Leasing Co
Ltd
|
United States
|
Equipment Leasing
|
1,503,987
|
0.71%
|
AA Bond Co Ltd
|
United States
|
Financial Intermediaries
|
1,470,651
|
0.70%
|
Springleaf Finance
Corporation
|
United States
|
Financial Intermediaries
|
1,426,320
|
0.67%
|
Tecta America Corp TL 2L
03/21
|
United States
|
Building &
Development
|
1,417,500
|
0.67%
|
Asurion LLC 2L TL-B4
07/21
|
United States
|
Insurance
|
1,398,877
|
0.66%
|
Ivanti Software Inc
|
United States
|
Electronics/Electrical
|
1,393,525
|
0.66%
|
Camelot Return Merger
|
United States
|
Building &
Development
|
1,376,445
|
0.65%
|
Trnts 2019-10x ER FLT
01/15/35
|
United States
|
Financial Intermediaries
|
1,343,223
|
0.64%
|
Brock Holdings III Inc
|
United States
|
Business Equipment &
Services
|
1,335,141
|
0.63%
|
Realogy Group/Co-Issuer 5.250%
04/15/30
|
United States
|
Building &
Development
|
1,309,470
|
0.62%
|
Redwood Star Merger Sub 8.750%
04/01/30
|
United States
|
Industrial Equipment
|
1,309,176
|
0.62%
|
Syncsort Incorporated
(clearlake)
|
United States
|
Electronics/Electrical
|
1,305,080
|
0.62%
|
PPM CLO 3 Ltd
|
United States
|
Financial Intermediaries
|
1,231,366
|
0.58%
|
Genesis Energy LP
|
United States
|
Oil & Gas
|
1,220,822
|
0.58%
|
522 Funding CLO Ltd
Morgn_20-6X
|
Cayman Islands
|
Financial Intermediaries
|
1,214,708
|
0.57%
|
Ascent Resources Utica Holdings/ARU
Finance Corp
|
United States
|
Oil & Gas
|
1,210,546
|
0.57%
|
Post CLO Ltd Post_18-1A
|
United States
|
Financial Intermediaries
|
1,185,046
|
0.56%
|
Maverick Bidco Inc
|
United States
|
Electronics/Electrical
|
1,156,250
|
0.55%
|
Constant Contact Inc
|
United States
|
Electronics/Electrical
|
1,129,995
|
0.53%
|
Pro Mach 1L Tl-B 08/21
|
United States
|
Industrial Equipment
|
1,120,219
|
0.53%
|
Constellation Automotive
Ltd
|
New Zealand
|
Automotive
|
1,110,182
|
0.53%
|
Sophia LP
|
United States
|
Electronics/Electrical
|
1,091,750
|
0.52%
|
SRS Distribution Inc
|
United States
|
Building &
Development
|
1,079,374
|
0.51%
|
Paymentsense Ltd
|
United Kingdom
|
Financial Intermediaries
|
1,063,063
|
0.50%
|
Webhelp Inc
|
France
|
Business Equipment &
Services
|
1,057,191
|
0.50%
|
Altice France Holding SA
|
France
|
Cable & Satellite
Television
|
1,056,622
|
0.50%
|
Vaco Holdings 1L Tl 01/22
|
United States
|
Business Equipment &
Services
|
1,055,856
|
0.50%
|
|
|
|
82,592,675
|
39.08%
|
The accompanying notes form an
integral part of the Financial Statements
FINANCIAL STATEMENTS | Statement of Changes in net Assets (Liquidation
Basis)
Statement of Changes in Net Assets
(Liquidation Basis)
|
|
|
FOR
THE Period 28 January 2023 to 31 December 2023
(Expressed in U.S.
Dollars)
|
Notes
|
VALUE
|
Net
assets as at 28 January 2023
|
|
222,964,807
|
Adjustment for liquidation
provisions
|
3
|
(2,875,608)
|
Net
assets in liquidation as at 28 January 2023
|
|
220,089,199
|
|
|
|
Changes in estimated proceeds upon
sale of investments
|
2
|
9,354,913
|
Recognition of other income earned
in liquidation
|
|
34,167
|
Changes in realised and unrealised
gain on foreign currency
|
2
|
1,209,375
|
Dividends paid in
liquidation
|
2
|
(10,376,115)
|
Tender offer redemptions in
liquidation
|
|
(179,142,306)
|
Net
assets in liquidation at 31 December 2023
|
|
41,169,233
|
The Financial Statements for the
period 28 January to 31 December 2023 are prepared on a Liquidation
basis, see Note 2 for further detail.
Statement of Changes in Net
Assets
|
|
|
FOR
THE Period 1 January 2023 to 27 January 2023
(Expressed in U.S.
Dollars)
|
|
VALUE
|
Net
assets as at 1 January 2023
|
|
211,358,690
|
Dividends
|
2
|
(1,500,501)
|
Tender offer redemptions
|
|
-
|
Net increase in net assets resulting from operations
|
|
13,106,618
|
Net
assets as at 27 January 2023
|
|
222,964,807
|
|
|
|
FOR
THE year 1 January 2022 to 31 december 2022
(Expressed in U.S.
Dollars)
|
|
VALUE
|
Net
assets as at 1 January 2022
|
|
315,681,147
|
Dividends
|
|
(16,471,128)
|
Tender offer redemptions
|
|
(24,688,583)
|
Net decrease in net assets resulting from operations
|
|
(63,162,746)
|
Net
assets as at 31 December 2022
|
|
211,358,690
|
The accompanying notes form an
integral part of the Financial Statements
FINANCIAL STATEMENTS | Statement of Operations
Statement of Operations
(Expressed in U.S.
Dollars)
|
Notes
|
1 January 2023
to
27 january
2023
|
1 January 2022
to
31 December
2022
|
Income
|
|
|
|
Interest income net of withholding
taxes (2023: $199,426 2022:$12,968)
|
2(b),
2(h)
|
1,642,623
|
21,273,763
|
Other income from
investments
|
|
-
|
178,795
|
Total income
|
|
1,642,623
|
21,452,558
|
|
|
|
|
Expenses
|
|
|
|
Investment management and
services
|
3
|
125,363
|
1,896,668
|
Administration and professional
fees
|
3
|
61,721
|
973,924
|
Directors' fees and travel
expenses
|
3
|
54,453
|
185,614
|
Total expenses
|
|
241,537
|
3,056,206
|
|
|
|
|
Net
investment income
|
|
1,401,086
|
18,396,352
|
|
|
|
|
Realised and unrealised gains and losses
|
|
|
|
Net realised loss on
investments
|
2(e)
|
(4,777)
|
(14,715,411)
|
Net realised gain/(loss) on
derivatives
|
2(e)
|
12,140,635
|
(45,057,681)
|
Total net realised gain/(loss)
|
|
12,135,858
|
(59,773,092)
|
|
|
|
|
Net change in unrealised
appreciation/(depreciation) on investments
|
2(e)
|
6,534,694
|
(34,906,051)
|
Net change in unrealised
(depreciation)/appreciation on derivatives
|
2(e)
|
(7,006,669)
|
13,756,108
|
Total net unrealised depreciation
|
|
(471,975)
|
(21,149,943)
|
|
|
|
|
Realised and unrealised gain/(loss)
on foreign currency
|
2(e)
|
41,649
|
(636,063)
|
|
|
|
|
Net
realised and unrealised gain/(loss)
|
|
11,705,532
|
(81,559,098)
|
|
|
|
|
Net
increase/(decrease) in net assets resulting from
operations
|
|
13,106,618
|
(63,162,746)
|
|
|
|
|
Earnings per share1
|
|
£0.0484
|
(£0.2185)
|
1Comparative Earnings per share of (£0.2185) is for the full
year. Earnings per share of £0.0484 is for only 27 days.
The accompanying notes form an
integral part of the Financial Statements
FINANCIAL STATEMENTS | Statement of Cash Flows
Statement of Cash Flows
(Expressed in U.S.
Dollars)
|
1 January 2023
to
27 January
2023
|
1 January 2022
to
31 DECEMBER
2022
|
Cash flows from operating activities:
|
|
|
Net increase/(decrease) in net
assets resulting from operations
|
13,106,618
|
(63,162,746)
|
Adjustment to reconcile net
increase/(decrease) in net assets resulting from operations to net
cash generated from operating activities:
|
|
|
Net realised loss on
investments
|
4,777
|
14,715,411
|
Net realised (gain)/loss on
derivatives
|
(12,140,635)
|
45,057,681
|
Net change in unrealised
depreciation on investments and derivatives
|
471,975
|
21,149,943
|
Net change in unrealised loss on
translation of assets and liabilities
|
(4,225)
|
(154,511)
|
Amortisation of
discounts/premiums
|
(72,338)
|
(700,261)
|
Changes in receivables for
investments sold
|
1,800,911
|
1,163,547
|
Changes in interest
receivable1
|
(30,165)
|
(255,025)
|
Changes in other receivables and
prepayments
|
(9,361)
|
(18,164)
|
Changes in payables for investments
purchased
|
(1,326,056)
|
(3,638,970)
|
Changes in payables to Investment
Manager and affiliates
|
125,363
|
(209,386)
|
Changes in accrued expenses and
other liabilities
|
110,789
|
(42,649)
|
Purchase of
investments2
|
1,374
|
(75,042,216)
|
Realisation of
investments2
|
1,303,777
|
139,502,148
|
Proceeds from settlements of
derivatives
|
12,140,635
|
(45,057,681)
|
Net
cash generated from operating activities
|
15,483,439
|
33,307,121
|
|
|
|
Cash flows from financing activities:
|
|
|
Tender offer redemptions
paid
|
-
|
(24,688,583)
|
Dividends paid
|
(1,461,176)
|
(16,336,860)
|
Net
cash used in financing activities
|
(1,461,176)
|
(41,025,443)
|
|
|
|
Effect of exchange rate changes on
cash
|
4,225
|
154,511
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
14,026,488
|
(7,563,811)
|
|
|
|
Cash and cash equivalents at
beginning of the period/year
|
4,104,132
|
11,667,943
|
|
|
|
Cash and cash equivalents at end of the
period/year
|
18,130,620
|
4,104,132
|
1 Interest received for the period ended 27 January 2023
totalled $1,612,458 (year ended 31 December 2022 totalled
$21,018,738).
2 Included in these figures 2023 is Nil (2022: $4,662,223)
non-cash transactions. These arose due to the restructuring of
certain investments during the year.
The accompanying notes form an
integral part of the Financial Statements
FINANCIAL STATEMENTS | Notes
to the Financial Statements in Liquidation
For the year ended 31 December 2023
NOTE 1 - DESCRIPTION OF BUSINESS
The Company is a closed-ended
investment company incorporated and registered in Guernsey with
registered number 53155. It is a non-cellular company limited by
shares and has been declared by the Guernsey Financial Services
Commission to be a registered closed-ended collective investment
scheme. On 20 April 2011, the Company was admitted to the Official
List of the UK Listing Authority with a premium listing trading on
the Main Market of the London Stock Exchange ("LSE").
As previously required under
Article 51 of the Company's Articles of Incorporation (applicable
at the time), at the Annual General Meeting ("AGM") held on 11 June
2020 an ordinary resolution was proposed that the Company continues
its business as a closed-ended investment company and was duly
passed. Following the Extraordinary General Meeting ("EGM") held on
8 September 2020 where all resolutions were passed, the Company
adopted new Articles which no longer require that a continuation
vote be proposed. On 16 June 2022 the Board issued to Shareholders
the EGM Circular setting out a Cash Exit Facility Offer. The Cash
Exit Facility Offer gave Shareholders the opportunity to tender up
to 25 per cent. of their Shares at a discount of 2 per cent. to Net
Asset Value ("NAV") per Share on 30 June 2022.
Elections to participate in the
Cash Exit Facility Offer were received with respect to 25,500,417
Shares, equivalent to 10.32 per cent. of the 247,185,038 Shares in
issue (excluding 76,083,114 treasury shares). The Directors and any
funds managed by Neuberger Berman did not participate in the Cash
Exit Facility Offer in respect of those Shares held by them.
Following faster than anticipated settlement of trades and in
combination with the timing of other cash receipts, the Company had
sufficient cash available to fund the Redemption Proceeds in full
and a single Redemption Proceeds payment was made to eligible
Shareholders on 8 August 2022.
Following the passing of
shareholder resolutions at the Company's extraordinary general
meeting held on 27 January 2023, the Company's investment objective
is to realise all existing assets in the Company's portfolio in an
orderly manner ("Managed Wind-down"). Details of the Company's
investment objective and investment policy can be found on the
Company's website, www.nbgmif.com.
The Company is pursuing its
investment objective by effecting an orderly realisation of its
assets and making timely returns of capital to Shareholders, by way
of several capital distributions. The Company will aim to effect
the sale of its remaining assets, including both liquid and less
liquid assets, in a manner that will maintain Shareholder value.
The Company will cease to make any new investments or to undertake
capital expenditure except where, in the opinion of the Board and
the Investment Manager:
· the
investment is a follow-on investment made in connection with an
existing asset in order to comply with the Company's pre-existing
obligations; or
· failure to make the follow-on investment may result in a
breach of contract or applicable law or regulation by the Company;
or
· the
investment is considered necessary to protect or enhance the value
of any existing investments or to facilitate orderly
disposals.
Any cash received by the Company
as part of the realisation process, but prior to its distribution
to shareholders, will be held by the Company as cash on deposit
and/or as cash equivalents.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of preparation
The accompanying Financial
Statements of the Company for the period from 1 January 2023 to 27
January 2023, which give a true and fair view, have been prepared
on a going concern basis and in accordance with U.S. generally
accepted accounting principles ("US GAAP").
As a result of the approval of the
managed wind down by shareholders, the Directors have determined
that on 27 January 2023, liquidation has become imminent.
Accordingly, the accompanying Financial Statements which give a
true and fair view, have been prepared on a liquidation basis of
accounting effective 28 January 2023, following the accounting and
reporting guidance in the Financial Accounting Standards Board
("FASB") Accounting Standards Codification ("ASC") Topic 946,
Financial Services - Investment Companies ("ASC 946"), including
liquidation basis adjustments required by Subtopic 205-30,
Liquidation Basis of Accounting. The Board believes that the
underlying assumptions are appropriate, and that the Company's
Financial Statements therefore are fairly presented in accordance
with US GAAP. 28 January 2023 is used as a convenience date for
this change because any activity between 27 January 2023 and 28
January 2023 would not be materially different under the
liquidation basis of accounting.
The liquidation basis of
accounting differs significantly from the going concern basis.
Under the liquidation basis of accounting, the statement of assets
and liabilities, statements of operations, changes in equity and
cash flows are no longer presented. Instead, the liquidation basis
of accounting requires a Statement of Net Assets in Liquidation and
a Statement of Changes in Net Assets in Liquidation. The
liquidation basis of accounting is applied prospectively from the
day liquidation becomes imminent and the initial statement of
changes in net assets in liquidation may present only changes in
net assets that occurred during the period since that
date.
Under the liquidation basis of
accounting, assets are stated at their net realisable values,
liabilities are recognised in accordance with the measurement and
recognition provisions of US GAAP applicable for going-concern
entities and will not be reduced to expected settlement values
prior to settlement, income expected to be earned through the end
of the Company's liquidation has been accrued for, and expenses
include all estimated costs to be incurred in connection with the
liquidation of the Company. The Investment Manager has determined
that based upon the expected timing and manner of disposition and
extinguishment of the Company's assets and liabilities,
respectively, the fair value and carrying amounts of such assets
and liabilities approximate net realisable value and settlement
amounts, respectively.
Net assets in liquidation
represents the estimated liquidation value to shareholders.
However, the dissolution process and the amount and timing of
future distributions to shareholders involves risks and
uncertainties. Accordingly, it is not possible to predict the
timing or aggregate amount, which will be ultimately distributed to
shareholders and no assurance can be given that the distributions
will equal or exceed the estimate of net assets presented in the
Statement of Net Assets in Liquidation. All estimates by nature
involve a large degree of judgment and sensitivity to the
underlying assumptions and may be subject to change based on the
actual timing of sale and market conditions. These estimates will
be periodically reviewed and adjusted as appropriate.
After making enquiries of the
Investment Manager and the Sub-Administrator, the Directors are
satisfied that the Company has adequate resources to discharge its
liabilities as they fall due for at least until liquidation from
the date these Financial Statements were approved.
Net realisable value is estimated
using the same approach as estimating fair value as at 31 December
2022, refer to Note 2(e) Fair value of financial instruments and
derivatives. Unless otherwise discussed above, all other accounting
policies as disclosed below remain appropriate.
(a) Critical accounting judgement and
estimates
The preparation of Financial
Statements in conformity with US GAAP requires that the Directors
make estimates and assumptions that affect the application of
policies and reported amounts of assets and liabilities, income and
expenses. Such estimates and associated assumptions are generally
based on historical experience and various other factors that are
believed to be reasonable under the circumstances, and form the
basis of making the judgments about attributing values of assets
and liabilities that are not readily apparent from other sources.
Actual results may vary from such accounting estimates in amounts
that may have a material impact on the financial results and
position of the Company.
Critical accounting
estimates
The only area where estimates are
significant to the Financial Statements is the valuation of
investments in Note 2(e).
Critical judgements
The functional currency for the
Company is U.S. Dollars because this is the currency of the primary
economic environment in which it operates.
The Directors consider that the
Company is engaged in a single segment of business, being the
realisation of the entire portfolio as at 27th January
2023 under the Managed Wind-down pursuant to its investment policy,
hence segment reporting is not required.
(b) Revenue recognition
Interest earned on debt
instruments is accounted for net of applicable withholding taxes
and is recognised as income over the terms of the loans. Discounts
received or premiums paid in connection with the acquisition of
loans are amortised into interest income using the effective
interest method over the contractual life of the related loan. If a
loan is paid off prior to maturity, the recognition of the fees and
costs is accelerated as appropriate. Prior to the move to the
liquidation basis of accounting the Company would raise a provision
when the collection of interest is deemed doubtful.
(c) Cash and cash equivalents
The Company's cash and cash
equivalents comprise cash including cash denominated in US Dollar
and non-US Dollar currencies represent cash on hand and demand
deposits held at financial institutions with original maturities of
less than 90 days that are both readily convertible to known
amounts of cash and so near maturity that they represent
insignificant risk of changes in value. At 31 December 2023, the
Company's has cash balances in various currencies equating to
$6,627,205 (31 December 2022: $ 4,104,132) of cash with U.S. Bank.
Cash equivalents are held for the purpose of meeting short-term
liquidity requirements, rather than for investment purposes. Cash
and cash equivalents are subject to credit risk to the extent those
balances exceed applicable Securities Investor Protection
Corporation ("SIPC") or Federal Deposit Insurance Corporation
("FDIC") limitations.
(d) Foreign currency transactions
Monetary assets and liabilities
denominated in a currency other than U.S. Dollars are remeasured in
U.S. Dollar equivalents using spot rates as at the
reporting date. On initial recognition, a foreign currency
transaction is recorded and converted at the spot exchange rate at
the transaction date. Non-monetary assets and liabilities measured
at fair value are translated using spot rates as at the date when
fair value is determined. Transactions during the year,
including purchases and sales of securities, income and expenses,
are translated at the rate of exchange prevailing on the date of
the transaction. The rates of exchange
against U.S. Dollars at 31 December 2023 were 1.27480 USD: 1GBP and
1.10465 USD: 1EUR (31 December 2022 were 1.20290 USD: 1GBP and
1.06720 USD: 1EUR).
(e) Fair value of financial instruments and
derivatives
The fair value of the Company's
assets and liabilities that qualify as financial instruments under
ASC Topic 825, Fair Value Measurements ("ASC 825"), approximate the
carrying amounts presented in the Statement of Assets and
Liabilities. A financial instrument is defined by FASB ASC 825 as
cash, evidence of an ownership interest in an entity, or a contract
that creates a contractual obligation or right to deliver to or
receive cash or another financial instrument from a second entity
on potentially favourable terms. Fair value estimates are made at a
discrete point in time, based on relevant market data, information
about the financial instruments, and other factors.
Fair value was determined using
available market information and appropriate valuation
methodologies. Estimates of fair value of financial instruments
without quoted market prices are subjective in nature and involve
various assumptions and estimates that are matters of judgment.
Accordingly, fair values are not necessarily indicative of the
amounts realised on disposition of financial instruments. The use
of different market assumptions and/or estimation methodologies may
have a material effect on estimated fair value amounts.
All references to fair value
throughout this document refers to approximate net realisable
value.
The following estimates and
assumptions were used at 31 December 2023 and 31 December 2022 to
estimate the fair value of each class of financial
instruments:
- Valuation of financial investments - The special situations,
CLO debt tranches, global floating rate loans and bonds are valued
at bid price. The Investment Manager and the Directors believe that
bid price is the best estimate of fair value and is in line with
the valuation policy adopted by the Company. In cases where no
third party price is available, or where the Investment Manager
determines that the provided price is not an accurate
representation of the fair value of the investment, the Investment
Manager will determine the valuation based on the Investment
Manager's fair valuation policy. Any investments made through the
secondary market are generally marked based on market quotations,
to the extent available, and the Investment Manager will take into
account current pricing of the security.
- Cash and cash equivalents - The carrying value is a
reasonable estimate of fair value due to the short-term nature of
these instruments.
- Private Debt - For the primary issuance of private debt
investments, the valuation is based on a discounted cash flow (DCF)
approach. For secondary purchases, the valuation is based on
unadjusted broker quotes or pricing provided by approved pricing
sources.
- Derivatives - The Company estimates fair values of
derivatives based on the latest available forward exchange
rates.
A fair value hierarchy that
prioritises the inputs to valuation techniques used to measure fair
value is established under FASB ASC Topic 820. The objective of a
fair value measurement is to determine the price that would be
received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date (an exit price). Accordingly, the fair value hierarchy gives
the highest priority to valuations based upon unadjusted quoted
prices in active markets for identical assets or liabilities (Level
1) and the lowest priority to valuations based upon unobservable
inputs that are significant to the valuation (Level 3).
The guidance of the fair value
hierarchy under FASB ASC Topic 820-10-35-39 to 55 establishes three
levels of fair value hierarchy. They are as follows:
Level 1: Quoted prices are
available in active markets for identical investments as of the
reporting date.
Level 2: Inputs other than
quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly.
Level 3: Pricing inputs are
unobservable for the investment and include situations where there
is little, if any, market activity for the investment. The inputs
used in the determination of the fair value require significant
management judgement or estimation.
The inputs or methodologies used
for valuing securities are not necessarily an indication of the
risk associated with investing in those securities.
Transfers between levels of the fair value
hierarchy are deemed to have occurred at the end of the reporting
period.
(e) Realisable and fair value of financial instruments and
derivatives
The Company, where possible, uses
independent third-party vendors to price its portfolio. As part of
its valuation process, the AIFM evaluates the number of broker
quotes that combine to make up the valuation provided by these
vendors and if it believes that the number of broker quotes is not
sufficient to ensure a Level 2 price it designates those positions
Level 3. As at 31 December 2023 the AIFM designated Nil (31
December 2022: 10) of its Global Floating Rate loans, 5 (31
December 2022: 14) of its Private Debt positions, Nil (31 December
2022: Nil) of its Special Situations, 1 (31 December 2022: Nil) of
its Global High Yield Bonds, 2 of its Private Equities (31 December
2022: 2) and Nil (31 December 2022: 6) CLO Debt Tranches as Level
3. With respect to the level 3 Private Equity position, the
Investment Manager's Investment Committee has derived the fair
value, based on comparable companies in similar
industries.
The following table details the
Company's financial instruments that were accounted for at net
realisable value as at 31 December 2023.
Financial Instruments at NET realisable Value as at 31
DECEMBER 2023
|
Financial investments
|
|
Level 1 ($)
|
Level 2 ($)
|
Level 3 ($)
|
Total ($)
|
Private Debt
|
|
-
|
12,273,539
|
8,610,676
|
20,884,215
|
Special Situations
|
|
-
|
6,975,551
|
-
|
6,975,551
|
Global High Yield
|
|
-
|
-
|
4,042,830
|
4,042,830
|
Global Floating Rate Loans
|
|
-
|
764,486
|
-
|
764,486
|
Equity
|
|
-
|
128,084
|
1,335,199
|
1,463,283
|
Total financial investments
|
|
-
|
20,141,660
|
13,988,705
|
34,130,365
|
|
|
|
|
|
|
The following is a reconciliation
of opening and closing balances of Company's investments measured
at net realisable value at 31 December 2023.
|
|
Level 1 ($)
|
Level 2 ($)
|
Level 3 ($)
|
Total ($)
|
Balance at start of the
year
|
|
154,867
|
158,349,031
|
35,473,923
|
193,977,821
|
Purchases during the year
1
|
|
-
|
1,678,083
|
544,437
|
2,222,520
|
Sales during the year
1
|
|
(154,867)
|
(146,878,024)
|
(20,488,620)
|
(167,521,511)
|
Realised loss on
investments
|
|
-
|
(23,575,332)
|
(1,466,811)
|
(25,042,143)
|
Unrealised gain on
revaluation
|
|
-
|
27,758,773
|
2,080,351
|
29,839,124
|
Amortisation
|
|
-
|
654,554
|
-
|
654,554
|
Transfer from Level 3 to Level
2
|
|
-
|
4,497,420
|
(4,497,420)
|
-
|
Transfer from Level 2 to Level
3
|
|
-
|
(2,342,845)
|
2,342,845
|
-
|
Balance at end of the year
|
|
-
|
20,141,660
|
13,988,705
|
34,130,365
|
1 Included in these figures is $Nil of non-cash transactions. These
arose due to the repricing and restructuring of certain investments
during the year.
Due to changes in observable
inputs and volumes of trading, the Company transferred securities
from Level 2 to Level 3 and from Level 3 to Level 2 of the fair
value hierarchy. Certain of the Fund's Level 3 investments have
been valued using unadjusted inputs that have not been internally
developed by the Fund, including third-party transactions and
indicative broker quotations. As a result, fair value assets of
approximately $1,396,000 and fair value liabilities of
approximately $1,838,000 have been excluded from the preceding
table. Any transfers are deemed to have taken place at year ended
31 December 2023.
DERIVATIVES at NET realisable Value as at 31 December
2023
|
|
|
|
|
|
Financial assets
|
No. of
contracts
|
NOTIONAL
AMOUNTS
|
Level 1 ($)
|
Level 2 ($)
|
Level 3 ($)
|
Total ($)
|
Derivatives (for hedging purposes only)
|
7
|
97,585,336
|
-
|
1,740,166
|
-
|
1,740,166
|
Financial LIABILITIES, at fair value
|
|
|
|
|
|
|
Derivatives (for hedging purposes only)
|
15
|
(77,120,527)
|
-
|
(599,028)
|
-
|
(599,028)
|
Total
|
22
|
20,464,809
|
-
|
1,141,138
|
-
|
1,141,138
|
|
|
|
|
|
|
| |
The Company considers the notional
amounts as at 31 December 2023 to be representative of the volume
of its derivative activities during the year ended 31 December
2023.
The following table details the
Company's financial instruments that were accounted for at fair
value as at 31 December 2022.
Financial Instruments at Fair Value as at 31 DECEMBER
2022
|
Financial investments
|
|
Level 1 ($)
|
Level 2 ($)
|
Level 3 ($)
|
Total ($)
|
Private Debt
|
|
-
|
32,459,104
|
16,536,407
|
48,995,511
|
Special Situations
|
|
-
|
21,781,078
|
-
|
21,781,078
|
CLO Debt Tranches
|
|
-
|
16,700,354
|
4,385,967
|
21,086,321
|
Global High Yield
|
|
-
|
44,259,249
|
3,498,391
|
47,757,640
|
Global Floating Rate Loans
|
|
-
|
43,149,246
|
9,717,960
|
52,867,206
|
Equity
|
|
154,867
|
-
|
1,335,198
|
1,490,065
|
Total financial investments
|
|
154,867
|
158,349,031
|
35,473,923
|
193,977,821
|
The following is a reconciliation
of opening and closing balances of Company's financial instruments
measured at fair value at 31 December 2022.
|
|
Level 1 ($)
|
Level 2 ($)
|
Level 3 ($)
|
Total ($)
|
Balance at start of the
year
|
|
532,417
|
264,560,590
|
42,265,947
|
307,358,954
|
Purchases during the year
1
|
|
-
|
70,156,444
|
4,885,772
|
75,042,216
|
Sales during the year
1
|
|
-
|
(125,630,923)
|
(13,871,225)
|
(139,502,148)
|
Realised loss on
investments
|
|
-
|
(13,476,006)
|
(1,239,405)
|
(14,715,411)
|
Unrealised loss on
revaluation
|
|
(377,550)
|
(29,037,615)
|
(5,490,886)
|
(34,906,051)
|
Amortisation
|
|
-
|
700,261
|
-
|
700,261
|
Transfer from Level 3 to Level
2
|
|
-
|
15,860,570
|
(15,860,570)
|
-
|
Transfer from Level 2 to Level
3
|
|
-
|
(24,784,290)
|
24,784,290
|
-
|
Balance at end of the year
|
|
154,867
|
158,349,031
|
35,473,923
|
193,977,821
|
1 Included in these figures is $4,662,223 of non-cash
transactions. These arose due to the repricing and restructuring of
certain investments during the year.
Due to changes in observable
inputs, the Company transferred securities from Level 2 to Level 3
and from Level 3 to Level 2 of the fair value hierarchy. Level 3
assets are valued using single broker quotes or valuation
models.
DERIVATIVES at Fair Value as at 31 DECEMBER
2022
|
|
|
|
|
|
Financial assets
|
No. of
contracts
|
NOTIONAL
AMOUNTS
|
Level 1 ($)
|
Level 2 ($)
|
Level 3 ($)
|
Total ($)
|
Derivatives (for hedging purposes only)
|
12
|
255,213,341
|
-
|
13,315,197
|
-
|
13,315,197
|
Financial liabilities
|
|
|
|
|
|
|
Derivatives (for hedging purposes only)
|
12
|
(22,378,444)
|
-
|
(1,142,190)
|
-
|
(1,142,190)
|
Total
|
24
|
232,834,897
|
-
|
12,173,007
|
-
|
12,173,007
|
The Company considers the notional
amounts as at 31 December 2022 to be representative of the volume
of its derivative activities during the year ended 31 December
2022.
The following tables summarise the
significant unobservable inputs the Company used to value its
investments categorised within Level 3 at 31 December 2023. The
tables are not intended to be all-inclusive but instead capture the
significant unobservable inputs relevant to the determination of
fair values.
Unobservable Inputs as at 31
December 2023
Financial instruments
|
Fair Value
($)
|
Primary Valuation Technique
|
SIGNIFICANT UNOBSERVABLE
INPUTS*
|
Range /
INPUT**
|
Weighted
Average
|
Private Debt
|
3,285,676
|
Market Approach
|
Unadjusted Broker Quote
|
86.5-100
|
96.99
|
Private Debt
|
5,325,000
|
Market Approach
|
Broker Pricing Model
|
N/A
|
N/A
|
Global High Yield
|
4,042,830
|
Income Approach
|
Credit Yield Spread
|
15.5%
|
15.5%
|
Equity
|
58
|
Market Approach
|
Unadjusted Broker Quote
|
0.01
|
0.01
|
Equity
|
1,335,141
|
Market Approach
|
Enterprise value/EBITDA multiple(c)
(EV/EBITDA)
|
9.0x
|
9.0x
|
Total
|
13,988,705
|
|
|
|
|
*Certain of the Fund's Level 3
investments have been valued using unadjusted inputs that have not
been internally developed by the Company, including third-party
transactions and indicative broker quotations. As a result, fair
value assets of approximately $1,396,000 and fair value liabilities
of approximately $1,838,000 have been excluded from the preceding
table.
** Debt Investments with a single
broker quote result in Level 3 classification. Unobservable inputs
from the broker quote were not included because the Company does
not develop the quantitative inputs and they are not readily
available. The EBITDA multiple increase/(decrease) results in an
increase/(decrease) in the valuation of the equity.
Unobservable Inputs as at 31
DECEMBER 2022
Financial Instruments
|
Fair Value
($)
|
Primary Valuation Technique
|
Significant unobservable Inputs
|
Range /
INPUT*
|
Weighted
Average
|
Private Debt
|
16,536,407
|
Vendor Pricing
|
Unadjusted Broker Quote
|
1
|
N/A
|
CLO Debt Tranches
|
4,385,967
|
Vendor Pricing
|
Unadjusted Broker Quote
|
1
|
N/A
|
Global High Yield
|
3,498,391
|
Market Approach
|
Second Lien Quotations
|
100
|
N/A
|
Global Floating Rate
Loans
|
9,717,960
|
Vendor Pricing
|
Unadjusted Broker Quote
|
1
|
N/A
|
Equity
|
1,335,198
|
Market Comparable
|
EBITDA multiple
|
4-18
|
N/A
|
Total
|
35,473,923
|
|
|
|
|
* Debt Investments with a single
broker quote result in Level 3 classification. Unobservable inputs
from the broker quote were not included because the Company does
not develop the quantitative inputs and they are not readily
available. The EBITDA multiple increase/(decrease) results in an
increase/(decrease) in the valuation of the equity.
Derivative activity
The derivatives assets and
liabilities per each counterparty are offset in accordance with the
guidance in Accounting Standards Codification Topic 210 (ASC 210)
section 210-20-45 and ASC 815 section 815-10-45 to determine the
net amounts presented in the Statement of Assets and
Liabilities. As at 31 December 2023, there
were 5 counterparties for the forward contracts (31 December 2022:
5). The Company is subject to enforceable
master netting agreements with its counterparties of foreign
currency exchange contracts with Royal Bank of Canada of $1,736,140
(31 December 2022: $248,225), State Street of ($422,984) (31
December 2022: ($930,462)), Westpac of ($175,538) (31 December
2022: ($42,789)), Goldman Sachs of ($506) (31 December 2022:
($168,940)) and UBS AG of $4,026 (31 December 2022: $13,066,972).
These agreements govern the terms of certain transactions and
reduce the counterparty risk associated with relevant transactions
by specifying offsetting mechanisms.
The following table, at 31
December 2023, show the gross and net derivatives assets and
liabilities by contract type and amount for those derivatives
contracts for which netting is permissible.
DESCRIPTION
|
GROSS AMOUNTS OF RECOGNISED
ASSETS ($)
|
GROSS AMOUNTS OFFSET IN THE
STATEMENTS OF ASSETS AND LIABILITIES ($)
|
NET AMOUNTS OF RECOGNISED
ASSETS PRESENTED IN THE STATEMENT OF ASSETS AND LIABILITIES
($)
|
|
|
Forward currency contracts
|
3,998,611
|
(2,258,445)
|
1,740,166
|
|
Total
|
3,998,611
|
(2,258,445)
|
1,740,166
|
|
Description
|
Gross Amounts of Recognised
Liabilities ($)
|
Gross Amounts Offset in the
Statements of Assets and Liabilities ($)
|
Net Amounts of Recognised
LIABILITIES Presented in the Statement of Assets and Liabilities
($)
|
|
|
Forward currency contracts
|
(2,857,473)
|
2,258,445
|
(599,028)
|
|
Total
|
(2,857,473)
|
2,258,445
|
(599,028)
|
|
There is no collateral for forward
contracts.
The following table, at 31
December 2022, show the gross and net derivatives assets and
liabilities by contract type and amount for those derivatives
contracts for which netting is permissible.
DESCRIPTION
|
GROSS AMOUNTS OF RECOGNISED
ASSETS ($)
|
GROSS AMOUNTS OFFSET IN THE
STATEMENTS OF ASSETS AND LIABILITIES ($)
|
NET AMOUNTS OF RECOGNISED
ASSETS PRESENTED IN THE STATEMENT OF ASSETS AND LIABILITIES
($)
|
|
|
Forward currency contracts
|
15,549,556
|
(2,234,359)
|
13,315,197
|
|
Total
|
15,549,556
|
(2,234,359)
|
13,315,197
|
|
Description
|
Gross Amounts of Recognised
Liabilities ($)
|
Gross Amounts Offset in the
Statements of Assets and Liabilities ($)
|
Net Amounts of Recognised
LIABILITIES Presented in the Statement of Assets and Liabilities
($)
|
|
|
Forward currency contracts
|
(3,376,549)
|
2,234,359
|
(1,142,190)
|
|
Total
|
(3,376,549)
|
2,234,359
|
(1,142,190)
|
|
There is no collateral for forward
contracts.
The following table presents the
impact of derivative instruments on the Statement of Operations in
conformity with US GAAP.
|
For the
period
1 january 2023
to
27 January 2023
($)
|
For the
period
28 january 2023
to
31 December 2023
($)
|
FOR THE year
ENDED
31 December 2023
($)
|
FOR THE year
ENDED
31 December 2022
($)
|
Net realised gain/(loss) on
derivatives
|
12,140,635
|
4,229,409
|
16,370,044
|
(45,057,681)
|
Net change in unrealised
(depreciation)/appreciation on derivatives
|
(7,006,670)
|
(4,025,199)
|
(11,031,869)
|
13,756,108
|
Total
|
5,133,965
|
204,210
|
5,338,175
|
(31,301,573)
|
Primary underlying risks (credit
risk, liquidity risk and market risk) associated with the
derivatives are explained in Note 4.
The Company presents the gain or
loss on derivatives in the Statement of Operations.
The net realised and unrealised
gain/(loss) on investments shown in the Statement of Operations for
the period from 1 January 2023 to
27 January 2023 and for the year
ended 31 December 2023 by type of investment is as
follows:
(EXPRESSED IN U.S.
DOLLARS)
|
1 January 2023
to
27 january
2023 ($)
|
|
28 January 2023
to
31 December
2023 ($)
|
|
FOR THE year
ENDED
31 December 2023
($)
|
Realised gain on
investments
|
10,312
|
|
521,882
|
|
532,194
|
Realised loss on
investments
|
(15,089)
|
|
(25,559,248)
|
|
(25,574,337)
|
|
(4,777)
|
|
(25,037,366)
|
|
(25,042,143)
|
Realised gain on
derivatives
|
23,399,166
|
|
20,245,774
|
|
43,644,940
|
Realised loss on
derivatives
|
(11,258,531)
|
|
(16,016,365)
|
|
(27,274,896)
|
|
12,140,635
|
|
4,229,409
|
|
16,370,044
|
Unrealised gain on
investments
|
6,959,289
|
|
25,246,999
|
|
32,206,288
|
Unrealised loss on
investments
|
(424,595)
|
|
(1,942,569)
|
|
(2,367,164)
|
|
6,534,694
|
|
23,304,430
|
|
29,839,124
|
Unrealised gain on
derivatives
|
9,236,051
|
|
(1,846,337)
|
|
7,389,714
|
Unrealised loss on
derivatives
|
(16,242,720)
|
|
(2,178,863)
|
|
(18,421,583)
|
|
(7,006,669)
|
|
(4,025,200)
|
|
(11,031,869)
|
Realised and unrealised gain on
foreign currency transactions
|
74,022
|
|
1,979,946
|
|
2,053,968
|
Realised and unrealised loss on
foreign currency transactions
|
(32,373)
|
|
(770,571)
|
|
(802,944)
|
|
41,649
|
|
1,209,375
|
|
1,251,024
|
Changes in estimated proceeds upon
sale of investments for non-going concern period included in
Statement of Changes in Net Assets in Liquidation. The table below
details the breakdown of the changes in estimated proceeds upon
sale of investments.
FOR
THE YEAR ENDED 31 DECEMBER 2022
(EXPRESSED IN U.S.
DOLLARS)
|
|
Interest income net of withholding
taxes
|
10,883,640
|
Net realised loss on
investments
|
(25,037,366)
|
Net realised gain on
derivatives
|
4,229,409
|
Net change in unrealised
appreciation on investments
|
23,304,430
|
Net change in unrealised
depreciation on derivatives
|
(4,025,200)
|
Changes in estimated proceeds upon sale of
investments
|
9,354,913
|
The net realised and unrealised
gain/(loss) on investments shown in the Statement of Operations for
the year ended 31 December 2022 by type of investment is as
follows:
FOR
THE YEAR ENDED 31 DECEMBER 2022
(EXPRESSED IN U.S.
DOLLARS)
|
|
Realised gain on
investments
|
683,752
|
Realised loss on
investments
|
(15,399,163)
|
|
(14,715,411)
|
Realised gain on
derivatives
|
13,561,878
|
Realised loss on
derivatives
|
(58,619,559)
|
|
(45,057,681)
|
Unrealised gain on
investments
|
2,797,952
|
Unrealised loss on
investments
|
(37,704,003)
|
|
(34,906,051)
|
Unrealised gain on
derivatives
|
17,878,465
|
Unrealised loss on
derivatives
|
(4,122,357)
|
|
13,756,108
|
Realised and unrealised gain on
foreign currency transactions
|
3,107,221
|
Realised and unrealised loss on
foreign currency transactions
|
(3,743,284)
|
|
(636,063)
|
(f) Investment Transactions, Investment Income, Expenses and
Valuation
All investment transactions are
recorded on a trade date basis. Upon sale or maturity, the
difference between the consideration received and the cost of the
investment is recognised as a realised gain or loss. The cost is
determined based on the first in, first out ("FIFO") cost
method.
As disclosed in Note 2 Under the
liquidation basis of accounting, assets as at 31 December 2023 are
stated at their net realisable values. The Investment Manager has
determined that based upon the expected timing and manner of
disposition and extinguishment of the Company's assets and
liabilities, respectively, the fair value and carrying amounts of
such assets and liabilities approximate net realisable value and
settlement amounts, respectively.
The Company carries investments on
its Statement of Assets and Liabilities at fair value in accordance
with US GAAP, with changes in fair value recognised within the
Statement of Operations in each reporting period. Quoted
investments are valued according to their bid price as at the close
of the relevant reporting date. Investments in private securities
are priced at the bid price using a pricing service for private
loans. Asset backed securities are valued according to their bid
price. If a price cannot be ascertained from the above sources, the
Company will seek bid prices from third party broker/dealer quotes
for the investments. The Directors believe that bid price is the
best estimate of fair value and is in line with the valuation
policy adopted by the Company.
In cases where no third party
price is available, or where the Investment Manager determines that
the provided price is not an accurate representation of the fair
value of the investment, the Investment Manager determines the
valuation based on the Investment Manager's fair valuation policy.
The overall criterion for fair value is a price at which the
securities involved would change hands in a transaction between a
willing buyer and a willing seller, neither being under compulsion
to buy or sell and both having the same knowledge of the relevant
facts.
Consistent with the above
criterion, the following criteria are considered when
applicable:
· Valuation of other securities by the same issuer for which
market quotations are available;
· Reasons for absence of market quotations;
· The
credit quality of the issuer and the related economics;
· Recent sales prices and/or bid and ask quotations for the
security;
· Value
of similar securities of issuers in the same or similar industries
for which market quotations are available;
· Economic outlook of the industry;
· Issuer's position in the industry;
· The
financial information of the issuer; and
· The
nature and duration of any restriction on disposition of the
security.
(g) Derivative Contracts
The Company may, from time to
time, hold derivative financial instruments for the purposes of
hedging foreign currency exposure. These derivatives are measured
at fair value in accordance with US GAAP, with changes in fair
value recognised within the Statement of Operations in each
reporting year. Upon adoption of the liquidation basis of
accounting, derivative assets are measured at net realisable value
with changes in realisable value recognised within the Statement of
Changes in Net Assets in Liquidation. The Investment Manager has
determined that the fair value and carrying amounts approximate net
realisable value and settlement amounts respectively.
Depending on the product and the
terms of the transaction, the fair value of the over the counter
(OTC) derivative products, such as foreign exchange contracts, can
be modelled taking into account the counterparties' credit
worthiness and using a series of techniques, including simulation
models.
Many pricing models do not entail
material subjectivity because the methodologies employed do not
necessitate significant judgments and the pricing inputs are
observed from actively quoted markets. The forward exchange
contracts valued by the Company using pricing models fall into this
category and are categorised within level 2 of the fair value
hierarchy.
The Company may enter into forward
foreign currency contracts to hedge against foreign currency
exchange risk and to support efficient portfolio
management.
As shares are denominated in Pound
Sterling and investments are denominated in U.S. Dollars, Euro or
Sterling, holders of any class of shares are subject to foreign
currency fluctuations between the currency in which such shares are
denominated and the currency of the investments made by the
Company. Consequently, the Investment Manager seeks to engage in
currency hedging between the U.S. Dollar and any other currency in
which the assets of the Company or a class of shares is
denominated, subject to suitable hedging contracts such as forward
currency exchange contracts being available in a timely manner and
on terms acceptable to the Investment Manager, in its sole and
absolute discretion.
Note 2(e) details the gross and
net derivative asset and liability position by contract type and
the amount for those derivative contracts for which netting is
permissible under US GAAP. The derivative assets and liabilities
have been netted where an enforceable master netting arrangement is
in place.
(h) Taxation
The Company is exempt from
Guernsey tax on income derived from non-Guernsey sources. However,
certain of its underlying investments may generate income that is
subject to tax in other jurisdictions, principally in the United
States and typically by way of withholding taxes levied on interest
and other income paid to the Company. During the year ended 31
December 2023, the Company suffered withholding taxes of $199,426 (31 December 2022: $12,968). As
of 31 December 2023, withholding taxes receivable (reclaimable)
totalled $nil (31 December 2022: $148,850).
The changes to the Company's
discount control policy approved by shareholders at the
Extraordinary General Meeting held on 8 September 2020 ("EGM")
resulted in the Company becoming an "offshore fund" for UK tax
purposes under the UK's offshore fund rules. On 26 January 2021 the
Company was approved by HM Revenue and Customs ("HMRC") to be
treated as a "reporting fund" for these purposes with effect from
the beginning of its accounting period commencing 1 January 2020
and is required to calculate its income in accordance with the
relevant rules applicable to offshore reporting funds and report
its "excess reportable income", if any, to shareholders. This can
be found on the Company's website.
In accordance with US GAAP,
management is required to determine whether a tax position of the
Company is more likely than not to be sustained upon examination by
the applicable taxing authority, including resolution of any
related appeals or litigation processes, based on the technical
merits of the position. The tax benefit to be recognised is
measured as the largest amount of benefit that has 50% or higher
chance of being realised upon ultimate settlement. De-recognition
of a tax benefit previously recognised could result in the Company
recording a tax liability that would reduce net assets. This policy
also provides guidance on thresholds, measurement, de-recognition,
classification, interest and penalties, accounting in periods,
disclosure, and transition that intends to provide better Financial
Statements comparability among different entities.
As of 31 December 2023, the
Company has recorded no liability for net unrecognised tax benefits
relating to uncertain tax positions it has taken or expects to take
in future tax returns (31 December 2022: Nil)
(i) Dividends
Dividends are recognised in the
Statement of Changes in Net Assets and Statement of Changes in Net
Assets (Liquidation Basis) in the period in which the dividends are
declared.
The below table sets out the
dividends paid by the Company that were declared in respect of the
period 28 January 2023 to 31 December 2023:
Period
|
ex-dividend
date
|
PAYMENT
DATE
|
Per Share
Amount
|
Distribution
Amount
|
31 MARCH 2023
|
21 APRIL
2023
|
23 MAY
2023
|
£0.0148
|
£2,653,360.73
|
30 JUNE 2023
|
18 JULY
2023
|
16
AUGUST 2023
|
£0.023
|
£2,214,430.33
|
30 SEPTEMBER
|
25
OCTOBER 2023
|
22
NOVEMBER 2023
|
£0.021
|
£1,497,839.36
|
Total
|
|
|
|
(£6,365,630.42)
|
The below table sets out the
dividends paid by the Company that were declared in respect of the
period 1 January 2023 to 27 January 2023:
Period
|
ex-dividend
date
|
PAYMENT
DATE
|
Per Share
Amount
|
Distribution
Amount
|
31 JANUARY 2023
|
19
JANUARY 2023
|
14
FEBRUARY 2023
|
£0.0054
|
(£1,500,501)
|
Total
|
|
|
|
(£1,500,501)
|
(j) Expenses
Operating expenses are recognised
in the Statement of Operations on an accruals basis. Operating
expenses include amounts directly or indirectly incurred by the
Company as part of its operations.
(k) Share capital, share buybacks and treasury
shares
Any costs incurred as a result of
a share buyback and/or a sale of shares held in treasury will be
charged to that share class. Costs directly attributable to the
issue of new shares (that would have been avoided if there had not
been a new issue of new shares) are written off against the value
of the ordinary share premium. Dividends paid on the ordinary
shares are recognised in the Statement of Changes in Net Assets and
Statement of Changes in Net Assets (Liquidation Basis). The
Company's own shares can be repurchased and held in treasury to be
reissued in the future or subsequently cancelled. Holders of
ordinary shares are entitled to attend, speak and vote at general
meetings of the Company. Each ordinary share (excluding shares in
treasury) carries one vote. Shares held in treasury do not carry
voting rights.
NOTE 3 - AGREEMENTS AND RELATED PARTIES
TRANSACTIONS
Related Party Agreements
Investment Management
Agreement
Investment management services are
provided to the Company by Neuberger Berman Investment Advisers LLC
(the "AIFM") and Neuberger Berman Europe Limited (the "Manager"),
collectively the "Investment Manager". The AIFM is responsible for
risk management and discretionary management of the Company's
portfolio and the Manager provides certain administrative services
to the Company.
The Board is responsible for
managing the business affairs of the Company but delegates certain
functions to the Investment Manager an amended and restated
Investment Management Agreement (the "Agreement") dated 18 March
2011, as amended ("IMA").
The Manager is a related party of
the AIFM, each of the AIFM and the Manager are indirectly wholly
owned subsidiaries of Neuberger Berman Group LLC. On 17 July 2014,
the Company, the Manager and Neuberger Berman Investment Advisers
LLC (which had acted as Sub-Investment Manager) made certain
classification amendments to an original Investment Management
Agreement dated 18 March 2011 for the purposes of the AIFM
Directive.
The Sub-Investment Management
Agreement was terminated on 17 July 2014 and the Sub-Investment
Manager was appointed as the AIFM per the IMA dated 17 July 2014.
The Manager, Neuberger Berman Europe Limited, was appointed under
the same agreement. In accordance with the terms of the IMA, the
Manager shall pay a fee to the AIFM out of the Investment
Management fee received from the Company. The Company does not pay
any fees to the AIFM. On 31 December 2017,
the Company entered into an Amendment
Agreement amending the IMA in respect of the manufacture of the
Company's Key Information Document by the AIFM, MiFID II,
anti-money laundering and bribery, cyber security and data
protection. On 1 October 2019, the IMA was amended to reflect a
reduction in the Investment Manager's fee and was amended effective
8 September 2020 and effective 27 January 2023 to reflect further
changes to the Investment Manager's fee. The IMA was amended by way
of a side letter dated 23 February 2023, which was effective 27
January 2023, to reflect changes to fees. The IMA was also amended
effective 30 January 2023, to reflect changes for GDPR.
The AIFM is responsible for risk
management and the discretionary management of the assets held in
the Company's portfolio and will conduct the day-to-day management
of the Company's assets (including uninvested cash). The AIFM is
not required to submit and generally will not submit individual
investment or divestment decisions for approval by the Board. The
Manager provides certain administrative services to the
Company.
Until 7 September 2020, the
Manager was entitled to a management fee of 0.65% per annum of the
Company's NAV. The IMA was amended on 8 September 2020 and the
Investment Manager thereafter was entitled to the following rates
per annum of the Company's NAV:
On first £500m of the NAV
0.75%
On £500m - £750m of the
NAV
0.70%
On 750m - £1bn of the
NAV
0.65%
Any amount greater than £1bn of
the
NAV
0.60%
Effective 27 January 2023 the IMA
was further amended to reflect a reduction in the Investment
Manager's applicable fee above by 7.5 basis points until 50% of the
Company's assets by market value held as at the date of the EGM
have been realised and thereafter a reduction to the applicable fee
above by a further 7.5 basis points until all of the Company's
assets have been realised.
Any existing asset held by the
Company will be deemed to have been realised at the date at which
the contract for the sale of the asset is entered into, as opposed
to the date at which the Company receives the proceeds from the
sale of the asset.
For the year ended 31 December
2023, the management fee expense was $844,025 (31 December 2022:
$1,896,668), of which $81,905 (31 December 2022: $389,749) was
unpaid at the year end.
The Manager is not entitled to a
performance fee.
Directors
The Directors are related parties
and are remunerated for their services at a fee of £40,000 per
annum each (£50,000 for the Chair). The Chair of the Audit and Risk
Committee receives an additional £6,000 for services in this role.
The Chair of the Management Engagement Committee and the Chair of
the Remuneration and Nomination Committee receive an additional
£3,000 each per annum and the Senior Independent Director receives
an additional £3,000 per annum. For the year ended 31 December
2023, the Directors' fees and travel expenses amounted to $179,744
(31 December 2022: $185,614). Of these, $Nil were prepaid at the
year-end (31 December 2022: $Nil).
As at 31 December 2023, Mr Dorey
(inc. spouse) and Mr Staples held 46,746 and 8,563 Sterling
Ordinary Shares in the Company respectively (31 December 2022: Mr
Dorey (inc. spouse) and Mr Staples held 245,671 and 45,000 Sterling
Ordinary Shares in the Company respectively).
Ms. Duhot did not hold any shares
in the Company at 31 December 2023 (31 December 2022: Nil). As at
31 December 2023 Mr Dorey's wife held 15,350 Sterling Ordinary
Shares (31 December 2022: 80,671 Sterling Ordinary
Shares).
During the year ended 31 December
2023, the Directors received the following dividend payments on
their shares held: Mr Dorey £8,000 (2022: £9,469); Mr Staples
£2,182 (2022: £2,583) and Mr Dorey's wife received £3,912 (2022:
£4,630).
Neuberger Berman Europe
Limited and Neuberger Berman Investment Advisers
LLC
The contracts with Neuberger
Berman Europe Limited and Neuberger Berman Investment Advisers LLC
are classified as related party transactions. Other than fees
payable in the ordinary course of business and the additional fees
disclosed in Note 3, there have been no material transactions with
related parties, which have affected the financial position or
performance of the Company in the financial period.
Significant Agreements
Administration, Custody and
Company Secretary Agreement
Effective 1 March 2015, the
Company entered into an Administration and Sub-Administrator
agreement with U.S. Bank Global Fund Services (Guernsey) Limited
("Administrator") and U.S. Bank Global Fund Services (Ireland)
Limited ("Sub-Administrator"), both wholly owned subsidiaries of
U.S. Bancorp. This agreement was subject to an amendment effective
1 October 2020. Under the terms of the agreement,
Sub-Administration services are delegated to U.S. Bank Global Fund
Services (Ireland) Limited.
For the year ended 31 December
2023, the administration fee was $113,180 (31 December 2022: $133,708) of
which $10,975 (31
December 2022: $9,945) was unpaid at the year end.
Effective 22 April 2019, Sanne
Fund Services (Guernsey) Limited was appointed the Company
Secretary and is entitled to an annual fee of £80,000 plus out of pocket expenses. For the year ended 31 December
2023, the secretarial fees were $116,896 (31 December 2022:
$114,138), $87,378 (31 December 2022: $115,628) was unpaid at the
year end.
Effective 1 March 2015, U.S. Bank
National Association ("Custodian") became the Custodian of the
Company. The Custodian fees for the year
ended 31 December 2023 were $26,673 (31 December
2022: $49,790) and the amount owing to them
was $4,446 (31 December 2022: $10,487).
Effective 1 January 2020, the
Company entered into an amendment agreement to reduce the
Administration and Custodian fees, which was further amended
effective 1 October 2020 to reflect further reductions to the
Administration fees.
Registrar's
Agreement
Link Market Services (Guernsey) Limited is the appointed registrar
of the Company. For the year ended 31 December 2023, the
Registrar's fees amounted to $195,544 (31 December 2022: $20,040). Of
these, $5,869 (31 December 2022: $4,721) was unpaid at the year
end.
Corporate Broker
Agreement
Effective 1 January 2019, Numis
Securities Limited were appointed the Company's Corporate Broker
and Financial Advisors. As at 31 December 2023 Numis Securities
Limited are entitled to an annual retainer fee of £50,000
p.a. For the year ended 31 December 2023,
the Corporate Broker and Financial Advisors' fees amounted to
$62,179 (31 December 2022: $60,299). Of these, $Nil (31 December
2022: $nil) were unpaid at the year end.
Professional
fees
Professional fees during the year
were $678,904 (31 December 2022: $595,951).
Provision for Liquidation
expenses
Liquidation costs include
estimated liquidation fees expected to be incurred by the Company
until the Company is wound up. For the year ended
31 December 2023, the
Company accrued liquidation costs of $900,000, which are included
in Adjustment for liquidation provisions in the Statement of
Changes in Net Assets (Liquidation Basis). This amount remained
payable as of 31 December 2023 and is included in Statement of
Assets and Liabilities (Liquidation Basis).
The table below details the
adjustment for liquidation provisions as at 31 December 2023 and 28
January 2023:
|
31 December
2023
|
28 January
2023
|
Opening at 28 January 2023/ 1
January 2023
|
2,875,608
|
-
|
Accrual of liquidation
provision
|
|
2,875,608
|
Actual expenses incurred to
date:
|
|
|
Investment management and
services
|
(718,662)
|
-
|
Administration and professional
fees
|
(1,131,655)
|
-
|
Directors' fees and travel
expenses
|
(125,291)
|
-
|
Closing at 31 December 2023/ 28 January
2023
|
900,000
|
2,875,608
|
NOTE 4 - RISK FACTORS
Market Risk
Market risk is the potential
for changes in the value of investments. Market risk includes
interest rate risk, foreign exchange risk and price
risk.
Interest Rate Risk
Interest rate risk primarily
results from exposures to changes in the level, slope and curvature
of the yield curve, the volatility of interest rates and credit
spreads. Floating rate investments, such as senior secured loans,
typically receive a coupon, which is linked to a variable base
rate, usually LIBOR (or e.g. its replacement SOFR in the US and
SONIA in the UK, for loans issued after 2021) or EURIBOR. As such,
income earned will be affected by changes in the variable component
albeit downward moves are likely to be capped by the LIBOR (or
SOFR/SONIA/EURIBOR) floors that are prevalent in the majority of
transactions. The Financial Conduct Authority announced in 2017 it
would not compel or persuade panel banks to make LIBOR submissions
after 2021.
The Company's portfolio comprises
predominantly floating rate investments; however, it does have
material exposure to fixed rate investments, which are subject to
interest rate risk through movements in their market price when
interest rates change. In preparation for the transition from LIBOR
to new reference rates, credit spread adjustments had been worked
out well ahead of the transition, so the Company does not believe
there to be any material valuation risk as a result of the shift to
a new reference rate
Price Risk
Price Risk is the risk that
the price of the security will fall. The Investment Manager manages
the exposure to price risk by diversifying the
portfolio.
Foreign Exchange Risk
Foreign Exchange Risk arises
from various currency exposures, primarily with respect to Sterling
and Euro investments and share issue proceeds. The Company makes
use of hedging techniques, as part of its risk management strategy,
including but not limited to the use of forward exchange contracts
to mitigate its exposure to this risk. These instruments involve
market risk, credit risk, or both kinds of risks. Risks arise from
the possible inability of counterparties to meet the terms of their
contracts and from movement in currency and interest
rates.
Credit Risk
The Company has invested in a
range of bank debt investments and corporate and other bonds. Until
such investments are sold or are paid in full at maturity, the
Company is exposed to issuer credit risk, relating to whether the
issuer will make interest and/or principal payments on their debt
obligations.
The Company maintains positions in
a variety of securities, derivative financial instruments and cash
and cash equivalents in accordance with its guidelines. The
Company's trading activities expose the Company to counterparty
credit risk from brokers, dealers and other financial institutions
(collectively, "counterparties") with which it transacts business.
"Counterparty credit risk" is the risk that a counterparty to a
trade will fail to meet an obligation that it has entered into with
the Company, resulting in a financial loss to the Company. The
Company's policy with respect to counterparty credit risk is to
minimise its exposure to counterparties with perceived higher risk
of default by dealing only with counterparties that meet the credit
standards set out by the Investment Manager.
All the Company's assets other
than derivative financial instruments were held by the Custodian.
The Custodian segregates the assets of the Company from the
Custodian's own assets and other Custodian clients' assets. The
Investment Manager believes the risk is low with respect to any
losses as a result of this ring-fencing. The Company conducts its
trading activities with respect to non-derivative positions with a
number of counterparties. Counterparty credit risk borne by these
transactions is mitigated by trading with multiple
counterparties.
In addition, the Company trades in
over-the-counter ("OTC") derivative instruments. The Company is
subject to counterparty credit risk related to the potential
inability of counterparties to these derivative transactions to
perform their obligations to the Company. The Company's exposure to
counterparty credit risk associated with counterparty
non-performance is generally limited to the fair value (derivative
assets and liabilities) of OTC derivatives reported as net assets,
net of collateral received or paid, pursuant to agreements with
each counterparty.
The Investment Manager attempts to
reduce the counterparty credit risk of the Company by establishing
certain credit terms in its International Swaps and Derivatives
Association ("ISDA") Master Agreements (with netting terms) with
counterparties, and through credit policies and monitoring
procedures. Under ISDA Master Agreements in certain circumstances
(e.g., when a credit event such as a default occurs) all
outstanding transactions under the agreement are terminated, the
termination value is assessed and only a single net amount is due
or payable in settlement of all transactions. The Company receives
and gives collateral in the form of cash and marketable securities
and it is subject to the ISDA Master Agreement Credit Support
Annex.
This means that securities
received/given as collateral can be pledged or sold during the term
of the transaction. The terms also give each party the right to
terminate the related transactions on the other party's failure to
post collateral.
Concentration Risks
The Company has invested a
relatively large percentage of its assets in issuers located in the
USA. As a result, the Company's performance may be closely aligned
with the market, currency or economic, political or regulatory
conditions and developments in the USA and could be more volatile
than the performance of more geographically diversified
investments.
Following the entering of the
Managed Wind-down of the Company, the realisation of the underlying
positions over time has led and will continue to lead to the
remaining portfolio becoming less liquid and more concentrated in
fewer issuers.
Liquidity Risk
Liquidity risk is the risk that
the Company will not be able to meet its obligations as and when
these become due. Liquidity risk is managed by the Investment
Manager to ensure that the Company maintains sufficient working
capital in cash or near cash form so as to be able to meet the
Company's ongoing requirements as they fall due.
Participation Commitments
With respect to the senior loans,
the Company may: 1) hold assignments; 2) act as a participant in
primary lending syndicates; or 3)
hold participations. If the Company holds
a participation of a senior loan interest, the Company would
typically in a contractual agreement with the lender or other third
party seller of the participation, rather than directly with the
borrower. As such, the Company not only assumes the credit risk of
the borrower, but also that of the seller of the participation or
other persons positioned between the Company and the borrower. As
of 31 December 2023, there were no such outstanding participation
commitments in the Company.
Other Risks
Legal, tax and regulatory changes
could occur that may adversely affect the Company. The regulatory
environment for alternative investment companies is evolving, and
changes in the regulation of investment companies may adversely
affect the value of investments held by the Company or the ability
of the Company to pursue its Managed Wind-down. The effect of any
future regulatory change on the Company could be substantial and
adverse.
NOTE 5 - CONTINGENCIES
In the opinion of the Directors,
there were no contingencies as at year end.
NOTE 6 - SHARE CAPITAL
The share capital of the Company
consists of an unlimited number of Ordinary Shares of no par value,
which upon issue the Directors may classify as:
(i) U.S. Dollar Ordinary Shares,
Sterling Ordinary Shares or Euro Ordinary Shares or as shares of
such other classes as the Directors may determine;
(ii) B Shares of such classes
denominated in such currencies as the Directors may determine;
and
(iii) C Shares of such classes
denominated in such currencies as the Directors may
determine.
The rights attached to the above
shares are one vote in respect of each share held.
(iv) In respect of a Share of a
class denominated in any currency other than U.S. Dollars or
Sterling held by the shareholder, such number of votes per Share of
such class as shall be determined by the Directors in their
absolute discretion upon the issue for the first time of shares of
the relevant class.
Under the Managed Wind-down, the
return of cash to Shareholders will be affected through the
compulsory redemptions of Ordinary Shares in volumes and on dates
to be determined at the Directors' sole discretion. Shares will be
redeemed from all Ordinary Shareholders pro rata to their existing
holdings of Ordinary Shares on the relevant record date for any
given Redemption Date. The Directors are authorised to make such
redemptions under the Articles.
The B Shares are issued on terms
such that each B Share shall be compulsorily redeemed by the
Company shortly following issue and the redemption proceeds paid to
the holders of such B Shares on such terms and in such manner as
the Directors may from time to time determine.
The Directors are authorised to
issue C Shares of such classes (and denominated in such currencies)
as they may determine in accordance with Article 4 and with C
Shares of each such class being convertible into Ordinary Shares of
such class as the Directors may determine at the time of issue of
such C Shares.
The C Shares will not carry the
right to attend and receive notice of any general meetings of the
Company, nor will they carry the right to vote at such
meetings.
The C Shares will be entitled to
participate in a winding-up of the Company or on a return of
capital in relation to the C share surplus as defined in the
Prospectus.
The C Shares will be entitled to
receive such dividends as the Directors may resolve to pay to such
holders out of the assets attributable to such class of C
Shares.
There were no U.S. Dollar
Ordinary, Euro Ordinary Shares, B Shares or C Shares in issue as at
31 December 2023 or as at 31 December 2022.
As at 31 December 2023, the
Company's share capital comprised 42,182,147 Sterling Ordinary
Shares ("NBMI") of no par value (of which nil were held in
treasury). On 24 April 2023, 76,083,114 Sterling Ordinary Shares,
being all the shares held in treasury were cancelled.
As detailed in Note 1, effective 6 July 2022,
following the closing of the first Cash Exit Facility Offer on 30
June 2022, 25,500,417 Ordinary Shares were validly tendered,
redeemed and cancelled on 7 July 2022.
FROM
1 JANUARY 2023 to 31 December 2023
|
|
Sterling
Ordinary
Shares
|
Balance as at 1 January
2023
|
|
221,684,621
|
Cancelled following tender
offers
|
|
(179,502,474)
|
Balance as at 31 December 2023 1
|
|
42,182,147
|
1 Balance of issued shares (less
Treasury shares) used to calculate NAV per share.
FROM
1 JANUARY 2022 to 31 December 2022
|
|
Sterling
Ordinary
Shares
|
Balance as at 1 January
2022
|
|
247,185,038
|
Cancelled following tender
offers
|
|
(25,500,417)
|
Balance as at 31 December 2022 1
|
|
221,684,621
|
1 Balance of issued shares (less
Treasury shares) used to calculate NAV per share.
Treasury Shares
As at 31 December 2023, the
Company held the following shares in treasury.
|
|
31 December
2023
|
31 December
2022
|
Sterling Ordinary Treasury
Shares
|
|
|
|
Opening number of shares
|
|
76,083,114
|
76,083,114
|
Shares bought into
Treasury
|
|
-
|
-
|
Shares sold or cancelled from
Treasury
|
|
(76,083,114)
|
-
|
Closing number of shares
|
|
-
|
76,083,114
|
1 The Company has shareholder approval to be able to buy back
shares and may elect to buy back Ordinary Shares at certain times
during the year either for cancellation or to be held as Treasury
shares at the absolute discretion of the Directors. No shares were
bought back during the years ended 31 December 2023 or 31 December
2022.
The Computation for earnings per
share for the years ended 31 December 2023 and 31 December 2022
were as follows:
|
|
31 December
2023
|
31 December
2022
|
Net increase/(decrease) in net
assets resulting from operations
|
|
16,757,393
|
(£51,270,818)
|
|
|
|
|
Divided by weighted average shares
outstanding for
Sterling Ordinary Shares
|
|
128,645,393
|
234,679,354
|
|
|
|
|
Earnings per share for Sterling
Ordinary Shares
|
|
£0.1303
|
(£0.2185)
|
Note 7 - FINANCIAL HIGHLIGHTS
31
December 2023
|
Sterling
Ordinary ShareS as
at
31 December 2023
(GBP)
|
Per
share operating performance
|
|
NAV per share at the beginning of
the year
|
0.7926
|
Income from investment operations (a)
|
|
Net income per share for the
year
|
0.0591
|
Net realised and unrealised gain
from investments
|
0.0634
|
Foreign currency translation
loss
|
(0.0752)
|
Total gain from operations
|
0.0473
|
Distributions per share during
the year
|
(0.0743)
|
NAV
per share at the end of the year
|
0.7656
|
|
|
NAV
Total return 1,
(b)
|
5.86%
|
Ratios to average net assets (b)
|
|
Net investment income
|
7.40%
|
On-Going Charges
|
(2.44%)
|
(a) The weighted average number of
shares outstanding for the year was used for calculation. See note
6 also.
(b) An individual shareholder's
return may vary from these returns based on the timing of the
shareholder's investments in the Company.
1 The NAV total return is the % of change in NAV per share from
the start of the year. It assumes that dividends paid to
shareholders are reinvested at NAV at the time the shares are
quoted ex-dividend.
31
DeCEMBER 2022
|
Sterling
Ordinary ShareS as
at
31 DECEMBER 2022
(GBP)
|
Per
share operating performance
|
|
NAV per share at the beginning of
the year
|
0.9429
|
Income from investment operations (a)
|
|
Net income per share for the
year
|
0.0637
|
Net realised and unrealised loss
from investments
|
(0.2800)
|
Foreign currency translation
gain
|
0.1230
|
Total loss from operations
|
(0.0933)
|
Distributions per share during
the year
|
(0.0570)
|
NAV
per share at the end of the year
|
0.7926
|
|
|
NAV
Total return 1,
(b)
|
(10.09%)
|
Ratios to average net assets (b)
|
|
Net investment income
|
7.34%
|
On-Going Charges
|
(1.22%)
|
(a) The weighted average number of
shares outstanding for the year was used for calculation. See note
6 also.
(b) An individual shareholder's
return may vary from these returns based on the timing of the
shareholder's investments in the Company.
1 The NAV total return is the % of change in NAV per share from
the start of the year. It assumes that dividends paid to
shareholders are reinvested at NAV at the time the shares are
quoted ex-dividend.
NOTE 8 - SUBSEQUENT EVENT
On 20 February 2024, a compulsory
redemption for £23,038,365 was announced at a price of 79.04 pence
per share, and a redemption date of 19 March 2024.
APPENDIX | FUND 3.3 Disclosure
Addendum to the 2023 Annual Report (unaudited)
FUND 3.3 Disclosure Addendum to
the 2023 Annual Report
The following disclosures to
investors are required as per Section 3.2 'Investor Information'
and Section 3.3 "Annual report of an AIF" of the FCA Investment
Funds sourcebook ("FUND
3.2" and "FUND
3.3").
Changes to FUND 3.2.2 R Disclosures
FUND 3.2.2 R (previously Article
23(1) of Directive 2011/61/EU on Alternative Investment Fund
Managers Directive ("AIFMD")) requires certain information to be
made available to investors in alternative investment funds
("AIFs") in the United Kingdom before they invest and requires that
material changes to this information be disclosed in the annual
report of each AIF.
Other than the change to the
investment objective described in the "Features" part of the
"Company Overview", there here have been no
material changes to this information requiring
disclosure..
Leverage
For the purposes of this
disclosure, leverage is any method by which an AIF's exposure is
increased, whether through borrowing of cash or securities, or
leverage embedded in foreign exchange forward contracts or by any
other means.
FUND 3.2.6 provides that AIFM's
must periodically disclose the total amount of leverage employed by
that AIF. Regulation (EU) 2013/231 is part of retained law in the
United Kingdom and requires that each leverage ratio be expressed
as the ratio between an AIF's exposure and its net asset value
("NAV"), and prescribes two required methodologies, the gross
methodology and the commitment methodology, for calculating such
exposure. Using the above-mentioned methodologies, the leverage of
the Fund as at 31 December 2023 is disclosed below:
Leverage calculated pursuant to
the gross methodology:
2.55
Leverage calculated pursuant to
the commitment methodology: 2.72
Liquidity and risk management systems and
profile
Current risk profile risk
management systems
The portfolio managers and risk
management professionals of Neuberger Berman Investment Advisers
LLC (the "AIFM") regularly
review the investment performance and the portfolio composition of
the Fund in the light of the Fund's investment objective, policy
and strategy; the principal risks and investment or economic
uncertainties that have been identified as relevant to the Fund;
internal risk measures and the interests and profile of
investors.
The AIFM assesses the Fund's
current and prospective need for liquidity on an on-going basis and
ensures that liquidity is available when required. The risk profile
of the Fund calculated by the AIFM was as follows:
Market risk profile
The market risk indicators
calculated by the AIFM as at 31 December 2023 are listed in the
table here below:
|
< 5 yrs
|
5 - 15 yrs
|
> 15
yrs
|
Risk measure
description
|
Net DV01
|
USD
8,37
|
0
|
0
|
Change of
1 bps of rate
|
Net CS01
|
USD
6,507
|
0
|
0
|
Change of
1 bps for spread
|
The expected annual investment return
/ IRR in normal market conditions (in %)
|
0
|
|
Historical
Simulation
|
Monte Carlo
Simulation
|
Parametric
Simulation
|
VAR1
|
|
2.78%
|
|
1 Value
at Risk
Counterparty risk profile
The top five counterparties to
which the Fund had the greatest mark-to-market net counterparty
credit exposure, measured as a % of the NAV of the Fund are listed
in the table below:
Ranking
|
Name
of Counterparty
|
NAV percentage of the total
exposure value of the counterparty
|
First counterparty
exposure
|
US Bank
|
14.
33
|
Second counterparty
exposure
|
Brock Holdings
|
13.06
|
Third counterparty
exposure
|
CHAMBERLAIN GROUP 2L TL
10/21
|
12.93
|
Fourth counterparty
exposure
|
Ivanti
|
5.50
|
Fifth counterparty
exposure
|
EG GROUP 2L TL EUR 02/21
|
4.86
|
The top five counterparties that
had the greatest mark-to-market net counterparty credit exposure to
the Fund, measured as a % of the NAV of the Fund are listed in the
table below:
Ranking
|
Name
of Counterparty
|
NAV percentage of the total
exposure value of the counterparty
|
First counterparty
exposure
|
State Street
|
1.03
|
Second counterparty
exposure
|
Westpac
|
0.43
|
Third counterparty
exposure
|
Goldman Sachs
|
0.00
|
Fourth counterparty
exposure
|
|
|
Fifth counterparty
exposure
|
|
|
Liquidity Profile
(a) Portfolio Liquidity
Profile
In current market conditions the
portfolio can be realised as follows:
44% within one day or
less
34% within 2 to 7 days
22% within 8 to 30 days
The Fund had USD6,761,199
unencumbered cash available to it.
(b) Investor Liquidity
Profile
Percentage of investor equity in
the Fund that can be redeemed, in normal market conditions, is as
follows:
100 % within one day or
less
(c) Investor Redemption
Does the Fund provide investors with
withdrawal / redemption rights in the ordinary course?
|
No
|
Report on Remuneration
The Neuberger Berman Compensation
Committee is responsible for the compensation practices within the
Neuberger Berman group, and Neuberger Berman also operates a
structure throughout the group to ensure appropriate involvement
and oversight of the compensation process, so that compensation
within the group rewards success whilst reflecting appropriate
behaviours.
Neuberger Berman recognises the
need to ensure that compensation arrangements do not give rise to
conflicts of interest, and this is achieved through the
compensation policies as well as through the operation of specific
policies governing conflicts of interests.
Neuberger Berman's compensation
philosophy is one that focuses on rewarding performance and
incentivizing employees. Employees at Neuberger Berman may receive
compensation in the form of base salary, discretionary bonuses
and/or production compensation. Investment professionals receive a
fixed salary and are eligible for an annual bonus. The annual bonus
for an individual investment professional is paid from a "bonus
pool" made available to the portfolio management team with which
the investment professional is associated. Once the final size of
the available bonus pool is determined, individual bonuses are
determined based on a number of factors including the aggregate
investment performance of all strategies managed by the individual
(including the three-year track record in order to emphasize
long-term performance), effective risk management, leadership and
team building, and overall contribution to the success of Neuberger
Berman.
Neuberger Berman considers a
variety of factors in determining fixed and variable compensation
for employees, including firm performance, individual performance,
overall contribution to the team, collaboration with colleagues
across the firm, effective partnering with clients to achieve
goals, risk management and the overall investment performance.
Neuberger Berman strives to create a compensation process that is
fair, transparent, and competitive with the market.
A portion of bonuses may be
awarded in the form of contingent or deferred cash compensation,
including under the "Contingent Compensation Plan", which serves as
a means to further align the interests of employees with the
interest of clients, as well as rewarding continued employment.
Under the Contingent Compensation Plan a percentage of a
participant's compensation is awarded in deferred contingent form.
Contingent amounts take the form of a notional investment based on
a portfolio of Neuberger Berman investment strategies and/or a
contingent equity award, and Neuberger Berman believes that this
gives each participant further incentive to operate as a prudent
risk manager and to collaborate with colleagues to maximise
performance across all business areas. The programs specify vesting
and forfeiture terms, including that vesting is normally dependent
on continued employment and contingent amounts can be forfeited in
cases including misconduct or the participants participating in
detrimental activity.
The proportion of the total
remuneration of the staff of the AIFM attributable to the Fund,
calculated with reference to the proportion of the value of the
assets of the Fund managed by the AIFM to the value of all assets
managed by the AIFM, was $127,101 representing $31,895 of fixed
compensation and $95,206 of variable compensation. There were 1,026
members of staff of the AIFM who shared in the remuneration paid by
the AIFM.
Compensation by the AIFM to senior
management and staff whose actions had a material impact on the
risk profile on the Fund in respect of 2023 was $352,046,073 in
relation to senior management and $836,987 in respect of 'risk
takers'. The compensation figure for senior management has not been
apportioned, while the compensation figure for risk takers has been
apportioned by reference to the number of AIFs whose risk profile
was materially impacted by each individual staff member.
Neuberger Berman Investment Advisers
LLC
16 April 2024
APPENDIX | Alternative
Performance Measures (APMs)
Alternative Performance Measures
(APMs)
In accordance with ESMA Guidelines
on Alternative Performance Measures ("APMs") the Board has
considered what APMs are included in the Annual Report and
Financial Statements which require further clarification. An APM is
defined as a financial measure of historical or future financial
performance, financial position, or cash flows, other than a
financial measure defined or specified in the applicable financial
reporting framework. APMs may not have a standard meaning
prescribed by US GAAP and therefore may not be comparable to
similar measures presented by other entities. APMs included in the
Annual Report and Financial Statements are deemed to be as
follows:
Alternative performance measures
|
PURPOSE and/or description
|
CalculatioN
|
Net Asset Value ("NAV") total
return
|
The total return is the % of
change in NAV per share from the start of the year. It assumes that
dividends paid to shareholders are reinvested at NAV at the time
the shares are quoted ex-dividend.
|
Opening NAV per share (A)
Closing NAV per share (B)
Daily NAV Movement (C) =
(B-A/A)
Dividend to date1 =
D
Reinvested Dividend (E) =
(1+C)*D
NAV Total Return =
((B+E)-A)/A
1 Monthly dividends added on ex-date.
|
(Discount) or Premium to
NAV
|
The share price of an Investment
Company is derived from buyers and sellers trading the company's
shares on the stock market. This price is not identical to the NAV.
If the share price is lower than the NAV per share, the shares are
trading at a discount. This could indicate that there are more
sellers than buyers. Shares trading at a price above the NAV per
share, are said to be at a premium. This is expressed as a
percentage.
|
NAV per share2
(A)
Quoted Share price per
share2 (B)
(Discount) or Premium =
(B-A)/A
2 As at 31 December 2023
|
Alternative performance measures
|
PURPOSE and/or description
|
CalculatioN
|
On-going charges
|
On-going Charges (formerly known
as Total Expense Ratio [TER]) are calculated using the AIC
Methodology, which is a measure, expressed as a percentage of NAV,
of the regular, recurring costs of the Company. "On-going charges are those expenses of a
type which are likely to recur in the foreseeable future, whether
charged to capital or revenue, and which relate to the operation of
Company, excluding the costs of acquisition/disposal of
investments, financing charges and gains/losses arising on
investments. Ongoing charges are based on costs incurred in the
year as being the best estimate of future costs".
|
Annualised ongoing charges
(A)
Average undiluted net asset value in
the period (B)
Ongoing charges (%) =
(A)/(B)
|
Current Gross Portfolio
Yield
|
The Company's Current Gross
Portfolio Yield is a market-value weighted average of the current
yields of the holdings in the portfolio, calculated as the coupon
(base rate plus spread) divided by current price. The calculation
does not take into account any fees, Company's expenses or sales
charges paid, which would reduce the results.
|
Coupon (A)
Current security price
(B)
Relative weight of security =
security market value/portfolio market value = (C)
Current Gross Portfolio Yield =
∑[(A/B)*C]
|
12 month rolling dividend
yield
|
The rolling 12-month dividend
yield is based on the dividends declared in respect of the 12
months to 31 December 2023 and share price as at 31 December
2023.
|
Sum of Monthly Dividends
(A)
Share price 31 December 2023
(B)
Rolling Dividend Yield = (A) /
(B)
|
Yield to Maturity
|
The Company's Current Yield to
Maturity (YTM) is a market-value weighted average of the current
yields of the holdings in the portfolio, The YTM is the annual
return rate anticipated on a security if held until it
matures.
|
Number of years to maturity of
security (n)
Coupon (A)
Current security price
(B)
Face value, security market value or
par value (C)
Relative weight of security =
security market value/portfolio market value = (D)
YTM= ∑[(A +C-B)*D]
n
C+B
2
|
Share Price Total Return
|
The share price total return is
the % of change in Share Price from the start of the year until the
end of the year. It assumes that dividends paid to shareholders are
reinvested at the share price at the time the shares are quoted
ex-dividend.
|
Opening Share Price per share
(A)
Closing Share Price per share
(B)
Daily Share Price Movement (C) =
(B-A/A)
Dividend to date1 =
D
Reinvested Dividend (E) =
(1+C)*D
Share Price Total Return =
((B+E)-A)/A
1 Monthly dividends added on ex-date.
|
ADDITIONAL INFORMATION | Contact Details
Contact Details
Directors
Rupert Dorey - Chair
Laure Duhot
David Staples
All c/o the Company's registered
office.
Registered Office
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Company Secretary
Sanne Fund Services (Guernsey)
Limited
Solicitors to the Company (as to English law and U.S.
securities law)
Herbert Smith Freehills
LLP
Advocates to the Company (as to Guernsey
law)
Carey Olsen
|
Designated Administrator
U.S. Bank Global Fund Services
(Guernsey) Limited
Custodian and Principal Bankers
US Bank National
Association
Sub-Administrator
U.S. Bank Global Fund Services
(Ireland) Limited
Financial Adviser and Corporate Broker
Numis Securities Limited
Alternative Investment Fund Manager
Neuberger Berman Investment Advisers
LLC
Manager
Neuberger Berman Europe
Limited
|
Registrar
Link Market Services (Guernsey)
Limited
UK
Transfer Agent
Link Asset Services
34 Beckenham Road
Beckenham
Kent
BR3 4TU
United Kingdom
Shareholders holding shares
directly and not through a broker, saving scheme or ISA and have
queries in relation to their shareholdings should contact the
Registrar on +44 (0)371 664 0445. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 9 a.m. to 5:30 p.m. (excluding bank holidays).
Shareholders can also access their details via Link's
website:
www.signalshares.com
|
|
Full contact details of the Company's advisers and Manager
can be found on the Company's website.
|
ADDITIONAL INFORMATION | Shareholder Information
Shareholder Information
Website
Information relating to the
Company can be found on the Company's website:
www.nbgmif.com
The contents of websites referred
to in this document are not incorporated in to, nor do they form
part of, this report.
Annual Reports
Copies of the Company's annual
reports may be obtained from the Company Secretary or by
visiting https://www.nbgmif.com
under the Investor Information
section.
Net Asset Value Publication
The NAV is published daily. It is
calculated at the close of business each day and notified to the
London Stock Exchange the next business day. It can also be found
on the Company's website. Note the Board intends to keep under
review the daily publication of the NAV of the Company's Ordinary
Shares in light of the diminishing size of the Company during the
Managed Wind-down and the costs of preparing such daily NAV
publications.
Company Numbers
Sterling Ordinary Shares
LSE ISIN code: GG00BNNJMX19
Bloomberg code: NBMI:LN
Legal Entity Identifier
549300P4FSBHZFALLG04
Association of Investment Companies
The Company is a member of the
Association of Investment Companies. Contact details are as
follows:
+44 (0)20 7282 555
enquiries@theaic.co.uk
www.theaic.co.uk
Registrar
The Registrar provides an on-line
and telephone share dealing service to existing shareholders who
are not seeking advice on buying or selling. This service is
available at www.linksharedeal.com or by phoning +44(0)371 664
0445. Calls cost 12p per minute plus network charges +44(0)20 3367
2699 (from outside the UK). Lines are open 8 a.m. to 4:30 p.m.
Monday to Friday (excluding UK bank holidays).
|