NB
DISTRESSED DEBT INVESTMENT FUND LIMITED
2024 INTERIM
Report
unaudited CONSOLIDATED interim
Financial Statements
For the six month period ended 30
june 2024
COMPANY OVERVIEW | Features
|
NB
Distressed Debt Investment Fund Limited (the
"Company")
The Company is a closed-ended
investment company incorporated and
registered in Guernsey on 20 April 2010 with registration number
51774. 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 ("GFSC").
It is a non-cellular company limited by shares
and has been declared by the GFSC
to be a registered closed-ended collective
investment scheme. The Company trades on the Specialist Fund
Segment ("SFS") of the London Stock Exchange ("LSE").
The Company is a member of the
Association of Investment Companies (the "AIC") and is classified
within the Debt - Loans & Bonds Category.
Investment Objective
The Company's primary objective is
to provide investors with attractive risk-adjusted returns through
long-biased, opportunistic exposure to stressed, distressed and
special situation credit-related investments while seeking to limit
downside risk by, amongst other things, focusing on senior and
senior secured debt with both collateral and structural
protection.
Investment Policy
More information on the Company's
investment policy is provided on page 4 of the Annual Report and
Financial Statements for the year ended 31 December
2023.
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, amongst other things, certain
administrative services to the Company.
Share Capital
As at 30 June 2024 the Company's
share capital comprised the following1:
Ordinary Share Class ("NBDD")
15,382,770 Ordinary Shares, none
of which were held in treasury
Extended Life Share Class ("NBDX")
44,234,790 Extended Life
Shares, none of which were held in treasury.
New Global Share Class ("NBDG")
27,821,698 New Global Shares, none
of which were held in treasury.
For the purposes of efficient
portfolio management, the Company has established a number of
wholly-owned subsidiaries domiciled in Luxembourg. All references
to the Company in this document refer to the Company together with
its wholly-owned subsidiaries.
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 pooled investment ("NMPI") products and
intends to continue to do so for the foreseeable future.
The Company's shares are excluded
from the FCA's restrictions which apply to NMPI
products.
Company Numbers
Ordinary Shares
LSE ISIN code:
GG00BDFZ6F78
Extended Life Shares
LSE ISIN code:
GG00BR88RQ95
New Global Shares
LSE ISIN code:
GG00BNTXRB08
Legal Entity Identifier
YRFO7WKOU3V511VFX790
Website
www.nbddif.com
1 In addition the Company has two Class A Shares in issue.
Further information is provided in the Capital Structure section of
this report below.
Capital Structure
The Company's share capital
consists of three different share classes, all of which are in the
harvest period: the Ordinary Share Class; the Extended Life Share
Class; and the New Global Share Class. These share classes each
have different capital return profiles and, in one instance a
different geographical remit. In addition, the Company has two
Class A Shares in issue. While the
Company's share classes are all now in harvest, returning capital
to shareholders, the Company's corporate umbrella itself has an
indefinite life to allow for flexibility for the Company to add new
share classes if demand, market opportunities and shareholder
approval supported such a move, although the Company has no current
plans to create new share classes. Each share class is considered
in turn below.
Ordinary Share Class
NBDD was established at the
Company's launch on 10 June 2010 with a remit to invest in the
global distressed debt market with a focus on North America. The
investment period of NBDD expired on 10 June 2013.
Voting rights:
Yes
Denomination:
US Dollars
Hedging:
Portfolio hedged to US Dollars
Authorised share
capital:
Unlimited
Par value:
Nil
Extended Life Share Class
A vote was held at a class meeting
of NBDD shareholders on 8 April 2013 where the majority of
shareholders voted in favour of a proposed extension.
Following this meeting and with
the NBDD shareholders' approval of the extension, on 9 April 2013 a
new Class, NBDX, was created and the NBDX Shares were issued to 72%
of initial NBDD investors who elected to convert their NBDD Shares
to NBDX Shares. NBDX had a remit to invest in the global distressed
debt market with a focus on North America. The investment period of
NBDX expired on 31 March 2015.
Voting rights:
Yes
Denomination:
US Dollars
Hedging:
Portfolio hedged to US Dollars
Authorised share capital:
Unlimited
Par value:
Nil
New Global Share Class
NBDG was created on 4 March 2014
and had a remit to invest in the global distressed market with a
focus on Europe and North America. The investment period of NBDG
expired on 31 March 2017.
Voting rights:
Yes
Denomination:
Pound Sterling
Hedging:
Unhedged portfolio
Authorised share capital:
Unlimited
Par value:
Nil
Class A Shares
The Class A Shares are held by a
trustee pursuant to a purpose trust established under Guernsey law.
Under the terms of the Trust Deed the Trustee holds the Class A
Shares for the purpose of exercising the right to receive notice of
general meetings of the Company but the Trustee shall only have the
right to attend and vote at general meetings of the Company when
there are no other Shares of the Company in issue.
Voting rights:
No
Denomination:
US Dollars
Authorised share capital:
10,000 Class A Shares
Par value:
US Dollar $1
2024 INTERIM PERFORMANCE REVIEW | Financial Highlights
|
Financial Highlights
Key Figures
AS
At 30 June 2024 (UNAUDITED)
|
Ordinary
Share
Class
|
Extended Life Share
Class
|
New Global
Share
Class1
|
Aggregated
|
Net Asset Value ("NAV") ($
millions)
|
11.9
|
44.9
|
21.3
|
78.0
|
NAV per Share ($)
|
0.7743
|
1.0140
|
0.7645
|
-
|
Share Price ($)
|
0.620
|
0.5400
|
0.3666
|
-
|
NAV per Share (£)
|
-
|
-
|
0.6048
|
-
|
Share Price (£)
|
-
|
-
|
0.29
|
-
|
Premium /(Discount) to NAV per
Share
|
(19.93%)
|
(46.75%)
|
(52.05%)
|
-
|
Portfolio of Distressed
Investments ($ millions)
|
6.4
|
25.4
|
21.0
|
52.8
|
Cash and Cash Equivalents ($
millions)
|
4.4
|
14.0
|
0.2
|
18.6
|
Total Expense Ratio
("TER")2
|
1.28%
|
1.39%
|
2.90%
|
-
|
Ongoing Charges
3
|
1.24%
|
1.34%
|
2.86%
|
-
|
|
|
|
|
|
AS
At 31 December 2023 (AUDITED)
|
Ordinary
Share
Class
|
Extended Life Share
Class
|
New Global Share
Class1
|
Aggregated
|
Net Asset Value ("NAV") ($
millions)
|
12.4
|
45.6
|
22.1
|
80.1
|
NAV per Share ($)
|
0.8071
|
1.0312
|
0.7954
|
-
|
Share Price ($)
|
0.6900
|
0.5300
|
0.3952
|
-
|
NAV per Share (£)
|
-
|
-
|
0.6239
|
-
|
Share Price (£)
|
-
|
-
|
0.31
|
-
|
Premium /(Discount) to NAV per
Share
|
(14.51%)
|
(48.60%)
|
(50.32%)
|
-
|
Portfolio of Distressed
Investments ($ millions)
|
7.4
|
32.0
|
21.5
|
60.9
|
Cash and Cash Equivalents ($
millions)
|
4.3
|
11.9
|
0.3
|
16.5
|
Total Expense Ratio
("TER")2
|
1.28%
|
1.38%
|
2.21%
|
-
|
Ongoing Charges
3
|
1.22%
|
1.31%
|
2.17%
|
-
|
1 Stated in US Dollars, the £ price as at 30 June 2024 and 31
December 2023 converted to US Dollars using respective period/year
end exchange rates.
2 The TERs represent the operating expenses, as required by US
Generally Accepted Accounting Principles ("US GAAP"), expressed as
a percentage of average net assets.
3 In the period to 30 June 2024, the Company's Ongoing Charges
were 1.74%. This figure is based on an expense figure for the
period to 30 June 2024 of $688,133. This figure, which has been
prepared in accordance with AIC guidance represents the Company's
operating expenses, excluding finance costs payable, expressed as a
percentage of average net assets. Effective 18 March 2021, the
Investment Manager had waived its entitlement to all fees from the
Company. The Ongoing Charges by share class are disclosed
above.
Summary of Value in Excess of Original Capital
Invested
AS
At 30 June 2024
|
Ordinary
Share Class ($)
|
Extended Life
Share Class ($)
|
New Global
Share Class (£)
|
Original Capital Invested
|
(124,500,202)
|
(359,359,794)
|
(110,785,785)
|
Total Capital
Distributions
|
129,627,394
|
294,070,076
|
51,444,766
|
Total Income Distributions
1
|
3,166,835
|
20,695,255
|
5,070,285
|
Distributions as % of Original
Capital
|
107%
|
88%
|
51%
|
Total Buybacks
|
0
|
12,112,379
|
10,924,963
|
NAV
|
11,911,235
|
44,855,112
|
16,825,621
|
Total of NAV Plus Capital and Income
Returned ("Value")
|
144,705,464
|
371,732,822
|
84,265,635
|
Value in Excess of Original Capital
Invested
|
20,205,262
|
12,373,028
|
(26,520,150)
|
Value as % of Original Capital
Invested
|
116%
|
103%
|
76%
|
AS
At 31 December 2023
|
Ordinary
Share Class ($)
|
Extended Life
Share Class ($)
|
New Global
Share Class (£)
|
Original Capital Invested
|
(124,500,202)
|
(359,359,794)
|
(110,785,785)
|
Total Capital
Distributions
|
129,627,394
|
294,070,076
|
51,444,766
|
Total Income Distributions
1
|
3,166,835
|
20,695,255
|
5,070,285
|
Distributions as % of Original
Capital
|
107%
|
88%
|
51%
|
Total Buybacks
|
-
|
12,112,379
|
10,924,963
|
NAV
|
12,415,231
|
45,614,485
|
17,358,035
|
Total of NAV Plus Capital and Income
Returned ("Value")
|
145,209,460
|
372,492,195
|
84,798,049
|
Value in Excess of Original Capital
Invested
|
20,709,258
|
13,132,401
|
(25,987,736)
|
Value as % of Original Capital
Invested
|
117%
|
104%
|
77%
|
1 By way of dividend
2024 INTERIM PERFORMANCE REVIEW | Chairman's Statement
Chairman's Statement
I
am disappointed to have to report that the significant realisations
we had expected to occur during the first half of this year have
not yet materialised. While the reasons for this are varied, such
as the European economic environment which has not been favourable
for a capital market exit, changes in regulations and extended
negotiations on specific investment sales, we are engaged and
focused on harvesting the investments and returning capital to our
shareholders.
Company Performance
As at 30 June 2024, the Company
had returned a total of $132.8m or 107% of NBDD investors' original
capital of $124.5m, $326.9m or 91% of NBDX investors' original
capital of $359.4m and £67.4m or 61% of NBDG investors' original
capital of £110.8m. We remain in what we hope to be the final
stages of harvesting a number of investments and we will keep
investors informed as they occur. It is our intention to fully
harvest NBDD during the next 12 months, subject to market
conditions, and with this in mind the Investment Manager continues
to evaluate all options. The Board continues to monitor all costs
to ensure that they are appropriate as we are conscious that
shareholders may be concerned about the impact of costs on a
reducing portfolio during the harvest period. We would therefore
remind shareholders that our investment manager no longer charges
any fees.
Annual General Meeting ("AGM") Results
While all of the resolutions
tabled at our Annual General Meeting held on 26 June 2024 were
passed I would note the significant number of votes against
buybacks. As previously mentioned the Board does not expect to
carry out any buybacks preferring to make all returns of capital
via share redemptions. However, your Board thought it prudent to
keep this option open lest an unexpected situation arose where a
buyback would be extremely advantageous to the remaining
shareholders.
My own re-election received some
opposition which is easily understood given my unanticipated
extended tenure. I am grateful that my Board colleagues remain
supportive of my continuing in office and that this view was
supported by nearly 80% of the votes cast. I look forward to
continuing to work with all my colleagues to secure the earliest
possible winding up of our Company.
Board Composition, Independence and
Diversity
Due to the expected wind up of the
fund it is not considered appropriate or practical to refresh the
board at present and we believe the results of the relevant AGM
resolutions endorse this approach.
Distributions
We will continue to put our income
distribution policy to a shareholder vote at each annual general
meeting. I would like to remind shareholders that such
distributions occur on an ad-hoc basis and are not expected to be
either material or equal for each share class.
Outlook
As I said in previous reports, the
final distributions from each share class have been delayed. The
Ordinary class of shares is expected to be the first to commence
the final wind-up process in the next 12 months, followed by the
Extended share class and then the New Global share class. As is
normally the case with investment companies, as opposed to those
with commercial undertakings, this does not currently have any
material impact on the Company's ability to continue as a going
concern or to remain viable. However, the whole process must be
managed in a way that ensures compliance with UK regulations. The
Extended and Global classes will continue to distribute until their
net assets are reduced to approximately $37.3m and £8.4m
respectively. In certain cases, the cash associated with these
share classes will need to remain in underlying corporate vehicles
while tax and other matters relating to those vehicles are
concluded. We will keep investors appraised of developments in
respect of the remaining assets.
For regulatory reasons, the final
10% of the total return (NAV plus cumulative distributions) in
respect of any class of participating shares in the Company will be
returned to shareholders with a final compulsory redemption of all
of the outstanding shares of that class.
On behalf of the Board, I would
like to thank our longstanding shareholders for your support of our
Company. We look forward to updating you further on investment
realisations throughout this year.
John Hallam
Chairman
28 August 2024
2024 INTERIM PERFORMANCE REVIEW | Investment Manager's Report
Ordinary Share Class
Summary
The NAV per share decreased by
4.06% for the period ended 30 June 2024. During the first half of
2024 financial markets focused on moderating, albeit sticky,
inflation trends combined with the resilience of the US economy.
Looking ahead, investors will continue to monitor multiple trends
including economic growth dynamics, the ultimate destination of
interest rates and geopolitical events. All could lead to elevated
volatility over the next 12 months and beyond. Given these
circumstances, the timing and quantum of any financial impact on
the portfolio remain difficult to predict. Despite the uncertainty,
the investment manager remains committed to realising the
investments in an orderly manner and winding down the share class
as soon as practicable, but there is one asset we are working
through which will determine the final distribution date. Currently
we are in what we hope to be the final stages of harvesting a
number of investments and we will keep investors informed as they
occur. Although this is not happening as fast as we had hoped it is
our intention to fully harvest NBDD during the next 12
months.
Portfolio Update
NBDD ended the period with a NAV
per share of $0.7743 compared to $0.8071 at end of 2023. The NAV
decrease was principally driven by a decrease in value of a surface transport investment.
As of 30 June 2024, 55% of NBDD's NAV was
invested in distressed assets, and $4M in US Government securities
which represented a further 45% of NAV, with a minimal amount cash net of payables (see table below).
Cash balances will continue to increase as assets are realised,
subject to variations in collateral cash, but as noted previously
cannot be distributed until the final liquidation of the share
class. The portfolio consists of 4 issuers across 3 sectors being
containers & packaging, surface transportation and financial
intermediaries.
Cash Analysis
|
|
Balance Sheet - Cash
|
$4.4m
|
Collateral cash
|
($3.1m)
|
Other payables
|
($0.0m)
|
Total available cash
|
$1.3m
|
Significant Price Movement during period ended 30 June 2024
(more than 1% of NBDD NAV or approximately
$120,000)
INDUSTRY
|
INSTRUMENT
|
TOTAL RETURN
(US DOLLARS MILLIONS)
|
Financial
Intermediaries
|
Private Equity
|
0.1
|
Surface Transport
|
Total Return Swap
|
(0.2)
|
Containers &
Packaging
|
Private Equity
|
(0.6)
|
Exits
During the period ended 30 June
2024, we had two exits. The total number of exits since inception
in NBDD is 53, with a total return of $29.3m.
Distributions
To date, $132.8m or 107% of
original capital has been distributed to investors in the form of
capital distributions via redemptions and income dividends. Total
value to investors including NAV and all distributions paid is
$144.7m (116% of original capital). For regulatory reasons, the
final 10% of the total return (NAV plus cumulative distributions)
in respect of any class of participating shares in NBDDIF will be
returned to shareholders with a final compulsory redemption of all
the outstanding shares of that class. The next distribution for
NBDD will be the final distribution to shareholders and will wind
down the share class. Our current expectation is to wind down the
share class in 2025, assuming supportive market conditions. We will
continue to update investors as we gain clarity on the
realisations.
Extended Life Share Class
Summary
The NAV per share decreased by
1.66% for the period ended 30 June 2024. During the first half of 2024 financial markets focused on
moderating, albeit sticky, inflation trends combined with the
resilience of the US economy. Looking ahead, investors will
continue to monitor multiple trends including economic growth
dynamics, the ultimate destination of interest rates and
geopolitical events. All could lead to elevated volatility over the
next 12 months and beyond. Given these circumstances, the timing
and quantum of any financial impact on the portfolio remain
difficult to predict. Despite the uncertainty, the investment
manager remains committed to realising the investments in an
orderly manner and winding down the share class as soon as
practicable, but there is one asset we are working through which
will determine the final distribution date. Currently we are in
what we hope to be the final stages of harvesting a number of
investments and we will keep investors informed as they occur.
Although this is not happening as fast as we had hoped it is our
intention to fully harvest NBDX during the next 12 months or
so.
Portfolio Update
NBDX ended the period with a NAV
per share of $1.0140 compared to $1.0312 at end of 2023. As of 30
June 2024, 86% of NBDX's NAV was invested in distressed assets, and
$1.9M in US Government securities which represented a further 14%
of NAV with cash net of payables (see table below). Cash balances
will continue to increase as assets are realised, subject to
variations in collateral cash, but as noted previously not all can
be distributed until the final liquidation of the share class. The
NAV per share decrease during the year was principally
driven by a decrease in value of an automobile
components investment, offset by an increase in value of a
packaging investment and two surface transport investments.
The NBDX portfolio consists of 7 issuers across 5
sectors being surface transportation, financial intermediaries,
containers & packaging, oil & gas and lodging &
casinos.
Cash Analysis
|
|
Balance Sheet - Cash
|
$13.3m
|
Collateral cash
|
($7.9m)
|
Other payables
|
($1.1m)
|
Total available cash
|
$4.3m
|
Significant Price Movements during period ended 30 June 2024
(approximately 1% of NBDX NAV or $450,000)
INDUSTRY
|
INSTRUMENT
|
TOTAL RETURN
(USD MILLIONS)
|
Financial
Intermediaries
|
Private Equity
|
1.6
|
Automobile
components
|
Private
Equity
|
(1.2)
|
Containers &
Packaging
|
Private Equity
|
(1.6)
|
Exits
During period ended 30 June 2024,
we had two exits. The total number of exits since inception in NBDX
to 73 with total return of $37.8m.
Distributions
NBDX made no distributions during
the period. The total distributions to date (dividends, redemptions
and buy-backs) amount to $326.9m or 91% of original capital. Total
value to investors including NAV and all distributions paid is
$371.7m or 103% of original capital. For regulatory reasons, the
final 10% of total return in respect of any class of participating
shares in NBDDIF will be returned to shareholders with the final
compulsory redemption of all the outstanding shares of that class.
The investment manager has undertaken a review of all the
investments in the light of a changed market and we have updated
the distribution schedule for the investments based on current
expectations. Our current expectation is to wind down the share
class in 2025, assuming supportive market conditions. We will
continue to update investors as we gain clarity on the
realisations.
New Global Share Class
Summary
The NAV per share decreased by
3.07% for the period ended 30 June 2024. During the first half of 2024 financial markets focused on
moderating, albeit sticky, inflation trends combined with the
resilience of the US economy. Looking ahead, investors will
continue to monitor multiple trends including economic growth
dynamics, the ultimate destination of interest rates and
geopolitical events. All could lead to elevated volatility over the
next 12 months and beyond. Given these circumstances, the timing
and quantum of any financial impact on the portfolio remain
difficult to predict. Despite the uncertainty, the investment
manager remains committed to realising the investments in an
orderly manner and winding down the share class as soon as
practicable. Currently we are in what we hope to be the final
stages of harvesting a number of investments and we will keep
investors informed as they occur. Although this is not happening as
fast as we had hoped it is our intention to fully harvest NBDG
during the next 12 months or so.
Portfolio Update
NBDG ended the period with a NAV
per share of £0.6048 compared to £0.6239 at the end of 2023. As of
30 June 2024, 99.7% of NBDG's NAV was invested in distressed assets
and 0.3% of NAV with a minimal amount of cash net of payables (see
table below). NAV per share decreased during the year principally
due to a reduction in value of a lodging
& casino investment and an automobile components investment,
offset by an increase in value of a surface transport investment.
The portfolio consisted of 4 issuers
across 4 sectors being lodging & casinos, commercial mortgage,
surface transport and oil & gas.
Cash Analysis
|
|
Balance Sheet - Cash
|
$0.2m
|
Other payables
|
($0.2m)
|
Total available cash
|
$ 0.0m
|
There were no notable events
during period ended 30 June 2024.
Significant Price Movements during period ended 30 June, 2024
(approximately 1% of NBDG NAV or £170,000)
INDUSTRY
|
INSTRUMENT
|
TOTAL RETURN
(USD MILLIONS)
|
Surface Transport
|
Bank
Debt Investments
|
0.3
|
Automobile Components
|
Private Equity
|
(0.5)
|
Surface Transport
|
Bank Debt Investments
|
(0.2)
|
Exits
During the period ended 30 June
2024, there was one exit. The total number of exits since inception
is 33 with a total return of £ (10.4)m. Detailed descriptions of
the exits are at the end of this report.
Distributions
NBDG made no distributions during
the period. The total distributions to date (dividends,
redemptions, and buy-backs) have been £67.4m or 61% of original
capital. Total value to investors including NAV and all
distributions paid is £84.3m or 76% of original capital. For
regulatory reasons, the final 10% of total return in respect of any
class of participating shares in NBDDIF will be returned to
shareholders with the final compulsory redemption of all the
outstanding shares of that class. The investment manager has
undertaken a review of all the investments in the light of a
changed market and we have updated the distribution schedule for
the investments based on current expectations. Our current
expectation is to wind down the share class in 2025, assuming
supportive market conditions. We will continue to update investors
as we gain clarity on the realisations.
Summary of Exits across all Share Classes
Exits experienced from inception to
date were as follows:
NBDD 53 exits with a total return of
$29.3m, IRR1
of 8% and ROR of 16%
NBDX 73 exits with a total return of
$37.8m, IRR1
of 2% and ROR of 7%
NBDG 33 exits with a total return of
£ (10.4) m, IRR1
of (8) % and ROR of (8) %
The annualised internal rate of
return ("IRR") is computed based on the actual dates of the cash
flows of the security (purchases, sales, interest and principal pay
downs), calculated in the base currency of each portfolio. The Rate
of Return ("ROR") represents the change in value of the security
(capital appreciation, depreciation, and income) as a percentage of
the purchase amount. The purchase amount can include multiple
purchases. Total Return represents the inception to date gain/loss
on an investment.
Exit A2 (Exit 33 for NBDG)
Exit A2
|
Exit
|
Cash
Invested
(millions)
|
Cash
Received
(millions)
|
Total
Return
(millions)
|
IRR
|
ROR
|
Months
Held
|
NBDG
|
33
|
£12.2
|
£3.9
|
£
(8.2)
|
(46.2)
%
|
(67.6)
%
|
120
|
Exit A3 & A4 (Exit 72 & 73 for
NBDX)
Exit A3
|
Exit
|
Cash
Invested
(millions)
|
Cash
Received
(millions)
|
Total
Return
(millions)
|
IRR
|
ROR
|
Months
Held
|
NBDX
|
72
|
$36.8
|
$15.1
|
$(21.7)
|
(44.4)
%
|
(59.0)%
|
131
|
Exit A4
|
Exit
|
Cash
Invested
(millions)
|
Cash
Received
(millions)
|
Total
Return
(millions)
|
IRR
|
ROR
|
Months
Held
|
NBDX
|
73
|
$20.0
|
$2.5
|
$(17.5)
|
(20.3)
%
|
(87.4)%
|
131
|
Exit Z & A1 (Exit 52 & 53 for NBDD)
Exit Z
|
Exit
|
Cash
Invested
(millions)
|
Cash
Received
(millions)
|
Total
Return
(millions)
|
IRR
|
ROR
|
Months
Held
|
NBDD
|
52
|
$7.1
|
$2.4
|
$(4.7)
|
(55.2)
%
|
(66.3)
%
|
131
|
Exit A1
|
Exit
|
Cash
Invested
(millions)
|
Cash
Received
(millions)
|
Total
Return
(millions)
|
IRR
|
ROR
|
Months
Held
|
NBDD
|
53
|
$1.6
|
$0.2
|
$(1.4)
|
(19.8)
%
|
(86.5)
%
|
131
|
Neuberger Berman Investment Advisers LLC
Neuberger Berman Europe
Limited
28 August
2024
28 August 2024
2024 INTERIM PERFORMANCE REVIEW | Portfolio Information
Portfolio Information
Ordinary Share Class
Holdings1 as at 30 June 2024
Holding
|
Sector
|
Purchased Instrument
|
Status
|
Country
|
%
of NAV
|
Primary Asset
|
1
|
Surface
Transport2
|
Trade Claim
|
Defaulted
|
Brazil
|
30%
|
Municipal Claim
|
2
|
Specialty Packaging
|
Post-Reorg Equity
|
Post-Reorg
|
Luxembourg
|
17%
|
Manufacturing Plant and
Equipment
|
3
|
Financial Intermediaries
|
Secured Notes
|
Post-Reorg
|
US
|
2%
|
Cash & Securities
|
Total
|
|
|
|
|
49%
|
|
Sector Breakdown3
For
Investment Structure of the Company, click on, or paste the
following link into your web browser, to view page 1 in the
associated PDF document]
http://www.rns-pdf.londonstockexchange.com/rns/0631C_1-2024-8-28.pdf
1
Ordinary Share Class holds three investments by
issuer.
2 As at 30 June 2024 collateral pledged is included in the
Surface Transport Market Value.
3 Categorisations determined by Neuberger Berman; percentages
determined by Neuberger Berman and U.S Bank Global Fund Services
(Guernsey) Limited / U.S. Bank Global Fund Services (Ireland)
Limited as Administrator / Sub-Administrator to the Company.
Surface Transport - Trade Claims have not been included in the
Sector breakdown chart.
[For Investment Structure of the Company, click on, or paste
the following link into your web browser, to view page 2 in the
associated PDF document]
http://www.rns-pdf.londonstockexchange.com/rns/0631C_1-2024-8-28.pdf
4 Categorisations determined by Neuberger Berman and
percentages determined by the Administrator, as a percentage of the
net asset values as at 30 June 2024 and 31 December
2023.
5 As at 30 June 2024 collateral pledged is included in the
Brazil Market Value.
Extended Life Share Class
Holdings1 as at 30 June 2024
Holding
|
Sector
|
Purchased Instrument
|
Status
|
Country
|
% of NAV
|
Primary Asset
|
1
|
Surface
Transport2
|
Trade Claim
|
Defaulted
|
Brazil
|
21%
|
Municipal Claim
|
2
|
Oil & Gas
|
Post-Reorg Equity
|
Post-Reorg
|
US
|
18%
|
Ethanol Plant
|
3
|
Specialty Packaging
|
Post-Reorg Equity
|
Post-Reorg
|
Luxembourg
|
12%
|
Manufacturing Plant and
Equipment
|
4
|
Surface Transport
|
Secured Loan
|
Defaulted
|
Spain
|
11%
|
Concession
|
5
|
Commercial Mortgage
|
Secured Loan
|
Defaulted
|
Netherlands
|
10%
|
Commercial Real Estate
|
6
|
Specialty Packaging
|
Post-Reorg Equity
|
Post-Reorg
|
Luxembourg
|
2%
|
Manufacturing Plant and
Equipment
|
Total
|
|
|
|
|
74%
|
|
Sector Breakdown3
[For Investment Structure of the Company, click on, or paste
the following link into your web browser, to view page 3 in the
associated PDF document]
http://www.rns-pdf.londonstockexchange.com/rns/0631C_1-2024-8-28.pdf
1 Extended Share Class holds 6 investments by
issuer.
2 As at 30 June 2024 collateral pledged is included in the
Surface Transport Market Value.
3 Categorisations determined by Neuberger Berman; percentages
determined by Neuberger Berman and U.S Bank Global Fund Services
(Guernsey) Limited / U.S. Bank Global Fund Services (Ireland) as
Administrator / Sub-Administrator to the Company. Surface Transport
- Trade Claims have not been included in the Sector breakdown
chart.
[For Investment Structure of the Company, click on, or paste
the following link into your web browser, to view page 4 in the
associated PDF document]
http://www.rns-pdf.londonstockexchange.com/rns/0631C_1-2024-8-28.pdf
4 Categorisations determined by Neuberger Berman and
percentages determined by the Administrator, as a percentage of the
net asset values as at 30 June 2024 and 31 December
2023.
5 As at 30 June 2024 collateral pledged is included in the
Brazil Market Value.
New
Global Share Class
Holdings1 as at 30 June 2024
Holding
|
Sector
|
Purchased Instrument
|
Status
|
Country
|
%
of NAV
|
Primary Asset
|
1
|
Lodging & Casino
|
Secured Loan / Private
Equity
|
Current
|
Spain
|
35%
|
Hotel/Casino
|
2
|
Commercial Mortgage
|
Secured Loan
|
Defaulted
|
Netherlands
|
27%
|
Commercial Real Estate
|
3
|
Surface Transportation
|
Secured Loan
|
Defaulted
|
Spain
|
23%
|
Legal Claim
|
4
|
Oil & Gas
|
Private Equity
|
Post-Reorg
|
US
|
15%
|
Ethanol Plant
|
Total
|
|
|
|
|
100%
|
|
Sector Breakdown2
[For Investment Structure of the Company, click on, or paste
the following link into your web browser, to view page 5 in the
associated PDF document]
http://www.rns-pdf.londonstockexchange.com/rns/0631C_1-2024-8-28.pdf
1 Global Share Class holds 4 investments by issuer
2 Categorisations determined by Neuberger Berman; percentages
determined by Neuberger Berman and U.S Bank Global Fund Services
(Guernsey) Limited / U.S. Bank Global Fund Services (Ireland)
Limited as Administrator / Sub-Administrator to the
Company.
[For Investment Structure of the Company, click on, or paste
the following link into your web browser, to view page 6 in the
associated PDF document]
http://www.rns-pdf.londonstockexchange.com/rns/0631C_1-2024-8-28.pdf
3
Categorisations determined by Neuberger Berman and percentages
determined by the Administrator, as a percentage of the net asset
values as at 30 June 2024 and 31 December 2023.
2024 INTERIM PERFORMANCE REVIEW | GOVERNANCE
|
Interim Management Report and
Directors' Responsibility Statement
Principal and Emerging Risks and
Uncertainties
The principal and emerging risks
of the Company are in the following areas:
·
investment activity and performance;
·
principal risks associated with harvest periods;
·
level of premium or discount;
·
market price risk;
·
fair valuation of illiquid assets;
·
accounting, legal and regulatory risk;
·
operational risk;
These risks, and the way in which
they are managed, are described in more detail in the Strategic
Report on pages 23 to 24 of the Company's latest annual report and
audited financial statements for the year ended 31 December 2023,
which can be found on the Company's website at
https://www.nbddif.com/pdf/NB_Distressed_Debt_31_12_2023_US_GAAP.pdf.
The Board's view is that these risks remain appropriately
identified for the remainder of 2024.
In addition to the Principal
Risks, the Company has considered the ongoing global geopolitical
events and the risks associated with their potential impact on
asset values, and while no direct impact has been identified,
values are affected by their impact on the global economy. To
manage these risks further, the Investment Manager reviews time to
realisation quarterly to ensure balance between timing and
value.
Going Concern
The financial position of the
Company is set out below. In addition, note 4 to the Unaudited
Consolidated Interim Financial Statements includes the Company's
objectives, policies and processes for managing its capital, its
financial risk management and its exposures to credit risk and
liquidity risk.
The Directors have undertaken a
rigorous review of the Company's ability to continue as a going
concern including reviewing the on-going cash flows and the level
of cash balances, the likely liquidity of investments and any
income deriving from those investments as of the reporting date as
well as taking into consideration the impact of emerging risks and
have determined that the Company has adequate financial resources
to meet its liabilities as they fall due.
As there is no plan to liquidate
the Company imminently and having reassessed the
principal and emerging risks, the Directors consider it appropriate to prepare the
Unaudited Consolidated Interim Financial Statements (the "Financial
Statements") on a going concern basis.
Related Party Transactions
The contracts with the Investment
Manager and Directors are the only related party transactions
currently in place. Other than fees
payable in the ordinary course of business, there have been no
material transactions with related parties, which have affected the
financial position or performance of the Company in the six month
period ended 30 June 2024. Additional related party disclosures are
given in Note 6 to the Unaudited Consolidated Interim Financial
Statements below.
Directors' Responsibilities Statement
The Board of Directors confirms
that, to the best of its knowledge:
·
The Financial Statements have been prepared in
conformity with US generally accepted accounting principles ("US
GAAP"), give a true and fair view of the assets, liabilities,
financial position and the return of the undertakings included in
the consolidation as a whole as required by DTR 4.2.4R of
the Disclosure Guidance and Transparency
Rules ("DTR") of the UK's Financial Conduct Authority
(the "UK FCA"); and
· The combination of the Chairman's Statement, the Investment
Manager's Report, this Interim Management Report and the notes to
the Financial Statements meet the requirements of an interim
management report, and include a fair view of the information
required by:
1. DTR
4.2.7R, being an indication of important events that have occurred
during the first six months of the current financial year and their
impact on the set of financial statements together with a
description of the principal risks and uncertainties for the
remaining six months of the year; and
2. DTR
4.2.8R, being related party transactions that have taken place in
the first six months of the current financial year and that have
materially affected the financial position or performance of the
Company during that period; and any changes in the related party
transactions described in the last annual report that could do
so.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Company's website and for the
preparation and dissemination of Financial Statements. Legislation
in Guernsey governing the preparation and dissemination of the
Financial Statements may differ from legislation in other
jurisdictions.
These Interim Report and Financial
Statements have been reviewed by the Company's auditor and their
report is set out on below.
By order of the Board
John Hallam
Christopher Legge
Chairman
Director
28 August 2024
28
August 2024
2024 INTERIM PERFORMANCE REVIEW | GOVERNANCE
|
Independent Review Report to NB
Distressed Debt Investment Fund Limited
Conclusion
We have been engaged by NB Distressed Debt Investment
Fund Limited (the "Company") to review the consolidated
financial statements (the "financial statements") in the
half-yearly financial report for the six months ended 30 June 2024
of the Company and its subsidiaries (together, the "Group"), which
comprises the unaudited consolidated statement of assets and
liabilities, the unaudited consolidated statement of operations,
the unaudited consolidated statement of changes in net assets, the
unaudited consolidated statement of cash flows, the unaudited
consolidated condensed schedule of investments and the related
explanatory notes.
Based on our review, nothing has come to our
attention that causes us to believe that the financial statements
in the half-yearly financial report for the six months ended 30
June 2024 do not give a true and fair view of the financial
position of the Group as at 30 June 2024 and of its financial
performance and its cash flows for the six month period then
ended, in accordance with U.S. generally accepted accounting
principles and the Disclosure Guidance and Transparency Rules ("the
DTR") of the UK's Financial Conduct Authority ("the UK FCA").
Scope of review
We conducted our review in accordance with
International Standard on Review Engagements (UK) 2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity ("ISRE (UK) 2410") issued
by the Financial Reporting Council for use in the UK. A
review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. We read the other information contained in the
half-yearly financial report and consider whether it contains any
apparent misstatements or material inconsistencies with the
information in the financial statements.
A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusions relating to going
concern
Based on our review procedures, which are less
extensive than those performed in an audit as described in the
Scope of review section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures
performed in accordance with ISRE (UK) 2410. However future events
or conditions may cause the the Group and the Company to cease to
continue as a going concern, and the above conclusions are not a
guarantee that the the Group and the Company will continue in
operation.
Directors' responsibilities
The half-yearly financial report is the
responsibility of, and has been approved by, the directors. The
directors are responsible for preparing the interim financial
report in accordance with the DTR of the UK FCA.
The financial statements included in this
interim report have been prepared in accordance with U.S. generally
accepted accounting principles.
In preparing the half-yearly financial report, the
directors are responsible for assessing the Group'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.
Our responsibility
Our responsibility is to express to the Company a
conclusion on the financial statements in the half-yearly financial
report based on our review. Our conclusion, including our
conclusions relating to going concern, are based on procedures that
are less extensive than audit procedures, as described in the scope
of review paragraph of this report.
The purpose of our review work and to whom we
owe our responsibilities
This report is made solely to the Company in
accordance with the terms of our engagement letter to assist the
Company in meeting the requirements of the DTR of the UK FCA. Our
review has been undertaken so that we might state to the Company
those matters we are required to state to it in this report and for
no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the
Company for our review work, for this report, or for the
conclusions we have reached.
Andrew J. Salisbury
For and on behalf of KPMG Channel
Islands Limited
Chartered Accountants
Guernsey
28 August 2024
FINANCIAL STATEMENTS | Unaudited Consolidated Statement of Assets and
Liabilities
Unaudited Consolidated Statement of
Assets and Liabilities
AS
AT 30 JUNE 2024 AND 31 DECEMBER 2023
(EXPRESSED IN US DOLLARS EXCEPT WHERE STATED
OTHERWISE)
|
30 JUNE
2024
(UNAUDITED)
|
|
31 December
2023
(AUDITED)
|
Assets
|
|
|
|
Investments, at fair value (2024:
cost of $68,194,515; 2023: cost of $90,284,529)
|
52,740,364
|
|
60,883,590
|
Forward currency contracts, at fair
value
|
1,005,944
|
|
18,235
|
Total Return Swaps, at fair value
(2024: cost of $Nil, 2023: cost of $Nil)
|
1,948,978
|
|
3,648,201
|
Cash and cash equivalents
|
7,780,956
|
|
4,809,578
|
Restricted cash:
|
|
|
|
Forward currency contracts collateral
|
-
|
|
790,000
|
Total return swap
collateral |
10,970,000
|
|
10,970,000
|
|
74,446,242
|
|
81,119,604
|
Other assets
|
|
|
|
Interest receivables
|
503,121
|
|
691,898
|
Receivables for investments
sold
|
4,122,515
|
|
-
|
Other receivables and
prepayments
|
28,029
|
|
57,691
|
Withholding tax
receivable
|
251,051
|
|
251,051
|
Total assets
|
79,350,958
|
|
82,120,244
|
|
|
|
|
Liabilities
|
|
|
|
Forward currency contracts,
at fair value
|
15,780
|
|
1,545,570
|
Accrued expenses and other
liabilities
|
463,178
|
|
395,627
|
Credit default swap, at fair value
(2024: cost of $11,279; 2023: cost of $19,860)
|
16,386
|
|
21,309
|
Due to Broker
|
820,000
|
|
-
|
Total liabilities
|
1,315,344
|
|
1,962,506
|
|
|
|
|
Net
assets
|
78,035,614
|
|
80,157,738
|
|
|
|
|
Net
assets attributable to Ordinary Shares (shares 2024:
15,382,770;
2023: 15,382,770)
|
11,911,235
|
|
12,415,231
|
Net
asset value per Ordinary Share
|
0.7743
|
|
0.8071
|
|
|
|
|
Net
assets attributable to Extended Life Shares (shares 2024:
44,234,790;
2023: 44,234,790)
|
44,855,112
|
|
45,614,485
|
Net
asset value per Extended Life Share
|
1.0140
|
|
1.0312
|
|
|
|
|
Net
assets attributable to New Global Shares (shares
2024: 27,821,698;
2023: 27,821,698)
|
16,825,621
|
|
£17,358,035
|
Net
asset value per New Global Share
|
£0.6048
|
|
£0.6239
|
|
|
|
|
Net
assets attributable to New Global Shares (USD
equivalent)
|
21,269,267
|
|
22,128,022
|
Net
asset value per New Global Share (USD equivalent)
|
0.7645
|
|
0.7954
|
The Unaudited Consolidated Interim
Financial Statements were approved and authorised for issue by the
Board of Directors on 28 August 2024 and signed on its behalf
by:
John
Hallam
Christopher Legge
Chairman
Director
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim
Financial Statements.
FINANCIAL STATEMENTS | Unaudited Consolidated Statement of Operations
Unaudited Consolidated Statement of
Operations
|
FOR
THE SIX MONTH PERIOD ENDED 30 JUNE 2024 AND 30 JUNE
2023 (UNAUDITED)
(EXPRESSED IN US DOLLARS)
|
|
30 june
2024
(unaudited)
|
|
|
30 june
2023
(unaudited)
|
Income
|
|
|
|
|
|
Interest income
|
|
1,539,010
|
|
|
1,196,890
|
|
|
1,539,010
|
|
|
1,196,890
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
Professional and other
expenses
|
|
298,802
|
|
|
175,548
|
Audit fee
|
|
135,634
|
|
|
133,039
|
D&O Insurance fee
|
|
57,301
|
|
|
57,301
|
Company Secretary fee
|
|
58,671
|
|
|
53,092
|
Administration fee
|
|
42,918
|
|
|
43,636
|
Loan administration and custody
fees
|
|
14,910
|
|
|
9,959
|
Directors' fees and
expenses
|
|
97,550
|
|
|
96,725
|
|
|
705,786
|
|
|
569,300
|
|
|
|
|
|
|
Net
investment income
|
|
833,224
|
|
|
627,590
|
|
|
|
|
|
|
Realised and unrealised (loss)/gain from investments and
foreign exchange
|
|
|
|
|
|
Net realised (loss)/gain on
investments, credit default swap, total return swap and forward
currency transactions
|
|
(16,391,216)
|
|
|
1,836,516
|
Net change in unrealised gain on
investments, credit default swap, total return swap and forward
currency transactions
|
|
13,435,868
|
|
|
1,050,289
|
|
|
|
|
|
|
Realised and unrealised (loss)/gain from investments and
foreign exchange
|
|
(2,955,348)
|
|
|
2,886,805
|
|
|
|
|
|
|
Net
(decrease)/increase in net assets resulting from
operations
|
|
(2,122,124)
|
|
|
3,514,395
|
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim Financial
Statements.
FINANCIAL STATEMENTS | Unaudited Consolidated Statement of Changes in Net
Assets
|
Unaudited Consolidated Statement
of Changes in Net Assets
FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2024
(UNAUDITED)
(EXPRESSED IN US DOLLARS)
|
30 jUNE
2024
Ordinary
Shares
|
30 jUNE
2024
Extended Life
Shares
|
30 jUNE
2024
New Global
Shares
|
30 jUNE
2024
Aggregated
|
Net
assets at the beginning of the period
|
12,415,231
|
45,614,485
|
22,128,022
|
80,157,738
|
|
|
|
|
|
Net investment income
|
6,556
|
399,596
|
427,072
|
833,224
|
Net realised loss on investments,
credit default swap and forward currency transactions
|
(998,209)
|
(14,455,094)
|
(937,913)
|
(16,391,216)
|
Net change in unrealised gain/(loss)
on investments, credit default swap and forward currency
transactions
|
487,657
|
13,296,125
|
(347,914)
|
13,435,868
|
|
|
|
|
|
Net
assets at the end of the period
|
11,911,235
|
44,855,112
|
21,269,267
|
78,035,614
|
FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2023
(UNAUDITED)
(EXPRESSED IN US DOLLARS)
|
30 JUNE
2023
Ordinary
Shares
|
30 JUNE
2023
Extended Life
Shares
|
30 JUNE
2023
New Global
Shares
|
30 JUNE
2023
Aggregated
|
Net
assets at the beginning of the period
|
11,890,321
|
58,477,990
|
24,778,428
|
95,146,739
|
|
|
|
|
|
Net investment income
|
11,102
|
188,164
|
428,324
|
627,590
|
Net realised gain/(loss) on
investments, credit default swap and forward currency
transactions
|
365,374
|
2,059,942
|
(588,800)
|
1,836,516
|
Net change in unrealised gain/(loss)
on investments, credit default swap and forward currency
transactions
|
(22,901)
|
(71,372)
|
1,144,562
|
1,050,289
|
Shares redeemed during the
period
|
-
|
(11,502,691)
|
(2,697,863)
|
(14,200,554)
|
|
|
|
|
|
Net
assets at the end of the period
|
12,243,896
|
49,152,033
|
23,064,651
|
84,460,580
|
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim Financial
Statements.
FINANCIAL STATEMENTS |
Unaudited Consolidated Statement of Cash Flows
Unaudited Consolidated Statement
of Cash Flows
FOR
THE SIX MONTH PERIOD ENDED 30 JUNE 2024 AND 30 JUNE
2023
(EXPRESSED IN US DOLLARS)
|
|
|
30 JUNE
2024
(UNAUDITED)
|
|
30 JUNE
2023
(UNAUDITED)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net (decrease)/increase in net
assets resulting from operations
|
|
(2,122,124)
|
|
3,514,395
|
|
|
|
|
|
|
|
Adjustment to reconcile net increase/(decrease) in net assets
resulting from operations to net cash flow provided by
operations:
|
|
|
|
|
|
Net realised loss/(gain) on
investments, credit default swap, total return swap and forward
currency transactions
|
|
16,391,216
|
|
(1,836,516)
|
|
Net change in unrealised gain on
investments, credit default swap, total return swap and forward
currency transactions
|
|
(13,435,868
|
|
(1,050,289)
|
|
Accretion of discount on loans and
bonds
|
|
28,106
|
|
63,648
|
|
Changes in due to broker
|
|
820,000
|
|
-
|
|
Changes in interest
receivable
|
|
188,777
|
|
159,288
|
|
Changes in receivables for
investments sold
|
|
(4,122,515)
|
|
458,607
|
|
Changes in other receivables and
prepayments
|
|
29,662
|
|
42,441
|
|
Changes in accrued expenses and
other liabilities
|
|
67,551
|
|
(30,379)
|
|
Cash received on settled forward
currency contracts and spot currency contracts
|
|
(152,212)
|
|
(2,334,367)
|
|
Capitalised payment in
kind
|
|
(1,385,257)
|
|
(1,101,998)
|
|
Purchase of investments
|
|
59,443
|
|
-
|
|
Sale of investments
|
|
5,827,588
|
|
16,897,272
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
2,194,367
|
|
14,782,102
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Shares redeemed during the
period
|
|
-
|
|
(14,200,554)
|
|
Net
cash used in from financing activities
|
|
-
|
|
(14,200,554)
|
|
|
|
|
|
|
|
Net
increase in cash, cash equivalents and restricted
cash
|
|
2,194,367
|
|
581,548
|
|
|
|
|
|
|
|
Cash and cash equivalents at the
beginning of the period
|
|
4,809,578
|
|
8,733,589
|
|
Restricted cash at the beginning of
the period
|
|
11,760,000
|
|
11,060,000
|
|
Effect of exchange rate changes on
cash and cash equivalents
|
|
(12,989)
|
|
32,059
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the
period
|
|
7,780,956
|
|
8,617,196
|
|
Restricted cash at the end of the period
|
|
10,970,000
|
|
11,790,000
|
|
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim Financial
Statements.
FINANCIAL STATEMENTS | Unaudited Consolidated Condensed Schedule of
Investments
Unaudited Consolidated Condensed
Schedule of Investments (by financial instrument)
AS AT 30 JUNE 2024 (UNAUDITED)
(EXPRESSED IN US
DOLLARS)
|
Cost
|
Fair Value
|
Ordinary
Shares
(%)1
|
Extended
Life
Shares
(%)1
|
New Global
Shares
(%)1
|
Total
Company
(%)1
|
Portfolio of Distressed Investments
|
|
|
|
|
|
|
Bank Debt Investments
|
46,813,473
|
27,205,578
|
-
|
21.04
|
83.53
|
34.86
|
Private Equity
|
14,082,302
|
19,543,097
|
19.45
|
31.23
|
15.14
|
25.04
|
|
|
|
|
|
|
|
Short term Investments
|
|
|
|
|
|
|
US Treasury Bills
|
7,298,740
|
5,991,689
|
34.07
|
4.31
|
-
|
7.68
|
|
|
|
|
|
|
|
Total Investments
|
68,194,515
|
52,740,364
|
53.52
|
56.58
|
98.67
|
67.58
|
Portfolio per share
class
|
|
|
|
|
|
|
Ordinary Shares
|
5,479,597
|
6,375,180
|
53.52
|
-
|
-
|
8.17
|
Extended Life Shares
|
28,511,139
|
25,378,285
|
-
|
56.58
|
-
|
32.52
|
New Global Shares
|
34,203,779
|
20,986,899
|
-
|
-
|
98.67
|
26.89
|
|
68,194,515
|
52,740,364
|
53.52
|
56.58
|
98.67
|
67.58
|
|
|
|
|
|
|
|
Credit Default Swap
|
|
|
|
|
|
|
Ordinary Shares
|
(11,279)
|
(4,593)
|
(0.04)
|
-
|
-
|
(0.01)
|
Extended Life Shares
|
(28,957)
|
(11,793)
|
-
|
(0.03)
|
-
|
(0.02)
|
|
(40,236)
|
(16,386)
|
(0.04)
|
(0.03)
|
-
|
(0.03)
|
|
|
|
|
|
|
|
Forward Currency Contracts
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Ordinary Shares
|
-
|
269,135
|
2.26
|
-
|
-
|
0.34
|
Extended Life Shares
|
-
|
736,809
|
-
|
1.64
|
-
|
0.94
|
|
-
|
1,005,944
|
2.26
|
1.64
|
-
|
1.28
|
Liabilities
|
|
|
|
|
|
|
Ordinary Shares
|
-
|
(4,131)
|
(0.03)
|
-
|
-
|
(0.01)
|
Extended Life Shares
|
-
|
(11,649)
|
-
|
(0.03)
|
-
|
(0.01)
|
|
-
|
(15,780)
|
(0.03)
|
(0.03)
|
-
|
(0.02)
|
|
|
|
|
|
|
|
Total Return Swap2
|
|
|
|
|
|
|
Ordinary Shares
|
-
|
544,221
|
4.57
|
-
|
-
|
0.70
|
Extended Life Shares
|
-
|
1,404,757
|
-
|
3.12
|
-
|
1.80
|
|
-
|
1,948,978
|
4.57
|
3.12
|
-
|
2.50
|
1 This is the Fair Value expressed as a percentage of total
Ordinary Share NAV, Extended Life Share NAV, New Global Share NAV
and Company NAV.
2 The trade claim was structured through a fully funded total
return swap with a major US financial institution. See Note
3.
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim Financial
Statements.
AS AT 31 DECEMBER 2023 (AUDITED)
(EXPRESSED IN US
DOLLARS)
|
Cost
|
Fair Value
|
Ordinary
Shares
(%)1
|
Extended
Life
Shares
(%)1
|
New Global
Shares
(%)1
|
Total
Company
(%)1
|
Portfolio of Distressed Investments
|
|
|
|
|
|
|
Bank Debt Investments
|
45,428,216
|
27,125,693
|
-
|
20.66
|
79.99
|
33.83
|
Private Equity
|
17,788,091
|
23,948,613
|
24.40
|
37.62
|
17.00
|
29.88
|
Private Note
|
19,741,373
|
3,724,142
|
2.22
|
7.56
|
-
|
4.65
|
|
|
|
|
|
|
|
Short term Investments
|
|
|
|
|
|
|
US Treasury Bills
|
7,326,847
|
6,085,142
|
33.20
|
4.30
|
-
|
7.59
|
|
|
|
|
|
|
|
Total Investments
|
90,284,527
|
60,883,590
|
59.82
|
70.14
|
96.99
|
75.95
|
Portfolio per share
class
|
|
|
|
|
|
|
Ordinary Shares
|
6,993,271
|
7,426,240
|
59.82
|
-
|
-
|
9.26
|
Extended Life Shares
|
48,959,822
|
31,996,330
|
-
|
70.14
|
-
|
39.92
|
New Global Shares
|
34,331,434
|
21,461,020
|
-
|
-
|
96.99
|
26.77
|
|
90,284,527
|
60,883,590
|
59.82
|
70.14
|
96.99
|
75.95
|
|
|
|
|
|
|
|
Credit Default Swap
|
|
|
|
|
|
|
Ordinary Shares
|
(5,567)
|
(5,973)
|
(0.05)
|
-
|
-
|
(0.01)
|
Extended Life Shares
|
(14,293)
|
(15,336)
|
-
|
(0.03)
|
-
|
(0.01)
|
|
(19,860)
|
(21,309)
|
(0.05)
|
(0.03)
|
-
|
(0.02)
|
|
|
|
|
|
|
|
Forward Currency Contracts
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Ordinary Shares
|
-
|
3,808
|
0.03
|
-
|
-
|
-
|
Extended Life Shares
|
-
|
14,427
|
-
|
0.03
|
-
|
0.02
|
|
-
|
18,235
|
0.03
|
0.03
|
-
|
0.02
|
Liabilities
|
|
|
|
|
|
|
Ordinary Shares
|
-
|
(348,550)
|
(2.81)
|
-
|
-
|
(0.44)
|
Extended Life Shares
|
-
|
(1,197,020)
|
-
|
(2.63)
|
-
|
(1.49)
|
|
-
|
(1,545,570)
|
(2.81)
|
(2.63)
|
-
|
(1.93)
|
|
|
|
|
|
|
|
Total Return Swap2
|
|
|
|
|
|
|
Ordinary Shares
|
-
|
1,018,720
|
8.21
|
-
|
-
|
1.27
|
Extended Life Shares
|
-
|
2,629,481
|
-
|
5.76
|
-
|
3.28
|
|
-
|
3,648,201
|
8.21
|
5.76
|
-
|
4.55
|
1 This is the Fair Value expressed as a percentage of total
Ordinary Share NAV, Extended Life Share NAV, New Global Share NAV
and Company NAV.
2 The trade claim was structured through a fully funded total
return swap with a major US financial institution. See Note
3.
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim Financial
Statements.
Investments with the following
issuers comprised greater than 5% of Total Company NAV
AS AT 30 JUNE 2024 (UNAUDITED)
(EXPRESSED IN US
DOLLARS)
|
Country
|
Industry
|
Nominal
|
Cost
|
Fair Value
|
Ordinary
Shares
(%)1
|
Extended
Life
Shares
(%)1
|
New
Global
Shares
(%)1
|
Total
Company
(%)1
|
Investments at fair value
|
|
|
|
|
|
|
|
|
|
White Energy Holding Company
LLC
(Private Equity, Ordinary Shares)
|
United
States
|
Oil
& Gas
|
367
|
9,174,989
|
11,254,667
|
-
|
17.91
|
15.14
|
14.42
|
AB Zwolle T/L2
EUR
31/12/2024
(Bank Debt Investments)
|
Netherlands
|
Commercial Mortgage
|
20,826,237
|
14,907,776
|
10,343,329
|
-
|
10.22
|
27.07
|
13.25
|
Package Holdings 1
(Private Equity, Ordinary Shares)
|
Luxembourg
|
Containers and Packaging
|
11,108,610
|
-
|
7,279,116
|
17.08
|
11.69
|
-
|
9.33
|
Package Holdings 6
(Private Equity, Ordinary
Shares)
|
Luxembourg
|
Containers and Packaging
|
2,948,481
|
1,893,980
|
1,009,315
|
2.37
|
1.62
|
-
|
1.29
|
TP Ferro Concesionaria T/L 1L 0.0%
31/03/2016
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
18,787,735
|
18,531,522
|
4,027,151
|
-
|
4.50
|
9.43
|
5.16
|
TP Ferro Concesionaria TP Ferro
T/L-A (First-Lien)
25% 31/12/2024
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
669,296
|
748,932
|
717,318
|
-
|
0.80
|
1.69
|
0.92
|
TP Ferro Concesionaria TP Ferro 1L
T/L-B EUR (First-Lien) EUR
25% 31/12/2024
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
408,630
|
408,630
|
408,630
|
-
|
0.46
|
0.96
|
0.52
|
TP Ferro PIK 5A 4/20
25% 01/06/2025
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
3,324,171
|
3,324,171
|
3,324,171
|
-
|
3.71
|
7.81
|
4.26
|
TP Ferro PIK 5C 7/23
25% 01/06/2025
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
289,531
|
289,531
|
289,531
|
-
|
0.32
|
0.68
|
0.37
|
TP Ferro PIK 5B 7/22
25% 01/06/2025
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
589,459
|
589,459
|
589,459
|
-
|
0.66
|
1.39
|
0.76
|
TP Ferro Concesionaria TP Ferro 1L
T/L-C (First-Lien)
25% 31/12/2024
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
336,358
|
336,358
|
336,358
|
-
|
0.37
|
0.79
|
0.43
|
Hotel Puerta America PIK T/L
EUR
7.25% 09/01/2025
(Bank Debt Investments)
|
Spain
|
Lodging
& Casinos
|
4,178,566
|
4,599,106
|
4,330,592
|
-
|
-
|
20.36
|
5.55
|
Hotel Puerta America PIK
Addon
7.25% 09/01/2025
EUR (Bank Debt Investments)
|
Spain
|
Lodging
& Casinos
|
1,649,372
|
1,796,090
|
1,709,380
|
-
|
-
|
8.04
|
2.19
|
Hotel Puerta America PIK PPL
EUR
0.00% 31/12/2024
(Bank Debt Investments)
|
Spain
|
Lodging
& Casinos
|
1,090,003
|
1,281,898
|
1,129,660
|
-
|
-
|
5.31
|
1.45
|
Hotel Puerta America EUR
(Private Equity, Ordinary Shares)
|
Spain
|
Lodging
& Casinos
|
934
|
3,013,332
|
-
|
-
|
-
|
-
|
-
|
US Treasury N/B
1.50% 02/15/30
(US Treasury Bills)
|
United
States
|
United
States
|
6,975,000
|
7,298,740
|
5,991,688
|
34.07
|
4.31
|
-
|
7.68
|
|
|
|
|
68,194,515
|
52,740,365
|
53.52
|
56.58
|
98.67
|
67.58
|
1 This is the Fair Value expressed as
a percentage of total Ordinary Share NAV,
Extended Life Share NAV, New Global Share NAV and Company
NAV.
2 Floating Rate Note (FRN) - variable coupon rate during the
period as per contract notice.
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim Financial
Statements.
Investments with the following
issuers comprised greater than 5% of Total Company NAV
AS AT 31 DECEMBER 2023 (AUDITED)
(EXPRESSED IN US
DOLLARS)
|
Country
|
Industry
|
Nominal
|
Cost
|
Fair Value
|
Ordinary
Shares
(%)1
|
Extended
Life
Shares
(%)1
|
New
Global
Shares
(%)1
|
Total
Company
(%)1
|
Investments at fair value
|
|
|
|
|
|
|
|
|
|
White Energy Holding Company
LLC
(Private Equity, Ordinary
Shares)
|
United
States
|
Oil
& Gas
|
367
|
9,174,989
|
11,010,000
|
-
|
17.23
|
14.24
|
13.74
|
AB Zwolle
T/L2 EUR
31/12/2024
(Bank Debt Investments)
|
Netherlands
|
Commercial Mortgage
|
20,223,504
|
14,595,720
|
10,879,528
|
-
|
10.57
|
27.37
|
13.57
|
Package Holdings 1
(Private Equity, Ordinary
Shares)
|
Luxembourg
|
Containers and Packaging
|
11,108,610
|
-
|
9,473,309
|
21.32
|
14.96
|
-
|
11.82
|
Package Holdings 6
(Private Equity, Ordinary
Shares)
|
Luxembourg
|
Containers and Packaging
|
2,948,481
|
1,893,980
|
1,313,564
|
2.97
|
6.38
|
-
|
1.64
|
TP Ferro Concesionaria T/L 1L 0.00%
31/03/2016
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
18,787,735
|
18,531,522
|
4,150,774
|
-
|
4.57
|
9.35
|
5.18
|
TP Ferro Concesionaria TP Ferro
T/L-A (First-Lien)
25% 31/12/2024
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
2,945,545
|
2,945,545
|
2,945,545
|
-
|
3.23
|
6.66
|
3.67
|
TP Ferro Concesionaria TP Ferro 1L
T/L-B EUR (First-Lien) EUR
25% 31/12/2024
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
593,063
|
666,784
|
655,127
|
-
|
0.72
|
1.48
|
0.82
|
TP Ferro PIK 5A 4/20
25% 01/06/2025
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
522,319
|
522,319
|
522,319
|
-
|
0.57
|
1.18
|
0.65
|
TP Ferro PIK 5C 7/23
25% 01/06/2025
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
361,262
|
361,262
|
361,262
|
1.00
|
0.40
|
0.82
|
0.45
|
TP Ferro PIK 5B 7/22
25% 01/06/2025
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
298,046
|
298,046
|
298,046
|
-
|
0.33
|
0.67
|
0.37
|
TP Ferro Concesionaria TP Ferro 1L
T/L-C (First-Lien)
25% 31/12/2024
(Bank Debt Investments)
|
Spain
|
Surface
Transport
|
256,553
|
256,553
|
256,553
|
-
|
0.28
|
0.58
|
0.32
|
Hotel Puerta America PIK T/L
EUR
7.25% 09/01/2025
(Bank Debt Investments)
|
Spain
|
Lodging
& Casinos
|
3,901,657
|
4,293,218
|
4,215,146
|
-
|
-
|
19.05
|
5.26
|
Hotel Puerta America PIK
Addon
7.25% 09/01/2025
EUR (Bank Debt Investments)
|
Spain
|
Lodging
& Casinos
|
1,540,070
|
1,675,349
|
1,663,811
|
-
|
-
|
7.52
|
2.08
|
Hotel Puerta America PIK PPL
EUR
0.00% 31/12/2024
(Bank Debt Investments)
|
Spain
|
Lodging
& Casinos
|
1,090,003
|
1,281,898
|
1,177,582
|
-
|
-
|
5.32
|
1.47
|
Hotel Puerta America EUR
(Private Equity, Ordinary Shares)
|
Spain
|
Lodging
& Casinos
|
934
|
3,013,332
|
-
|
-
|
-
|
-
|
-
|
US Treasury N/B
1.50% 02/15/30
(US Treasury Bills)
|
United
States
|
United
States
|
6,975,000
|
7,326,847
|
6,085,143
|
33.20
|
4.30
|
-
|
7.59
|
|
|
|
|
63,824,032
|
55,007,709
|
58.49
|
63.54
|
94.24
|
68.63
|
1 This is the Fair Value expressed as a percentage of
total Ordinary Share NAV, Extended Life
Share NAV, New Global Share NAV and Company NAV.
2 Floating Rate Note (FRN) -
variable coupon rate during the year as per contract
notice.
The
accompanying notes below are an integral part of the Unaudited
Consolidated Interim Financial Statements
.
Unaudited Consolidated Condensed Schedule
of Investments (by geography)
AS
AT 30 JUNE 2024
(UNAUDITED)
(EXPRESSED IN US DOLLARS)
|
|
Cost
|
Fair Value
|
Ordinary
Shares
(%)1
|
Extended
Life
Shares
(%)1
|
New Global
Shares
(%)1
|
Total
Company
(%)1
|
|
|
|
|
|
|
|
|
Geographic diversity of Portfolios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio of Distressed Investments
|
|
|
|
|
|
|
|
Luxembourg
|
|
1,893,980
|
8,288,431
|
19.45
|
13.31
|
-
|
10.62
|
Netherlands
|
|
14,907,776
|
10,343,329
|
-
|
10.22
|
27.07
|
13.25
|
Spain
|
|
34,919,030
|
16,862,248
|
-
|
10.83
|
56.46
|
21.61
|
United States
|
|
9,174,989
|
11,254,667
|
-
|
17.91
|
15.14
|
14.42
|
|
|
|
|
|
|
|
|
Short term Investments (US Treasury Bills)
|
|
|
|
|
|
|
|
United States
|
|
7,298,740
|
5,991,689
|
34.07
|
4.31
|
-
|
7.68
|
|
|
68,194,515
|
52,740,364
|
53.52
|
56.58
|
98.67
|
67.58
|
1 This is the Fair Value expressed
as a percentage of total Ordinary Share NAV, Extended Life Share
NAV, New Global Share NAV and Company NAV.
The
accompanying notes below are an integral part of the Unaudited
Consolidated Interim Financial Statements.
AS
AT 31 DECEMBER 2023
(AUDITED)
(EXPRESSED IN US DOLLARS)
|
|
Cost
|
Fair Value
|
Ordinary
Shares
(%)1
|
Extended
Life
Shares
(%)1
|
New Global
Shares
(%)1
|
Total
Company
(%)1
|
|
|
|
|
|
|
|
|
Geographic diversity of Portfolios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio of Distressed Investments
|
|
|
|
|
|
|
|
Luxembourg
|
|
1,893,980
|
10,786,873
|
24.28
|
17.04
|
-
|
13.46
|
Netherlands
|
|
14,595,720
|
10,879,528
|
-
|
10.57
|
27.37
|
13.57
|
Spain
|
|
33,845,829
|
16,246,165
|
-
|
10.09
|
52.62
|
20.27
|
United States
|
|
32,622,153
|
16,885,882
|
2.34
|
28.14
|
17.00
|
21.06
|
|
|
|
|
|
|
|
|
Short term Investments (US Treasury Bills)
|
|
|
|
|
|
|
|
United States
|
|
7,326,847
|
6,085,142
|
33.20
|
4.30
|
-
|
7.59
|
|
|
90,284,529
|
60,883,590
|
59.82
|
70.14
|
96.99
|
75.95
|
1 This is the Fair Value expressed as a percentage of total
Ordinary Share NAV, Extended Life Share NAV, New Global Share NAV
and Company NAV.
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim Financial
Statements.
Unaudited Consolidated
Condensed Schedule of Investments (by sector)
AS AT 30 JUNE 2024 (UNAUDITED)
(EXPRESSED IN US
DOLLARS)
|
Cost
|
Fair Value
|
Ordinary
Shares
(%)1
|
Extended
Life
Shares
(%)1
|
New Global
Shares
(%)1
|
Total
Company
(%)1
|
Industry diversity of Portfolios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio of Distressed Investments
|
|
|
|
|
|
|
Commercial Mortgage
|
14,907,776
|
10,343,329
|
-
|
10.22
|
27.07
|
13.24
|
Containers and Packaging
|
1,893,980
|
8,288,432
|
19.45
|
13.31
|
-
|
10.62
|
Lodging & Casinos
|
10,690,426
|
7,169,630
|
-
|
-
|
33.71
|
9.19
|
Oil & Gas
|
9,174,989
|
11,254,667
|
-
|
17.91
|
15.14
|
14.42
|
Surface Transport
|
24,228,604
|
9,692,617
|
-
|
10.83
|
22.75
|
12.43
|
|
|
|
|
|
|
|
Short term Investments
|
|
|
|
|
|
|
US Treasury Bills
|
7,298,740
|
5,991,689
|
34.07
|
4.31
|
-
|
7.68
|
|
68,194,515
|
52,740,364
|
53.52
|
56.58
|
98.67
|
67.58
|
1 This is the Fair Value expressed as a percentage of total
Ordinary Share NAV, Extended Life Share NAV, New Global Share NAV
and Company NAV.
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim Financial
Statements.
AS AT 31 DECEMBER 2023 (AUDITED)
(EXPRESSED IN US
DOLLARS)
|
Cost
|
Fair Value
|
Ordinary
Shares
(%)1
|
Extended
Life
Shares
(%)1
|
New Global
Shares
(%)1
|
Total
Company
(%)1
|
Industry diversity of Portfolios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio of Distressed Investments
|
|
|
|
|
|
|
Auto Components
|
3,705,793
|
2,151,740
|
0.11
|
3.35
|
2.76
|
2.68
|
Commercial Mortgage
|
14,595,720
|
10,879,528
|
-
|
10.57
|
27.37
|
13.57
|
Containers and Packaging
|
1,893,980
|
10,786,873
|
24.28
|
17.04
|
-
|
13.46
|
Financial Intermediaries
|
19,741,371
|
3,724,142
|
2.23
|
7.56
|
-
|
4.65
|
Lodging & Casinos
|
10,263,797
|
7,056,540
|
-
|
-
|
31.89
|
8.80
|
Oil & Gas
|
9,174,989
|
11,010,000
|
-
|
17.23
|
14.24
|
13.74
|
Surface Transport
|
23,582,032
|
9,189,625
|
-
|
10.09
|
20.73
|
11.46
|
|
|
|
|
|
|
|
Short term Investments
|
|
|
|
|
|
|
US Treasury Bills
|
7,326,847
|
6,085,142
|
33.20
|
4.30
|
-
|
7.59
|
|
90,284,529
|
60,883,590
|
59.82
|
70.14
|
96.99
|
75.95
|
1 This is the Fair Value expressed as a percentage of total
Ordinary Share NAV, Extended Life Share NAV, New Global Share NAV
and Company NAV.
The accompanying notes below are
an integral part of the Unaudited Consolidated Interim Financial
Statements.
FINANCIAL STATEMENTS | Notes
to the Unaudited Consolidated Interim Financial
Statements
NOTE 1 - ORGANISATION AND DESCRIPTION OF
BUSINESS
NB Distressed Debt Investment Fund
Limited (the "Company") is a closed-ended investment company
registered and incorporated in Guernsey under the provisions of the
Companies (Guernsey) Law, 2008 (as amended) (the "Companies Law")
with registration number 51774. The Company's shares are traded on
the Specialist Fund Segment ("SFS") of the London Stock Exchange
("LSE"). All share classes are in the harvest period.
The Company's objective is to
provide investors with attractive risk-adjusted returns through
long-biased, opportunistic stressed, distressed and special
situation credit-related investments while seeking to limit
downside risk by, amongst other things, focusing on senior and
senior secured debt with both collateral and structural
protection.
The Company's share capital is
denominated in US Dollars for Ordinary Shares and Extended Life
Shares and Pounds Sterling for New Global Shares.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
(a) Basis of Preparation
The accompanying Unaudited
Consolidated Interim Financial Statements ("Financial Statements")
give a true and fair view of the assets, liabilities, financial
position and return and have been prepared in conformity with U.S.
generally accepted principles ("US GAAP") and Companies Law and are
expressed in US Dollars. All adjustments considered necessary for
the fair presentation of the financial statements, for the period
presented, have been included.
The Company is regarded as an
Investment Company and follows the accounting and reporting
guidance in Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") and Financial Services -
Investment Companies Topic 946: Amendments to the Scope,
Measurement, and Disclosure Requirements. (Topic 946). Accordingly,
the Company reflects its investments on the Unaudited Consolidated
Statement of Assets and Liabilities at their estimated fair values,
with unrealised gains and losses resulting from changes in fair
value reflected in net change in unrealised gain/(loss) on
investments, credit default swap, total return swap and forward
currency transactions in the Unaudited Consolidated Statement of
Operations.
The Board recognises that the
Portfolios (the Ordinary Share Class; the Extended Life Share
Class; and the New Global Share Class) are now in their harvest
periods. The Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for the twelve months from the date these accounts are signed and
the foreseeable future. Thus, they continue to prepare the
Financial Statements on a going concern basis, as liquidation is
not imminent.
(b) Principles of Consolidation
The Financial Statements include
the results of the Company and its wholly-owned subsidiaries, whose
accounting policies are consistent with those of the Company. The
Financial Statements include full consolidation of any owned
subsidiaries, except where the effect on the Company's financial
position and results of operations are immaterial. Transactions
between the Company and the subsidiaries have been eliminated on
consolidation.
Wholly-owned subsidiaries, London
Lux Masterco 1 S.a.r.l., London Lux Debtco 1 S.a.r.l.
and London Lux Propco 1
S.a.r.l. are
incorporated in Luxembourg.
(c) Use of Estimates
The preparation of these Financial
Statements in conformity with US GAAP requires that the Directors
make estimates and assumptions (as mentioned in detail in note 2
(f) below) that affect the reported amounts of assets and
liabilities at the date of the financial statements and reported
amounts of income and expenses during the reporting
period.
Actual results could differ
significantly from these estimates.
(d) Cash and Cash Equivalents and Restricted
Cash
The Company holds cash and cash
equivalents in US Dollar and non-US Dollar
denominated currencies with original
maturities of less than 90 days that are both readily convertible
to known amounts of cash. As at 30 June 2024, the
Company has cash balances in various
currencies equating to $17,930,956 (Cost: $17,939,623) (31 December
2023: $16,569,578 (Cost: $16,566,075)
including cash and cash equivalents of $7,780,956 (31 December
2023: $4,809,578) as well as restricted cash of $10,150,000 (31
December 2023: $11,760,000). Restricted cash of $10,970,000 (31 December 2023: $10,970,000) is collateral for
the total return swap positions and restricted cash of
$Nil (31 December 2023: $790,000) is collateral
for forward currency contracts.
(e) Foreign Currency
Translation
Assets and liabilities denominated
in foreign currency are translated into US Dollars at the currency
exchange rates on the date of valuation. On initial recognition,
foreign currency sales and purchases transactions are recorded and
translated at the spot exchange rate at the transaction date and
for all other transactions, the average rate is applied.
Non-monetary assets and liabilities are translated at the historic
exchange rate.
The Company does not separate the
changes relating to currency exchange rates from those relating to
changes in fair value of the investments. These fluctuations are
included in the net realised gain and net change in unrealised
gain/(loss) on investments, credit default swap,
total return swap and
forward currency transactions in the
Unaudited Consolidated Statements of Operations.
(f) Fair Value of Financial
Instruments
The fair value of the Company's
assets and liabilities that qualify as financial instruments under
FASB ASC 825, Financial Instruments, approximate the carrying
amounts presented in the Unaudited
Consolidated Statement of Assets and
Liabilities.
Fair value prices are estimates
made at a discrete point in time, based on relevant market data,
information about the financial instruments, and other
factors.
The Company follows guidance in
ASC 820, Fair Value Measurement ("ASC 820"), where fair value is
defined as 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.
Fair value is determined using
available market information and appropriate valuation
methodologies. Estimates of fair value of financial instruments
without quoted market prices are subjective in nature and involve
various assumptions and estimates that are matters of judgement.
Accordingly, fair values are not necessarily indicative of the
amounts that will be ultimately realised on disposal of financial
instruments. The use of different market assumptions and/or
estimation methodologies may have a material effect on estimated
fair value amounts.
The following estimates and
assumptions were used as at 30 June 2024 and 31 December 2023 to
estimate the fair value of each class of financial
instruments:
· Cash
and cash equivalents - The carrying value reasonably approximates
fair value due to the short-term nature of these
instruments.
· Quoted investments are valued according to their bid price 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. 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.
· 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 (e.g.
level 3 investments included overleaf), the Investment Manager
determines the valuation based on its fair valuation policy.
Further information on valuations is provided in Note 2 (g),
"Investment transactions, investment income/expenses and
valuation", below.
· Forward currency contracts are revalued using the forward
exchange rate prevailing at the Unaudited Consolidated Statement of
Assets and Liabilities date.
· Total Return Swaps are priced using Mark to market prices
provided by a third party broker.
· Credit Return Swaps are priced using a pricing service
provided by Markit Partners.
Fair value measurements are
determined within a framework that establishes a three-tier
hierarchy which maximises the use of observable market data and
minimises the use of unobservable inputs to establish a
classification of fair value measurements for disclosure
purposes.
Inputs refer broadly to the
assumptions that market participants would use in pricing the asset
or liability, including assumptions about risk, such as the risk
inherent in a particular valuation technique used to measure fair
value using a pricing model and/or the risk inherent in the inputs
for the valuation technique. Inputs may be observable or
unobservable.
Observable inputs reflect the
assumptions market participants would use in pricing the asset or
liability based on market data obtained from sources independent of
the Company. Unobservable inputs reflect the Company's own
assumptions about the assumptions market participants would use in
pricing the asset or liability based on the information available.
The inputs or methodology used for valuing assets or liabilities
may not be an indication of the risks associated with investing in
those assets or liabilities.
ASC 820 classifies the inputs used
to measure these fair values into the following
hierarchy:
Level 1: Quoted prices are available in active markets for identical
investments as of the reporting date.
Level 2: Pricing inputs are other than quoted prices in active
markets, which are either directly or indirectly observable as of
the reporting date, and fair value is determined through the use of
models or other valuation methodologies.
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.
In all cases, the level in the
fair value hierarchy within which the fair value measurement in its
entirety falls has been determined based on the lowest level of
input that is significant to the fair value measurement. The
Company's assessment of the significance of a particular input to
the fair value measurement in its entirety requires judgement and
considers factors specific to each investment.
The following is a summary of the
levels within the fair value hierarchy in which the Company
invests:
FAIR VALUE OF FINANCIAL INSTRUMENTS AS AT
30 JUNE 2024
(UNAUDITED)
|
(EXPRESSED IN US DOLLARS)
|
LEVEL 1
|
LEVEL 2
|
LEVEL 3
|
TOTAL
|
Bank Debt Investments
|
-
|
-
|
27,205,578
|
27,205,578
|
Private Equity
|
-
|
-
|
19,543,097
|
19,543,097
|
US Treasury Bills
|
5,991,689
|
-
|
-
|
5,991,689
|
Investments at fair value
|
5,991,689
|
-
|
46,748,675
|
52,740,364
|
Credit Default Swap
|
-
|
(16,386)
|
-
|
(16,386)
|
Total Return Swap
|
-
|
-
|
1,948,978
|
1,948,978
|
Forward Currency Contracts -
Assets
|
-
|
1,005,944
|
-
|
1,005,944
|
Forward Currency Contracts -
Liabilities
|
|
(15,780)
|
|
(15,780)
|
Total investments that are accounted for at fair
value
|
5,991,689
|
973,778
|
48,697,653
|
55,663,120
|
|
FAIR VALUE OF FINANCIAL INSTRUMENTS AS AT
31 DECEMBER 2023
(AUDITED)
|
(EXPRESSED IN US DOLLARS)
|
LEVEL 1
|
LEVEL 2
|
LEVEL 3
|
TOTAL
|
Bank Debt Investments
|
-
|
-
|
27,125,693
|
27,125,693
|
Private Equity
|
-
|
-
|
23,948,613
|
23,948,613
|
Private Note
|
-
|
-
|
3,724,142
|
3,724,142
|
US Treasury Bills
|
6,085,142
|
-
|
-
|
6,085,142
|
Investments at fair value
|
6,085,142
|
-
|
54,798,448
|
60,883,590
|
Credit Default Swap
|
-
|
(21,309)
|
-
|
(21,309)
|
Total Return Swap
|
-
|
-
|
3,648,201
|
3,648,201
|
Forward Currency Contracts -
Assets
|
-
|
18,235
|
-
|
18,235
|
Forward Currency Contracts -
Liabilities
|
|
(1,545,570)
|
|
(1,545,570)
|
Total investments that are accounted for at fair
value
|
6,085,142
|
(1,548,644)
|
58,446,649
|
62,983,147
|
The following table summarises the
significant unobservable inputs the Company used to value its
investments categorised within Level 3 as at 30 June 2024. The
table is not intended to be all-inclusive but instead captures the
significant unobservable inputs relevant to our determination of
fair values.
Type
|
Sector
|
Fair Value
($)
|
Primary Valuation
Technique
|
Significant unobservable
Inputs
|
Range
Input
|
Bank Debt Investments
|
Commercial Mortgage
|
10,343,328
|
Market
Comparatives
|
Discount
Rate
|
10%
|
Bank Debt Investments
|
Lodging & Casinos
|
7,169,632
|
Market
Comparatives
|
Discount
Rate
|
15%
|
Bank Debt Investments
|
Surface Transport
|
9,692,618
|
Market
Information
|
Unadjusted Broker Quote
|
N/A
|
Private Equity
|
Containers and Packaging
|
8,288,431
|
Market
Comparatives
|
EBITDA
Multiple
|
10.75X
|
Private Equity
|
Oil & Gas
|
11,254,666
|
Market
Information
|
Unadjusted Broker Quote
|
N/A
|
Total Return Swap
|
Surface Transport
|
1,948,978
|
Market
Information
|
Unadjusted Broker Quote
|
N/A
|
Total
|
|
48,697,653
|
|
|
|
The following table summarises the
significant unobservable inputs the Company used to value its
investments categorised within Level 3 as at 31 December 2023. The
table is not intended to be all-inclusive but instead captures the
significant unobservable inputs relevant to our determination of
fair values.
Type
|
Sector
|
Fair Value
($)
|
Primary Valuation
Technique
|
Significant unobservable
Inputs
|
Range
Input
|
Bank Debt Investments
|
Commercial Mortgage
|
10,879,528
|
Market
Comparatives
|
Discount
Rate
|
10%
|
Bank Debt Investments
|
Lodging & Casinos
|
7,056,540
|
Market
Comparatives
|
Discount
Rate
|
15%
|
Bank Debt Investments
|
Surface Transport
|
9,189,625
|
Market
Information
|
Unadjusted Broker Quote
|
N/A
|
Private Equity
|
Auto Components
|
2,151,740
|
Market
Information
|
EBITDA
Multiple
|
4.5X
|
Private Equity
|
Containers and Packaging
|
10,786,873
|
Market
Comparatives
|
EBITDA
Multiple
|
10.75X
|
Private Equity
|
Oil and Gas
|
11,010,000
|
Market
Information
|
Unadjusted Broker Quote
|
N/A
|
Private Note
|
Financial Intermediaries
|
3,724,142
|
Market
Information
|
Unadjusted Broker Quote
|
N/A
|
Total Return Swap
|
Surface Transport
|
3,648,201
|
Market
Information
|
Unadjusted Broker Quote
|
N/A
|
Total
|
|
58,446,649
|
|
|
|
Changes in any of the above inputs
may positively or adversely impact the fair value of the relevant
investments.
Level 3 assets are valued using
single bid-side broker quotes or by good faith methods of the
Investment Manager. For single broker quotes the Investment Manager
uses unobservable inputs to assess the reasonableness of the broker
quote. For good faith valuations, the Investment Manager directly
uses unobservable inputs to produce valuations. The significant
unobservable inputs used in Level 3 assets as at 30 June 2024 and
31 December 2023 are outlined in the tables above.
These inputs vary by asset class.
For example, real estate asset valuations may utilise discounted
cash flow models using an average value per square foot and
appropriate discount rate. Other assets may be valued based on
analysis of the liquidation of the underlying assets. In general,
increases/(decreases) to per unit valuation inputs such as value
per square foot, will result in increases/(decreases) to investment
value.
Similarly, increases/(decreases)
of asset realisation inputs (liquidation estimate, letter of
intent, etc.) will also result in increases/(decreases) in value.
In situations where discounted cash flow models are used,
increasing/(decreasing) discount rates or increasing/(decreasing)
weighted average life, in isolation, will generally result in
(decreased)/increased valuations.
The following is a reconciliation
of opening and closing balances of assets and liabilities measured
at fair value on a recurring basis using Level 3 inputs:
FOR THE PERIOD ENDED 30 JUNE 2024
(UNAUDITED)
(EXPRESSED IN US
DOLLARS)
|
|
|
|
Bank Debt
Investments
|
|
Private
Equity
|
|
Trade
Claim
|
|
Private
Note
|
|
Total
|
Balance, 31 December
2023
|
|
27,125,693
|
|
23,948,613
|
|
3,648,201
|
|
3,724,142
|
|
58,446,649
|
Purchases (includes
purchases-in-kind)
|
|
1,385,256
|
|
-
|
|
-
|
|
-
|
|
1,385,256
|
Sales and distributions
|
|
-
|
|
(398,370)
|
|
-
|
|
(5,480,179)
|
|
(5,878,549)
|
Realised loss on sale of
investments
|
|
-
|
|
(3,307,422)
|
|
1,343,355
|
|
(14,261,194)
|
|
(16,225,261)
|
Unrealised loss/(gain) on
investments
|
|
(1,305,371)
|
|
(699,724)
|
|
(3,042,578)
|
|
16,017,231
|
|
10,969,558
|
Transfers from Level 2 into Level
3
|
|
-
|
|
|
|
-
|
|
-
|
|
-
|
Balance, 30 June 2024
|
|
27,205,578
|
|
19,543,097
|
|
1,948,978
|
|
-
|
|
48,697,653
|
Change in unrealised loss/(gain) on investments
included in Audited Consolidated
Statement of Operation for Level 3 investments held as at 30 June
2024
|
|
(1,305,372)
|
|
(699,718)
|
|
(1,699,223)
|
|
16,017,231
|
|
12,312,918
|
The Company's policy is to
recognise transfers into and out of Level 3 as of the actual date
of the event or change in circumstances that caused the transfer.
During the period the Company had no transfers out of Level 3 into
Level 2 of fair value amounting to $Nil. The Company had no
transfers out of Level 2 into Level 3 of fair value amounting to
$Nil.
The following is a reconciliation
of opening and closing balances of assets and liabilities measured
at fair value on a recurring basis using Level 3 inputs:
FOR THE YEAR ENDED 31 DECEMBER 2023
(AUDITED)
(EXPRESSED IN US DOLLARS)
|
|
|
|
Bank Debt
Investments
|
|
Private
Equity
|
|
Trade
Claim
|
|
Private
Note
|
|
Total
|
Balance, 31 December
2022
|
|
27,358,457
|
|
13,492,057
|
|
1,558,420
|
|
8,362,230
|
|
50,771,164
|
Purchases (includes
purchases-in-kind)
|
|
2,303,563
|
|
-
|
|
-
|
|
-
|
|
2,303,563
|
Sales and distributions
|
|
(2,508,112)
|
|
-
|
|
-
|
|
(4,511,654)
|
|
(7,019,766)
|
Realised (loss)/gain on sale of
investments
|
|
(70,506)
|
|
-
|
|
-
|
|
3,794,178
|
|
3,723,672
|
Unrealised gain/(loss) on
investments
|
|
42,291
|
|
(553,444)
|
|
2,089,781
|
|
(3,920,612)
|
|
(2,341,984)
|
Transfers from Level 2 into Level
3
|
|
-
|
|
11,010,000
|
|
-
|
|
-
|
|
11,010,000
|
Balance, 31 December 2023
|
|
27,125,693
|
|
23,948,613
|
|
3,648,201
|
|
3,724,142
|
|
58,446,649
|
Change in unrealised (loss)/gain on investments
included in Audited Consolidated
Statement of Operation for Level 3 investments held as at 31 December 2023
|
|
(98,561)
|
|
(553,444)
|
|
2,089,781
|
|
(3,920,612)
|
|
(2,482,836)
|
The Company's policy is to
recognise transfers into and out of Level 3 as of the actual date
of the event or change in circumstances that caused the transfer.
During the year the Company had no transfers out of Level 3 into
Level 2 of fair value amounting to $Nil. The Company had one
transfer out of Level 2 into Level 3 of fair value amounting to
$11,010,000 as only a single broker quote was
observable.
(g) Investment transactions, investment income/expenses and
valuation
Investment transactions are
accounted for 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 under Net
realised (loss)/gain on investments, credit default swap, total
return swap and forward currency transactions in the Unaudited
Consolidated Statement of Operations. The cost is determined based
on the average cost method. All transactions relating to the
restructuring of current investments are recorded at the date of
such restructuring. The difference between the fair value of the
new consideration received and the cost of the original investment
is recognised as a realised gain or loss. Unrealised gains and
losses on an investment are the difference between the cost if
purchased during the period or fair value at the previous period
end and the fair value at the current period end. Unrealised gains
and losses are included under Net change in unrealised (loss)/gain
on investments, credit default swap, warrants and forward currency
transactions in the Unaudited Consolidated Statement of
Operations.
For the period ended 30 June 2024,
$28,106 (30 June 2023: $63,648) was recorded to reflect accretion
of discount on loans and bonds during the period and is included as
Interest Income in the Unaudited Consolidated Statement of
Operations.
Interest earned on debt
instruments is accounted for, net of applicable withholding taxes
and it is recognised as income over the terms of the loans and
bonds. Discounts received or premiums paid in connection with the
acquisition of loans and bonds are amortised into interest income
using the effective daily interest method over the contractual life
of the related loan and bond. If a loan is repaid prior to
maturity, the recognition of the fees and costs is accelerated as
appropriate. The Company raises a provision when the collection of
interest is deemed doubtful. Dividend income is recognised on the
ex-dividend date net of withholding tax.
Payment-in-kind ("PIK") interest
is computed at the contractual rate specified in the loan agreement
for any portion of the interest which may be added to the principal
balance of a loan rather than paid in cash by the obligator on the
scheduled interest payment date. PIK interest is periodically added
to the principal balance of the loan and recorded as interest
income. The Investment Manager places a receivable on non-accrual
status when the collection of principal or interest is deemed
doubtful. The amount of interest income recorded, plus initial
costs of underlying PIK interest is reviewed periodically to ensure
that these do not exceed fair value of those assets.
The Company carries investments on
its Unaudited Consolidated Statement of Assets and Liabilities at
fair value in accordance with US GAAP, with changes in fair value
recognised in the Unaudited Consolidated Statement of Operations in
each reporting period. Fair value is defined as the price that
would be received on the sale of an asset or paid to transfer a
liability (i.e. the "exit price") in an orderly transaction between
market participants at the measurement date.
Quoted investments are valued
according to their bid price 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.
If a price cannot be ascertained
from the above sources the Company will seek bid prices from third
party broker/dealer quotes for the investments. The Investment
Manager believes that bid price is the best estimate of fair value
and is in line with the valuation policy adopted by the
Company.
In cases where no third party
price is available, or where the Investment Manager determines that
the provided price is not an accurate representation of the fair
value of the investment, the Administrator will value such
investments with the input of the Investment Manager who will
determine the valuation based on its fair valuation policy. As part
of the investment fair valuation policy, the Investment Manager
prepares a fair valuation memorandum for each such investment
presenting the methodology and assumptions used to derive the
price. This analysis is presented to the Investment Manager's
Valuation Committee for approval.
The following criteria are
considered when applicable:
· The
valuation of other securities by the same issuer for which market
quotations are available;
· The
reasons for absence of market quotations;
· The
soundness of the security, its interest yield, the date of
maturity, the credit standing of the issue and the current general
interest rates;
· Any
recent sales prices and/or bid and ask quotations for the
security;
· The
value of similar securities of issuers in the same or similar
industries for which market quotations are available;
· The
economic outlook of the industry;
· The
issuer's position in the industry;
· The
financial statements of the issuer; and
· The
nature and duration of any restriction on disposition of the
security.
(h) Derivative Contracts
The Company may, from time to
time, hold derivative financial instruments for the purposes of
managing foreign currency exposure and to provide a measure of
protection against defaults of corporate or sovereign issuers.
These derivatives are measured at fair value in conformity with US
GAAP with changes in fair value recognised under Realised and
unrealised (loss)/gain from investments and foreign exchange in the
Unaudited Consolidated Statement of Operations in each reporting
period.
As part of the Company's investment
strategy, the Company enters into over-the-counter ("OTC")
derivative contracts which may include forward currency contracts,
credit default swaps and total return swaps.
Forward currency contracts are
valued at the prevailing forward exchange rate of the underlying
currencies on the reporting date and the value recorded in the
financial statements represents net unrealised gain and loss on
forwards as at 30 June. Forward contracts are generally categorised
in Level 2 of the fair value hierarchy.
The credit default swap has been
entered into on the OTC market. The fair value of the credit
default swap contract is derived using a pricing service provided
by Markit Partners. Markit Partners use a pricing model that is
widely accepted by marketplace participants. Their pricing model
takes into account multiple inputs including specific contract
terms, interest rate yield curves, interest rates, credit curves,
recovery rates, and current credit spreads obtained from swap
counterparties and other market participants. Many inputs into the
model do not require material subjectivity as they are observable
in the marketplace or set per the contract. Other than the contract
terms, valuation is mainly determined by the difference between the
contract spread and the current market spread. The contract spread
(or rate) is generally fixed and the market spread is determined by
the credit risk of the underlying debt or reference entity. If the
underlying debt is liquid and the OTC market for the current spread
is active, credit default swaps are categorised in Level 2 of the
fair value hierarchy. If the underlying debt is illiquid and the
OTC market for the current spread is not active, credit default
swaps are categorised in Level 3 of the fair value
hierarchy.
The total return swap is valued
using a mark to market prices provided by a third-party
broker.
(i) Taxation
The Company is not subject to
income taxes in Guernsey; however, it may be subject to taxes
imposed by other countries on income it derives from
investments.
Such taxes are reflected in the
Unaudited Consolidated Statement of Operations. 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 is
greater than fifty percent likely 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. US GAAP also provides guidance on thresholds,
measurement, de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure, and
transition that is intended to provide better financial statement
comparability among different entities.
There were no uncertain tax
positions as at 30 June 2024 or 31 December 2023. The Company files
its tax returns as prescribed by the tax laws of the jurisdictions
in which it operates. In the normal course of business, the Company
is subject to examination by federal and certain state, local, and
other foreign tax regulators. State, local and foreign tax returns,
if applicable, are generally subject to audit according to varying
limitations dependent upon the jurisdiction. As of 30 June 2024,
the Company's U.S. federal income tax returns are subject to
examination under the three-year statute of limitations.
During the period ended 30 June
2024, the Company recorded current income tax expense $Nil (30 June
2023 income tax expense: $Nil). Deferred taxes are recorded to
reflect the tax consequences of future years' differences between
the tax basis of assets and their financial reporting basis. The
deferred tax benefit recorded for the period ended 30 June 2024 was
$Nil (30 June 2023 deferred tax benefit: $Nil). The net total
income tax benefit/expense from realised/unrealised gains/(losses)
on investments for the period ended 30 June 2024 was $Nil (30 June
2023 income tax expense: $Nil).
(j) Operating Expenses
Operating expenses are recognised
on an accruals basis. Operating expenses include amounts directly
or indirectly incurred by the Company as part of its operations.
Each share class will bear its respective pro-rata share based on
its respective Net Asset Value ('NAV') of the ongoing costs and
expenses of the Company. Each share class will also bear all costs
and expenses of the Company determined by the Directors to be
attributable solely to it. Any costs
incurred by a share buyback are charged to that share
class.
(k) Payables/Receivables on
Investments Purchased/Sold
At 30 June 2024, $4,122,515 (30
June 2023: $Nil) was receivable on investments purchased/sold
represents amounts due for investments purchased/sold that have
been contracted for but not settled on the
Consolidated Statement of Assets and
Liabilities.
NOTE 3 - DERIVATIVES
In the normal course of business,
the Company uses derivative contracts in connection with its
proprietary trading activities. Investments in derivative contracts
are subject to additional risks that can result in a loss of all or
part of the derivative investment. The Company's derivative
activities and exposure to derivative contracts are classified by
the following primary underlying risks: foreign currency exchange
rate, credit, and equity price. In addition to its primary
underlying risks, the Company is also subject to additional
counterparty risk due to inability of its counterparties to meet
the terms of their contracts.
Forward Currency Contracts
The Company enters into forwards
for the purposes of managing foreign currency exposure.
Credit Default Swap
The Company uses credit default
swap agreements on corporate or sovereign issues to provide a
measure of protection against defaults of the issuers (i.e., to
reduce risk where a Company owns or has exposure to the referenced
obligation) from time to time.
There was one credit default swap
position (Brazilian Government) held as at 30 June 2024 (31
December 2023: one).
Total Return Swap
The Company entered into two fully
funded total return swaps on 2 May 2011 and 18 April 2012. These
swaps matured on 25 February 2020 and rolled over into a new swap
agreement. New ISDA regulations enacted in 2019 require booking the
total return swaps with cash collateral maintained against fully
funded swaps.
The new swap rolls on an annual
basis. The swap was booked on 02 March 2023 and matured on 01
February 2024. A realised event occurred on the value of the swap
as at 01 February 2024 of $1,343,355. The next maturity will occur
on 01 February 2025. The value of the swap, exclusive of related
cash collateral, as at 30 June
2024 is $1,948,978 (31 December 2023: $3,648,201)
representing a change in market value of
$605,623 in the period since the 01 February 2023
maturity.
As at 30
June 2024 the net value of the swap and
related cash collateral was $12,918,978 (31 December 2023:
$14,618,201) (comprised of restricted cash collateral of
$10,970,000 (31 December 2023:
$10,970,000) and total return swap asset of $1,948,978 (31 December
2023: swap asset of $3,648,201), as reflected in the Unaudited
Consolidated Statement of Assets and Liabilities. The underlying
asset of the swaps is denominated in Brazilian Real and the foreign
exchange exposure is hedged to offset any change in value in
underlying asset due to the FX movements.
Derivative activity
For the period ended 30 June
2024 and for the year ended 31 December
2023 the volume of the Company's derivative activities based on
their notional amounts and number of contracts, categorised by
primary underlying risk, are as follows:
30
JUNE 2024 (UNAUDITED)
|
LONG
EXPOSURE
|
SHORT
EXPOSURE
|
Primary underlying risk
|
NOTIONAL
AMOUNTS
|
NUMBER OF
CONTRACTS
|
NOTIONAL
AMOUNTS
|
NUMBER OF
CONTRACTS
|
Foreign exchange risk
|
|
|
|
|
Forward currency
contracts
|
$67,892,660
|
39
|
$52,851,722
|
40
|
Credit risk
|
|
|
|
|
Credit default swap
|
$9,971,000
|
1
|
-
|
-
|
Total return swap
|
-
|
-
|
$10,960,348
|
2
|
31
DECEMBER 2023 (AUDITED)
|
LONG
EXPOSURE
|
SHORT
EXPOSURE
|
Primary underlying risk
|
NOTIONAL
AMOUNTS
|
NUMBER OF
CONTRACTS
|
NOTIONAL
AMOUNTS
|
NUMBER OF
CONTRACTS
|
Foreign exchange risk
|
|
|
|
|
Forward currency
contracts
|
$127,841,170
|
61
|
$125,731,102
|
77
|
Credit risk
|
|
|
|
|
Credit default swap
|
$9,971,000
|
1
|
-
|
-
|
Total return swap
|
-
|
-
|
$10,960,348
|
2
|
The following tables show, as at
30 June 2024 and 31 December 2023, the fair value amounts of
derivative contracts included in the Unaudited Consolidated
Statement of Assets and Liabilities, categorised by primary
underlying risk. Balances are presented on a gross basis prior to
application of the impact of counterparty and collateral netting.
Total derivative assets and liabilities are adjusted on an
aggregate basis to take into account the effects of master netting
arrangements and, where applicable, have been adjusted by the
application of cash collateral receivables and payables with its
counterparties. The tables also identify, as at 30 June 2024 and 31
December 2023, the realised and unrealised gain and loss amounts
included in the Unaudited Consolidated Statement of Operations,
categorised by primary underlying risk:
30
JUNE 2024 (UNAUDITED)
Primary underlying risk
|
Derivative
Assets
($)
|
Derivative
Liabilities
($)
|
Realised
gain
(loss)
($)
|
NET CHANGE IN Unrealised
gain (loss)
($)
|
Foreign currency exchange rate
|
|
|
|
|
Forward currency
contracts
|
1,005,944
|
(15,780)
|
(152,210)
|
2,517,498
|
Credit
|
|
|
|
|
Purchased protection
|
|
|
|
|
Credit default swap
|
-
|
(16,386)
|
(11,896)
|
25,300
|
Total return swap
|
1,948,978
|
-
|
1,343,355
|
(3,042,578)
|
31
DECEMBER 2023 (AUDITED)
Primary underlying risk
|
Derivative
Assets
($)
|
Derivative
Liabilities
($)
|
Realised
gain
(loss)
($)
|
NET CHANGE IN Unrealised
gain (loss)
($)
|
Foreign currency exchange rate
|
|
|
|
|
Forward currency
contracts
|
18,235
|
(1,545,570)
|
(1,975,088)
|
(269,987)
|
Credit
|
|
|
|
|
Purchased protection
|
|
|
|
|
Credit default swap
|
-
|
(21,309)
|
(84,550)
|
3,223
|
Total return swap
|
3,648,201
|
-
|
-
|
2,078,684
|
Offsetting assets and liabilities
Amounts due from and to brokers
are presented on a net basis, by counterparty, to the extent the
Company has the legal right to offset the recognised amounts and
intends to settle on a net basis.
The Company presents on a net
basis the fair value amounts recognised for OTC derivatives
executed with the same counterparty under the same master netting
agreement.
The Company is required to
disclose the impact of offsetting assets and liabilities presented
in the Unaudited Consolidated Statement of Assets and Liabilities
to enable users of the Financial Statements to evaluate the effect
or potential effect of netting arrangements on its financial
position for recognised assets and liabilities.
These recognised assets and
liabilities include financial instruments and derivative contracts
that are either subject to an enforceable master netting
arrangement or similar agreement or meet the following right of set
off criteria:
· each of the two parties owes the other determinable
amounts;
· the Company has the right to set off the amounts owed with
the amounts owed by the other party;
· the Company intends to set off; and
· the Company's right of set off is enforceable at
law.
The Company is subject to
enforceable master netting agreements with its counterparties of
credit default swap, the total return swaps and foreign currency
exchange contracts. These agreements govern the terms of certain
transactions and reduce the counterparty risk associated with
relevant transactions by specifying offsetting mechanisms and
collateral posting arrangements at pre‑arranged exposure levels.
Derivative activity
The following tables, as at 30
June 2024 and 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.
30
JUNE 2024 (UNAUDITED)
(EXPRESSED IN US
DOLLARS)
|
|
|
|
AMOUNTS NOT OFFSET IN THE
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
|
|
DESCRIPTION
|
GROSS
AMOUNTS OF RECOGNISED
ASSETS
|
GROSS AMOUNTS OFFSET IN THE
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
|
NET AMOUNTS OF RECOGNISED
ASSETS PRESENTED IN THE CONSOLIDATED STATEMENT OF ASSETS AND
LIABILITIES
|
FINANCIAL INSTRUMENTS (POLICY
ELECTION)
|
FINANCIAL COLLATERAL
RECEIVED1
|
NET
AMOUNT
|
Forward Currency
Contracts
|
1,005,944
|
-
|
1,005,944
|
(15,780)
|
-
|
990,164
|
Total Return Swaps
|
1,948,978
|
-
|
1,948,978
|
-
|
-
|
1,948,978
|
Total
|
2,954,922
|
-
|
2,954,922
|
(15,780)
|
-
|
2,939,142
|
|
|
|
|
AMOUNTS NOT OFFSET IN THE
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
|
|
DESCRIPTION
|
GROSS AMOUNTS OF RECOGNISED
LIABILITIES
|
GROSS AMOUNTS OFFSET IN THE
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
|
NET AMOUNTS OF RECOGNISED
ASSETS PRESENTED IN THE CONSOLIDATED STATEMENT OF ASSETS AND
LIABILITIES
|
FINANCIAL INSTRUMENTS (POLICY
ELECTION)
|
FINANCIAL COLLATERAL
RECEIVED1
|
NET AMOUNT
|
Forward Currency
Contracts
|
(15,780)
|
-
|
(15,780)
|
15,780
|
-
|
-
|
Credit Default Swaps
|
(16,386)
|
-
|
(16,386)
|
-
|
|
(16,386)
|
Total
|
(32,166)
|
-
|
(32,166)
|
15,780
|
-
|
(16,386)
|
1 The amount netted off
is a portion of the total collateral as per the Unaudited
Consolidated Statement of Assets and Liabilities.
The following table, as 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.
31
DECEMBER 2023 (AUDITED)
(EXPRESSED IN US
DOLLARS)
|
|
|
|
AMOUNTS NOT OFFSET IN THE
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
|
|
DESCRIPTION
|
GROSS AMOUNTS OF RECOGNISED
ASSETS
|
GROSS AMOUNTS OFFSET IN THE
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
|
NET AMOUNTS OF RECOGNISED
ASSETS PRESENTED IN THE CONSOLIDATED STATEMENT OF ASSETS AND
LIABILITIES
|
FINANCIAL INSTRUMENTS (POLICY
ELECTION)
|
FINANCIAL COLLATERAL
RECEIVED1
|
NET AMOUNT
|
Forward currency contracts
|
18,235
|
-
|
18,235
|
(18,235)
|
-
|
-
|
Total return swaps
|
3,648,201
|
-
|
3,648,201
|
-
|
-
|
3,648,201
|
Total
|
3,666,436
|
-
|
3,666,436
|
(18,235)
|
-
|
3,648,201
|
|
|
|
|
AMOUNTS NOT OFFSET IN THE
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
|
|
DESCRIPTION
|
GROSS AMOUNTS OF RECOGNISED
LIABILITIES
|
GROSS AMOUNTS OFFSET IN THE
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
|
NET AMOUNTS OF RECOGNISED
ASSETS PRESENTED IN THE CONSOLIDATED STATEMENT OF ASSETS AND
LIABILITIES
|
FINANCIAL INSTRUMENTS (POLICY
ELECTION)
|
FINANCIAL COLLATERAL
RECEIVED1
|
NET AMOUNT
|
Forward currency contracts
|
(1,545,570)
|
-
|
(1,545,570)
|
18,235
|
790,000
|
(737,335)
|
Credit default swap
|
(21,309)
|
-
|
(21,309)
|
-
|
-
|
(21,309)
|
Total
|
(1,566,879)
|
-
|
(1,566,879)
|
18,235
|
790,000
|
(758,644)
|
1 The amount netted off
is a portion of the total collateral as per the Unaudited
Consolidated Statement of Assets and Liabilities.
NOTE 4 - RISK FACTORS
The Company's investments are
subject to various risk factors including market and credit risk,
interest rate and foreign exchange risk, and the risks associated
with investing in private securities. Investments in private
securities and partnerships are illiquid, and there can be no
assurances that the Company will be able to realise the value of
such investments in a timely manner. Additionally, the Company's
investments may be highly concentrated in certain industries.
Non-US dollar denominated investments may result in foreign
exchange losses caused by devaluations and exchange rate
fluctuations. In addition, consequences of political, social,
economic, diplomatic changes or public health condition may have
disruptive effects on market prices or fair valuations of foreign
investments.
Market
Risk
Market risk is the potential for
changes in the value of investments. Categories of market risk
include, but are not limited to, interest rates. Interest rate
risks primarily result from exposures to changes in the level,
slope and curvature of the yield curve, the volatility of interest
rates and credit spreads. Details of the Company's investment
Portfolio as at 30 June 2024 and 31 December 2023 are disclosed in
the Unaudited Consolidated Condensed Schedule of Investments. Each
separate investment exceeding 5% of net assets is disclosed
separately.
Credit
Risk
The Company may invest in a range
of corporate and other bonds and other credit sensitive securities.
Until such investments are sold or are paid in full at maturity,
the Company is exposed to credit risk relating to whether the
issuer will meet its obligations when the securities fall due.
Distressed debt securities by nature are securities in companies
which are in default or are heading into default and will expose
the Company to a higher than normal amount of credit
risk.
The Company may invest a
relatively large percentage of its assets in issuers located in a
single country, a small number of countries, or a particular
geographic region. As a result, the Company's performance may be
closely aligned with the market, currency or economic, political or
regulatory conditions and developments in those countries or that
region, and could be more volatile than the performance of more
geographically diversified investments. Refer to the Unaudited
Consolidated Condensed Schedules of Investments above for
concentration of credit risk.
The Company maintains positions in
a variety of securities, derivative financial instruments and cash
and cash equivalents in accordance with its investment strategy and
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 cash and
investment assets other than derivative financial instruments are
held by the Custodian. The Custodian segregates the assets of the
Company from the Custodian's assets and other Custodian clients.
Management believes the risk is low with respect to any losses as a
result of this concentration. 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 may trade
in OTC derivative instruments and in derivative instruments which
trade on exchanges with generally a limited number of
counterparties and as a consequence 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. Exchange-traded derivatives generally involve less
counterparty exposure because of the margin requirements of the
individual exchanges.
Generally, these contracts can be
closed out at the discretion of the Investment Manager and are
governed by the futures and options clearing agreements signed with
the future commission merchants ("FCMs"). FCMs have capital
requirements intended to assure that they have sufficient capital
to protect their customers in the event of any inadequacy in
customer funds arising from the default of one or more customers,
adverse market conditions, or for any other reason. The credit risk
relating to derivatives is detailed further in Note 3.
Liquidity
Risk
Liquidity risk is the risk that
the Company will not be able to meet its obligations as and when
these fall due.
Liquidity risk is managed by the
Investment Manager so as to ensure that the Company maintains
sufficient working capital in cash or near cash form so as to be
able to meet the Company's ongoing requirements as these are
budgeted for.
Other
Risks
Legal, tax and regulatory changes
could occur during the term of the Company that may adversely
affect the Company. The regulatory environment for alternative
investment vehicles is evolving, and changes in the regulation of
alternative investment vehicles may adversely affect the value of
investments held by the Company or the ability of the Company to
pursue its trading strategies.
The impact of these risks can have a
substantial impact on the valuation and ultimately the realisation
of assets.
Market disruptions associated with
current geopolitical events have had a global impact, and
uncertainty exists as to their implications. Such disruptions can
potentially adversely affect the assets, and thus the performance,
of the Company. The Board continues to monitor this
situation.
NOTE 5 - SHARE CAPITAL
The Company's authorised share
capital consists of:
10,000 Class A Shares authorised,
of par value $1 each (which carry no voting rights); and, an
unlimited number of shares of no par value which may, upon issue,
be designated as Ordinary Shares, Extended Life Shares or New
Global Shares and Subscription Shares (each of which carry voting
rights) or Capital Distribution Shares.
The issued share capital of the
Company consists of Ordinary Shares, Class A Shares and Extended
Life Shares, all denominated in US dollars, and New Global Shares
denominated in Pounds Sterling. Shareholders of Ordinary Shares,
Extended Life Shares and New Global Shares have the right to attend
and vote at any general meeting of the Company. Class A
shareholders do not have the right to attend and vote at a general
meeting of the Company save where there are no other shares of the
Company in issue.
The Class A Shares are held by
Suntera Trustees (Guernsey) Limited (formerly named Carey Trustees
Limited) (the "Trustee"), pursuant to a Purpose Trust established
under Guernsey law. Under the terms of the NBDDIF Purpose Trust
Deed, the Trustee holds the Class A Shares for the purpose of
exercising the right to receive notice of general meetings of the
Company but the Trustee shall only have the right to attend and
vote at general meetings of the Company when there are no other
shares of the Company in issue.
The original investment period
expired on 10 June 2013 and a proposal was made to Ordinary
Shareholders to extend the investment period by 21 months to 31
March 2015. A vote was held at a class meeting of shareholders on 8
April 2013 where the majority of shareholders voted in favour of
the proposed extension.
Following this meeting and with
the Ordinary Shareholders approval of the extension, a new class,
the Extended Life Shares, was created and the Extended Life Shares
were issued to 72% of initial Investors who elected to convert
their Ordinary Shares to Extended Life Shares. The rest of
investors remain invested on the basis of the existing investment
period.
The New Global Share Class was
created in March 2014 and its investment period ended on 31 March
2017.
As at 30 June 2024, the Company
had the following number of shares in issue:
Issued and fully paid up
|
30 June 2024
(UNAUDITED)
|
31 December 2023
(AUDITED)
|
Class A Shares
|
2
|
2
|
Ordinary Share Class of no par value
(Nil in treasury; 2023: Nil)
|
15,382,770
|
15,382,770
|
Extended Life Share Class of no par
value (Nil in treasury; 2023: Nil)
|
44,234,790
|
44,234,790
|
New Global Share Class of no par
value (Nil in treasury; 2023: Nil)
|
27,821,698
|
27,821,698
|
Reconciliation of the number of
shares in issue in each class (excluding Class A) as at 30 June
2024:
|
Ordinary
Shares
|
Extended Life
Shares
|
New Global
Shares
|
Total
|
Balance as at 31 December
2023
|
15,382,770
|
44,234,790
|
27,821,698
|
87,439,258
|
Shares redeemed during the
period
|
-
|
-
|
-
|
-
|
Buybacks (Shares
repurchased)
|
-
|
-
|
-
|
-
|
Balance as at 30 June
20241
|
15,382,770
|
44,234,790
|
27,821,698
|
87,439,258
|
1 Balance of issued shares used to calculate NAV
Reconciliation of the number of
shares in issue in each class (excluding Class A) as at 31 December
2023:
|
Ordinary
Shares
|
Extended Life
Shares
|
New Global
Shares
|
Total
|
Balance as at 31 December
2022
|
15,382,770
|
60,116,016
|
31,023,609
|
106,522,395
|
Shares redeemed during the
year
|
-
|
(15,881,226)
|
(3,201,911)
|
(19,083,137)
|
Buybacks (Shares
repurchased)
|
-
|
-
|
-
|
-
|
Balance as at 31 December
20231
|
15,382,770
|
44,234,790
|
27,821,698
|
87,439,258
|
1 Balance of issued shares used to calculate NAV
Distributions
For the period ended 30 June 2024
there were no capital returns by way of compulsory partial
redemptions.
Set out below are details of the
capital returns by way of compulsory partial redemptions approved
during the year ended 31 December 2023
31
DECEMBER 2023 (AUDITED)
|
Ordinary Share Class
|
Extended Life Share Class
|
New Global Share
Class
|
|
Distribution
Amount
|
Number of
Shares
|
Per Share
Amount
|
Distribution
Amount
|
Number of
Shares
|
Per Share
Amount
|
Distribution
Amount
|
Number of
Shares
|
Per Share
Amount
|
02 May 2023
|
-
|
-
|
-
|
$8,149,711
|
8,487,514
|
$0.9602
|
$2,697,863
|
3,201,911
|
$0.8426
|
29 June 2023
|
-
|
-
|
-
|
$3,352,980
|
3,753,056
|
$0.8934
|
-
|
-
|
-
|
11 September 2023
|
-
|
-
|
-
|
$3,754,972
|
3,640,656
|
$1.0314
|
-
|
-
|
-
|
|
-
|
-
|
|
$15,257,663
|
15,881,226
|
|
|
3,201,911
|
|
Buybacks
No shares were repurchased by the
Company during either the period ended 30 June 2024 or the year
ended 31 December 2023.
NOTE 6 - MATERIAL AGREEMENTS AND RELATED PARTY
TRANSACTIONS
Investment Management Agreement ("IMA")
The Board is responsible for
managing the business affairs of the Company but delegates certain
functions to the Investment Manager under an IMA dated 9 June 2010
(as amended).
On 17 July 2014, the Company, the
Manager and the AIFM made certain classificatory amendments to
their contractual arrangements for the purposes of the AIFM
Directive. The Sub-Investment Management Agreement was terminated
on 17 July 2014 and Neuberger Berman Investment Advisers LLC
(formerly Neuberger Berman Fixed Income LLC), which was the
Sub-Investment Manager, was appointed as the AIFM per the amended
and restated 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 uninvested 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. On 31 December 2017 the
Company entered into an Amendment Agreement amending the IMA. On
the 30 January 2023 the Company entered into an Amendment Agreement
amending the IMA for data protection purposes to note the
obligation on the recipient UK investment manager
to comply with the new SCCs in transferring personal data to the US
AIFM.
Per the IMA and in relation to the
Ordinary Shares and Extended Life Shares, the Manager was entitled
to a management fee, which shall be accrued daily, and was payable
monthly in arrears, at a rate of 0.125% per month of the respective
NAVs of the Ordinary Share and Extended Life Share classes. Soft
commissions were not used.
Per the IMA and in relation to the
New Global Shares, the Manager was entitled to a management fee,
which accrued daily, and was payable monthly in arrears, at a rate
of 0.125% per month of the NAV of the New Global Share Class
(excluding, until such time as the New Global Share Class had
become 85% invested, any cash balances (or cash equivalents)). The
85% threshold was crossed on 16 June 2015 and from such date the
Company was charged 0.125% per month on the NAV of the New Global
Share Class.
Effective 18 March 2021, the
Investment Manager had waived its entitlement to all fees from the
Company. Accordingly, there was no management fees expensed in the
period or the preceding financial year nor were any fees
outstanding at either 30 June 2024 or 31 December 2023.
Administration, Company Secretarial and Custody
Agreements
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. Bancorp (the "Administration Agreement"). Under
the terms of the Administration Agreement, Sub-Administration
services are delegated to U.S. Bank Global Fund Services (Ireland)
Limited (the "Sub-Administrator"). The Sub-Administration Service
Level Agreement was amended and approved on 21 February
2018.
The Sub-Administrator is
responsible for the day-to-day administration of the Company
(including but not limited to the calculation and publication of
the estimated daily NAV).
Under the terms of the
Administration Agreement, the Sub-Administrator is entitled to a
fee of 0.09% for the first $500m of net asset value, 0.08% for the
next $500m and 0.07% for any remaining balance, accrued daily and
paid monthly in arrears and subject to an annual minimum of
$100,000.
Effective 28 February 2015, the
Company entered into a Custody Agreement with U.S. Bank National
Association (the "Custodian") to provide loan administration and
custody services to the Company. Under the terms of the Custody
Agreement the Custodian is entitled to an annual fee of 0.025% of
net asset value with a minimum annual fee of $25,000.
Effective 20 June 2017, Suntera
(Guernsey) Limited (formerly named Carey Commercial Limited) was
appointed the Company Secretary. The Company Secretary is entitled
to an annual fee of £73,000 plus fees for ad-hoc board meetings and
additional services.
For the period 30 June 2024, the
administration fee expense was $42,918 (30 June 2023: $43,636), the
secretarial fee was $58,671 of which $Nil was in relation to the
administration of the ongoing buyback programme, (30 June 2023:
$53,092) and the loan administration and custody fee expense was
$14,910 (30 June 2023: $9,959). At 30 June
2024, the administration fee payable is $5,7551 (31
December 2023: $5,8521), the secretarial fee payable is
$53,9521 (31 December 2023: $25,4501) and the
loan administration and custody fee payable is $17,6091
(31 December 2023: $9,0881).
1 Amounts are included under Accrued expenses and other
liabilities in the Unaudited Consolidated Statement of Assets and
Liabilities and Unaudited Consolidated Statement of
Operations
Directors' Remuneration and Other Interests
The Directors are related parties
and are remunerated for their services at a fee of $45,000 plus
£10,000 each per annum ($60,000 plus £10,000 for the Chairman,
$50,000 plus £10,000 for the Chairman of the Audit Committee). For
the period ended 30 June 2024, the Directors' fees and travel
expenses amounted to $97,550 (30 June 2023: $96,725). Michael J.
Holmberg, the non-independent Director, has waived the fees for his
services as a Director. There were no other related interests for
the period ended 30 June 2024.
The Company has not set any
requirements or guidelines for Directors to own shares in the
Company. The beneficial interests of the Directors and their
connected persons in the Company's shares as at 30 June 2024 are
shown in the table below:
Director
|
No. of Ordinary
Shares
|
No. of Extended Life
Shares
|
No. of New Global
Shares
|
Total No.
of
Shares
|
John Hallam
|
-
|
40,507
|
33,462
|
73,969
|
Michael Holmberg
|
-
|
17,885
|
34,982
|
52,867
|
Christopher Legge
|
-
|
-
|
-
|
-
|
Stephen Vakil
|
-
|
-
|
18,253
|
18,253
|
NOTE 7 - FINANCIAL HIGHLIGHTS
|
Ordinary
Shares
|
Extended Life
Shares
|
New Global
Shares
|
Ordinary
Shares
|
Extended Life
Shares
|
New Global
Shares
|
|
($)
|
($)
|
(£)
|
($)
|
($)
|
(£)
|
Per share operating performance
|
Period ended 30 june 2024
(UNAUDITED)
|
Period
ended
30 june 2024
(UNAUDITED)
|
Period
ended
30 june 2024
(UNAUDITED)
|
Period
ended
30 june 2023
(Unaudited)
|
Period
ended
30 june 2023
(Unaudited)
|
Period
ended
30 june
2023
(Unaudited)
|
Net asset value per share at
beginning of the period
|
0.8071
|
1.0312
|
0.6239
|
0.7730
|
0.9728
|
0.6640
|
Impact of capital
distribution
|
-
|
-
|
-
|
-
|
0.0065
|
0.0001
|
Impact of dividend
distribution
|
-
|
-
|
-
|
-
|
-
|
-
|
Income from investment operations
1
|
|
|
|
|
|
|
Net investment
income
|
0.0004
|
0.0090
|
0.0122
|
0.0007
|
0.0033
|
0.0112
|
Net realised and unrealised
(loss)/gain from investments and foreign exchange
|
(0.0332)
|
(0.0262)
|
(0.0313)
|
0.0222
|
0.0441
|
(0.0232)
|
(Loss)/gain from investment
operations
|
(0.0328)
|
(0.0172)
|
(0.0191)
|
0.0229
|
0.0474
|
(0.0120)
|
Net asset value per share at
end of the period2
|
0.7743
|
1.0140
|
0.6048
|
0.7959
|
1.0267
|
0.6521
|
1Weighted average number of shares outstanding was used for
calculation.
2Each share classes net assets includes the underlying assets
and liabilities directly attributable to the respective share
class.
|
Ordinary
Shares
|
Extended Life
Shares
|
New Global
Shares
|
Ordinary
Shares
|
Extended Life
Shares
|
New Global
Shares
|
|
($)
|
($)
|
(£)
|
($)
|
($)
|
(£)
|
NAV Total return 2, 3
|
Period
ended
30 june 2024
(UNAUDITED)
|
Period
ended
30 june 2024
(UNAUDITED)
|
Period
ended
30 june 2024
(UNAUDITED)
|
Period
ended
30 june 2023
(Unaudited)
|
Period ended 30 june 2023
(Unaudited)
|
Period
ended
30 june
2023
(Unaudited)
|
NAV Total Return before
performance fee
|
(4.06%)
|
(1.67%)
|
(3.06%)
|
2.96%
|
5.54%
|
(1.79%)
|
NAV Total Return after performance fee including an income
distribution by way of dividend
|
(4.06%)
|
(1.67%)
|
(3.06%)
|
2.96%
|
5.54%
|
(1.79%)
|
2 NAV Total Return is calculated for the Ordinary Shares,
Extended Life Shares and New Global Shares only and is calculated
based on movement in the NAV and does not reflect any movement in
the market value of the shares. A shareholder's return may vary
from these returns based on participation in new issues, the timing
of capital transactions etc. It assumes that all income
distributions of the Company, paid by way of dividend, were
reinvested, without transaction costs. Class A shares are not
presented as they are not profit participating shares.
3 An individual shareholder's return may vary from these
returns based on the timing of the shareholder's
subscriptions.
|
Ordinary
Shares
|
Extended Life
Shares
|
New Global
Shares
|
Ordinary
Shares
|
Extended Life
Shares
|
New Global
Shares
|
|
($)
|
($)
|
(£)
|
($)
|
($)
|
(£)
|
Ratio to average net assets
|
PERIOD
ENDED
30 June
2024
(Unaudited)
|
PERIOD
ENDED
30 June
2024
(Unaudited)
|
PERIOD
ENDED
30 June
2024
(Unaudited)
|
Period
ended
30 june 2023
(Unaudited)
|
Period ended 30 june 2023
(Unaudited)
|
Period
ended
30 june
2023
(Unaudited)
|
Net investment income before and
after performance fees
|
0.11%
|
1.76%
|
4.00%
|
0.19%
|
0.69%
|
3.51%
|
Total expenses and performance fee
|
(1.28%)
|
(1.39%)
|
(2.90%)
|
(1.08%)
|
(1.18%)
|
(1.53%)
|
NOTE 8 - RECONCILIATION OF NET ASSET VALUE TO PUBLISHED
NAV
In preparing the Financial
Statements, there were adjustments relating to investment
valuations. The impact of these adjustments on the NAV per Ordinary
Share, Extended Life Share and New Global Share is detailed
below:
|
Ordinary
Share Class Net
Assets
($)
|
Ordinary
Share
Class
NAV per
Share
($)
|
Extended
Life
Share
Class
Net Assets
($)
|
Extended
Life
Share Class NAV per
Share
($)
|
New Global
Share
Class
Net Assets
(£)
|
New Global
Share Class NAV per
Share
(£)
|
Published net assets as at 30 June
2024
|
12,127,488
|
0.7884
|
45,413,289
|
1.0266
|
16,825,621
|
0.6048
|
Valuation adjustments
|
(216,253)
|
(0.0141)
|
(558,177)
|
(0.0126)
|
-
|
-
|
Net
assets per Unaudited Consolidated Financial
Statements
|
11,911,235
|
0.7743
|
44,855,112
|
1.0140
|
16,825,621
|
0.6048
|
|
Ordinary
Share Class Net
Assets
($)
|
Ordinary
Share
Class
NAV per
Share
($)
|
Extended
Life
Share
Class
Net Assets
($)
|
Extended
Life
Share Class NAV per
Share
($)
|
New Global
Share
Class
Net Assets
(£)
|
New Global
Share Class NAV per
Share
(£)
|
Published net assets as at 31
December 2023
|
12,323,608
|
0.8011
|
45,378,194
|
1.0258
|
17,358,035
|
0.6239
|
Valuation adjustments
|
91,623
|
0.0060
|
236,291
|
0.0054
|
-
|
-
|
Net
assets per Consolidated Financial Statements
|
12,415,231
|
0.8071
|
45,614,485
|
1.0312
|
17,358,035
|
0.6239
|
NOTE 9 - SUBSEQUENT EVENTS
The Directors have evaluated
subsequent events up to 28 August 2024, which is the date that the
financial statements were available to be issued.
There are no further items that
require disclosure or adjustment to Financial
Statements.
ADDITIONAL INFORMATION | Contact Details
|
Contact Details
Directors
John Hallam (Chairman)
Michael Holmberg
Christopher Legge
Stephen Vakil
All c/o the Company's registered
office.
Registered Office
1st & 2nd
Floors, Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey
GY1 1EW
Company Secretary
Suntera (Guernsey) Limited
(formerly named Carey Commercial Limited)
Alternative Investment Fund Manager
Neuberger Berman Investment Advisers
LLC
Manager
Neuberger Berman Europe
Limited
Custodian and Principal Bankers
US Bank National
Association
Designated Administrator
U.S. Bank Global Fund Services
(Guernsey) Limited
Independent Auditor
KPMG Channel Islands
Limited
Sub-Administrator
U.S. Bank Global Fund Services
(Ireland) Limited
Financial Adviser and Corporate Broker
Jefferies International
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
Registrar
Link Market Services (Guernsey)
Limited
UK
Transfer Agent
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
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 the
Registrar's website:
www.signalshares.com.
Full contact details of the Company's advisers and Manager can
be found on the Company's website.