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SLF REALISATION FUND LIMITED
(formerly known as KKV SECURED LOAN FUND LIMITED)
Annual Report and Audited Cons
olidated Financial Statements
for the year ended 30 June 2022
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
2
GROUP
METRICS FOR THE YEAR ENDED 30 JUNE 2022
As at 30 June 2022, the investment objective of SL
F Reali
sation Fund Limited (the “Comp
any” and together
with its subsidiaries, the “Group”) is to reali
se all re
maining assets in the portf
olio of the Ordinary Share
class and the 2016 C Share cla
ss in a prudent manner co
nsiste
nt with the principles of good investme
nt
management and to return ca
sh to shareholders in
an orderly manne
r. The Group’s ba
se currency is
Sterling.
(2.86)%
per Ordinary
Share
1
1.81%
per 2016 C Share
1
17.44p
per
Ordina
ry Share
18.79p
per
2016 C Share
(65.60)%
Ordina
ry Share
1
(41.03)%
2016 C Share
1
NAV total return per share for
the year ended 30 June 2022
NAV per Share as at
30 June 2022
Share price discount to NAV
as at 30 June 2022
£21.36 million
for
Ordinar
y Shares
£15.39 million for
2016
C Shares
£28.48 million
for the
Ordinary Share class
£58.35 million
for the 2016 C
Share class
£3.60 million
for the
Ordinar
y Share c
lass
£6.95 million
for the
2016
C Share class
Market capitalisation as at
30 June 2022
Return of capital to shareholders
during the year ended 30 June
2022
Return of capital to
shareholders after the
reporting year ended 30 June
2022
The compara
tives for the other group metrics det
ailed above are d
isclosed on p
age 7.
1
These are
Alternative Performance Measures; refer to pages 106 to 108 for details.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
3
GROUP
METRICS FOR THE YEAR ENDED 30 JUNE 2022 (CONTINUED)
The key drivers of the change in Net Asset Va
lue (“NAV”) between 1 July 2021 and 30 Jun
e 2022 are
highlighted in the graphs below:
Ordinar
y Shares
2016 C Share
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
4
Index Page
Financial Metrics and Performance Summary
5
Company Ov
erview
8
Chairman’
s S
tatement
9
S
trategic Report
12
Investment Report
26
Directors’
Report
35
- S
tatement of Director
s’
Responsibilities
36
Director
s’ Biographies
38
Corporate Governance Re
port
39
Audit and Risk Committee Report
47
S
tatement of Compliance with the UK
Code of Co
rporate Governance
51
Independent Auditor
’s
Report
52
Consolidated S
tatement of Comp
rehensive Income
60
Consolidated S
tatement of Financial Po
sition
61
Consolidated S
tatement of Cha
nges in Equity
62
Consolidated S
tatement of Ca
sh Flows
63
Notes to the Financial S
tat
ements
64
Alternative Performance Measures
106
Company Information
109
List of
Acronyms
11
0
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
5
FINANCIAL METRICS
AND PERFORMANCE SUMMAR
Y
Financial Metrics
NA
V T
ot
al Return
1
The NA
V tot
al return measures how the
NA
V per Ordinary share
and 2016 C share has performe
d over a
period, taki
ng into account both capit
al distributions and divide
nds paid to sha
reholders. The NA
V total
return achieved by the Group is det
ailed in the table below:
Period
Ordinary
Shares
2016
C
Shares
Y
ear
to
30
June
2022
(2.86)%
1.81%
3 year
2
(56.40
)%
(14.18)%
Since inception
(26.90)%
(7.08)%
The NA
V total return since inception is ill
ustrated in the graph below:
Return of Capital
The investment objective of the Ordinary Share
s and the
2016 C Shares is to realise all remaining asset
s
in
a prudent manner consist
ent with the principles of
good investment manage
ment and to return cash to
shareholders in an orderly manner. Du
ring the year
ended 30 June 2022, the Company made a return o
f
capital on four separate occasions, as detailed
below, retu
rning a total of £28,478,054 to Ordinary
shareholders and £5
8,348,173 to 2016 C share
holders.
Ordinary Shares
2016 C Shares
Record date
Amount
per Share
Amount returned to
shareholders
Amount
per Share
Amount returned to
shareholders
20 July 2021
3p
£10,679,270
7p
£9,724,695
2 September 2021
3p
£10,679,270
21p
£29,174,087
9 March 2022
1p
£3,559,757
10p
£13,892,422
10 May 2022
1p
£3,559,757
4p
£5,556,969
1
Refer to pages 106 to 108 for the calculation
of these alternative performance me
asures.
2
NA
V total return over a 3-year period from 1 July 2019 to 30 June 2022.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
6
FINANCIAL METRICS
AND PERFORMANCE SUMMAR
Y (CONTINUED)
Financial Metrics (Continued)
Return of Capital Continued)
Refer to note 14 for full details of the Company’s return of capital.
Post year-end, the Company made one further return
of capital to Ordinary share
holders and 2016 C
shareholders. Refer to the
Strategic
Report and note 18 for furthe
r details.
Ongoing Charges
1
The ongoing charges for th
e year ended 30 June 2022
were 2.60% (30 June 2021: 1.63%).
Dividend History
With the Company in managed win
d down, the Board does
not intend to de
clare any further divide
nds. No
dividends were paid during the years e
nded 30 June 2022 and 30 June 20
21.
Acquisition of O
wn Ordinary Shares
The Group did not repurchase any Ordi
nary Shares or 2016 C share
s during the years ende
d 30 June 2022
and 30 June 2021.
On 1 September 2021, 1,731,838 Ordi
nary Shares held in treasu
ry were cancelled. As at 30 June
2022, no
Ordinary Shares or 2016
C Shares were held in tr
easu
ry. As at 30 June 2021, 1,731,838
Ordinary Shares
and no 2016 C Shares were held in treasury.
1
Refer to pages 106 to 108 for the calculation
of this alternative performance meas
ure.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
7
FINANCIAL METRICS
AND PERFORMANCE SUMMAR
Y (CONTINUED)
Performance Summary
1
The number of Ordinary Shar
es in issue as at 30 June 202
1 is presented after deducting 1,731,838 trea
sury shares.
2
Source: Bloomberg.
Sterling in millions, except per share data and
number of shares in issue
30 June 2022
30 June 2021
Number of shares in issue
- Ordinary Shares
355,975,669
355,975,669
1
- 2016 C Shares
138,924,222
138,924,222
NAV
- Ordinary Shares
£62.07
£93.24
- 2016 C Shares
£26.10
£82.95
NAV pe
r share
- Ordinary Shares
17.44p
26.19p
- 2016 C Shares
18.79p
59.71p
NAV total return per share
- Ordinary Shares
(2.86)% 1.38%
- 2016 C Shares
1.81% 13.99%
Share price
2
- Ordinary Shares
6.00p
17.50p
- 2016 C Shares
11.08p
35.00p
Share price discount
- Ordinary Shares
(65.60)% (33.18)%
- 2016 C Shares
(41.03)% (41.38)%
Market capitalisation
2
- Ordinary Shares
£21.36
£62.30
- 2016 C Shares
£15.39
£48.62
(Loss)/earnings per share
- Ordinary Shares
(0.73)p
0.51p
- 2016 C Shares
1.02p
9.54p
Return of Capital during the year
- Ordinary Shares
£28.48
£37.38
- 2016 C Shares
£58.35
£25.01
Comprehensive (loss)/income
- Ordinary Shares
£(2.62) £1.80
- 2016 C Shares
£1.42
£13.25
Investments and other receiv
a
bles and
prepayments
- Ordinary Shares
£55.93 £81.02
- 2016 C Shares
£16.52 £70.32
Cash and cash equivalents
- Ordinary Shares
£7.72 £12.57
- 2016 C Shares
£10.95 £12.78
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
8
COMPANY OVERVIEW
The investment objective and policy of the Co
mpany is set out in the Strategi
c Report.
Company
SLF Realisation Fund Limited
(formerly known as KKV Secured Loan
Fund Limited and SQN Asset Finance Income Fund Limited)
Incorporated in Guernsey on 28 May 2014.
Change of Name to SLF Realisation Fund Limited regi
stered on 1
December 2021.
Registered Guernsey Closed-e
nded Collective Investment Schem
e.
Admitted to the Premium Segment of the
UK Li
sting Authority’s Official List
and to trading on the Main Market of the London Stock Exchange on 14
July 2014 for Ordinary Shares, 9 November 2015 for the first issua
nce of C
Shares (which were converted into Ordinary Sha
res on the 25 October
2016) and 12 De
cember 2016 for the
second issu
ance of C Sh
ares (the
“2016 C Shares”).
Registration number 5851
9.
Portfolio Manager
KKV Investment Management Limited
(from 6 June 2020
to 31 December 2021)
1
Incorporated in England and Wales on 2
0 February 2020.
A subsidiary of Kvika Securities Limi
ted, the UK operation of Kvika Banki hf,
a Nordic bank listed on the NASDAQ Iceland main market.
Registration number 1247
5228.
 
(the “Portfolio Manage
r”)
Alternative Inv
estment Sanne
Fund Management (Guernsey
) Limited (“Sanne”)
Fund Manager
(formerly known as International Fund M
anagement Limited)
(from 6 June 2020 to date)
Regulated by the Guernsey
Financial Services Commissi
on under the
Protection of Investors (Bai
liwick of Guernsey) Law 2
020.
Incorporated in Guernsey with registration number 1
7484.
 
(the
“AIFM”)
 
Details of other service providers a
re provided on page 109.
1
On 20 August 2021, the Compan
y reached agreement with the then Portfolio Manager to
terminate the Investment Management
Agreement between the Company, the
Portfolio Manager and the
AIFM with effect from midnight on
31 December 2021. Sanne Fu
nd
Management (Guernsey) Limited continues to act as the Compan
y's AIFM and has
, with effect from 1 January 2022, delegat
ed
responsibility for the management of the portfolio to the Compan
y.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
9
CHAIRMAN’S STATEMENT
Introduction
I am pleased to provide share
holders with my second annual Chairm
an’s Statement, covering the peri
od
from 1 July 2021 to 30 June 20
22. It has been another b
usy year with significant progress
being made in
achieving the investment objective of the Company,
namely to follow a realisation strategy and return
capital to shareholders.
I am pleased to report that the realisation progra
m for both the Ordinary Share class and the 2016 C Share
class has made excell
ent progress, with return
s of
capital having been made during the year of 8p per
Ordinary Share (£28.5 million) and 42p per 2016 C S
hare (£
58.3 million). In addition, post year-end, we
have returned a further 1p per Ordinary Share (£3.6 million) and 5p
per 2016 C Share (£6.9 million).
In total, as at the date hereof, £69.4 million or 19.5p
per share has been returned to Ordinary share
holders
and £90.3 million or 65p per share has been retu
rned to 2016 C shareholde
rs since the realisation progra
m
began.
Performance
The NAV total return per Ordinary Share was (2.86
)% and the NAV total return per 2016 C Share was
1.81% for the year ended 30 June 202
2. Other key metrics were:
For the year ended 30 June 2022, the Company has
reported a combined loss after tax of £(1.20)
million, compared to a profit of £15.06 million for the year en
ded 30 June 2021.
The Ordinary Share NAV
at 30 June 2022
wa
s £62.07 million (17.44p per Ordinary Share)
compared to £93.24 million (26.19p per Ordina
ry Share) as at 30 June 2021.
The 2016 C Share NAV at 30 June 2022 was £26.10 million (18.
79p per 2016 C Share) compared
to £82.95 million (59.71p per 2016 C Sh
are) as at 30 June 2021.
Shareholder Engagement
The Board have engaged with sharehol
ders over the reporting p
eriod,
taking feedback and resp
onding to
their recommendations where a
ppropriate. Brett Miller ha
s
led this activity and will continue to do so as
we
continue to wind down the Comp
any.
Key Dev
elopments
It has been an incredibly busy year. Some events to note:
A return of capital was announ
ced in July 2021 with 3p per
Ordinary Share and 7p per 2
016 C
Share being returned to shareholde
rs.
In August 2021, a loan held in the 2016 C Shares portfo
lio (referred to as Borrower 4
1 in this report)
was refinanced for £16.8 million
(the Company also received an early repayment premium of
approximately £700,000) and a loan in the Ordinary S
hare portfo
lio (referred to as Borrower 16 in
this report) was disposed
of for
US$1 million (£0.7
million). As at
30 June 2021, the loan
s had a fair
value of £17.0 million and
£0.7 million respectively. In addition, a packa
ge of loans se
cured against
shipping vessels was refi
nanced generating proceeds of US$16.6 million (£12.0 million) for the
Ordinary Shares and US$18.4 millio
n (£13.3 million) for the
2016 C Shares (referred
to as
Borrowers 8, 47, 48 and 51 in this repo
rt). As at
30 June 2021, the loan
s had a fair value of £11.6
million for Ordinary Shares and £13.5 million for 2016 C Sha
res.
A further return of capital was ann
ounced in August 2021 with 3p
per Ordinary Share and 21
p per
2016 C Share being returned to shareholders.
Also in August 2021, the Comp
any reached agreem
ent with the Portfolio Manager to terminate the
Investment Management Agreement with effect
from midnight
on 31 December 2021. Further
details were contained in t
he RNS dated 20 August 2021.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
10
CHAIRMAN’S STATEMENT (CONTINUED)
Key Developments (Conti
nued)
In Octobe
r 2021, two loans within the 2016 C Sha
r
e Class portfolio, that provided regulatory ca
pital
for a US insurance business, were disposed of
for consideration of US$4.0 million (£3.0 million)
(referred to as Borrowers 42 and 58 in
this report). As at 30 June
2021, the loans had a fair value of
£2.7 million. A further loan in the Ordinary Share cl
ass (referred to as Borrower 10 in this report)
was realised for £3.8 million. As at 30 Ju
ne 2021,
the loan had a fair value of £3.6 million.
At the Company’s Annual General Meeting (“AGM”)
held on 29 November 2021, shareh
olders
approved all the resolutions, incl
uding a resolution
to adopt an incentive plan.
Further details are
set out in the Strategic Report.
On 1 December 2021, the Compa
ny changed its name to SLF Realisation Fund Limited.
A further return of capital was announ
ced in
February 2022 with 1p per Ordina
ry Share and 10p per
2016 C Share being returned to shareholders.
A further return of capital
was announced in Ap
r
il 2022 with 1p per Ordinary Sh
are and 4p per 20
16
C Share being returned to shareholde
rs.
In June 2022, the Compan
y announced that Borrower 43 within the 2016 C Share Class portfolio, a
wholesale portfolio of Mexican leases, had refi
nanced
and bought back the participation in the loan
for $6.4 million (£5.1 million). The loan
had a fair value of £7.0 million as at 30 June 2
021, since
which time the Company has also received amo
rtisation and interest payments amounting to
US$3.05m (£2.26 million). Also in
June 2022, a loan within the Or
dinary Share Class portfolio,
Borrower 37, an operatin
g lease of earth moving
vehicle
s, agreed a fi
nal repayment schedule,
whereby the borrower paid to the Company an
amount of £174,6
25 on each of 6 May 2022, 31
May 2022 and 30 June 2022, with a final payment received £176,175 on 29 July 2022 for full and
final settlement. The position had a fair value of £0.9 million as at 30 Jun
e 2021.
Also in June 2022, the Company a
nnounced that Borrowe
r 11 within the Ordinary Share
Class
portfolio, an anaerobic digestio
n (“AD”) plant located in Eire, had refinanced and repaid
£3.0
million. The loan had a fair value of £4.1 million as at 30 June 2021
.
Post Year End
Subsequent to the year end, the pace of activity has continued:
A further
return of capital was ann
ounced in July
2022 with 1p per Ordina
ry Share and 5p per 20
16
C Share being returned to shareholde
rs.
In July 2022, it was announced that Borrower 4
(an AD plant in Scotland)
was refinanced an
d sold
and the Company received £2.7 mil
lion, plus the potential of a furthe
r £0.2 million deferred
consideration. The loan ha
d a fair value of £2.8 million as at 30 June 2022.
Management Arrangements
On 20 August 2021, the Company anno
unced that it had reached an ag
reement with the Portfolio Manage
r
for termination of the IMA between the Company, the
AIFM and the Portfolio Manager with effect from
midnight on 31 December 2021. The
IMA was duly terminated on 31 December 2021
. Sanne Fund
Management (Guernsey) Li
mited (formerly International Fund Manageme
nt Limited) continues to act as th
e
Company's AIFM and has, with effect from 1 Januar
y
2022, delegated responsib
ility for the management of
the portfolio to the Company. In order to assist
the Board with
the management of the portfolio, the
Company has, with effect from 1
January 2022, entered into consultancy
agree
ments to secure the se
rvices
of the four investment professi
onals with the greatest knowledge of the Company
's assets (the
“Consultants”). In addition, an empl
oyee providing operational support ha
s tra
nsferred from the Portfolio
Manager to the Company by virtue of the Transfer of
Und
ertakings (Protection of
Employment) Regulations
2006 ("TUPE"). Brett Miller continues to oversee the
Company's reali
sation program and
continues to be
directly involved in the managed win
d down of the Co
mpany'
s portfolio. The appointment of the Consultants
and the transfer of the operational employee p
rov
ides continuity and ensures the
Company has the
necessary resource and e
xpertise for the realisation
of the balance of the portfolio. The Board may enga
ge
specialist consultants wher
e it is considers that su
ch appointments will assi
st
in maximising returns for,
and/or expediting capital returns to, shareholders.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
11
CHAIRMAN’S STATEMENT (CONTINUED)
Management Arrangements (Continu
ed)
Dawn Kendall was also T
UPE transferred from the Portfolio Manager to the Comp
any as an employee.
However she had been on leave of absence sinc
e
May 2021. As announced on 24 January 2022, the
Board reached a mutual agreement wit
h Dawn
Kendall to end her employment on 21 April 2022.
In summary, these arrangements are working extrem
ely well so far and are proving to be much mo
re
efficient than was the case whe
n the Company was externally man
aged.
The Score So Far
In posing the question: How is the realisati
on proceed
ing its worth recalling the backgroun
d.
With effect from 31 December 202
0, the current Direct
ors
constituted a majorit
y
of the Board and from that
point Brett Miller then had free rein to
really work wi
th
the Portfolio Manager initially and then
subsequently
with the Consultants and employee on running off the por
tfolio and returning
cash to shareholders. So far
the results have been qui
cker and better than expe
cted but there rem
ains much wo
rk to be done on a
portfolio that comprises some very d
ifficult assets,
a large proportion of which a
re distressed. At 31
December 2020, the share price of the Ordinary Sha
res was 16.5p bid and the 2016 C Shares was 41.9p
bid. Since then we have returned 19.5p a share in ca
sh to the Ordinary shareholders and 6
5p a share to the
2016 C shareholders. As of 22 September 20
22, t
he Ordinary Shares trade
d at 6.45p and the 2016 C
Shares at 7.40p. That’s approximately a 57% return fo
r the Ordinary sha
reholders and a 73%
return for the
2016 C shareholders. And
there’s still more work to do.
We have repeatedly represented to sh
areholders that we would
aim to get back to them as much as
possible of the June 2020 NAV in cash.
That NAV wa
s prepared with the bene
fit of independent valuations
for quite a few names in the portfolio that the Portfolio Manager had determine
d were difficult to value. The
30 June 2020 NAV was 36.19p pe
r Ord Share and 68.17p per
C Share. We hav
e therefore already returned
circa 51% of the Ordinary NAV and 95
% of the C Shar
e NAV within 19 month
s. Certainly for the 2016 C
Share class that is significantly
ahead of expectations at the outset
and we remain confid
ent about being
able to exceed 100%. In respe
ct of the Ordinary
Share class, p
rogress ha
s
been slower than expected
largely due to the problems with Suniva and the AD pl
ants but we remain optimistic abo
ut making further
progress.

Outlook
The Board expects the win
d-down plan will likely ta
ke appr
oximately 18 to 24 months to exit the majo
rity of
the remainder of the portfolio. Our
goal is to achieve a bal
ance between maximising val
ue received for
assets and making timely returns of capital. Whilst
the realisation program ha
s proceeded extremely well so
far and certainly ahead of expectatio
ns, we are cognisant of
the greater risk that
remains in the balance of
the portfolio, as whatever remains in the portfolio
has
not yet achieved a satisfactory exit. The Board
continues to work on a
chieving positive outcomes.
T
he task ahead remain
s great and as always,
we shall
keep investors informed of any devel
opments as they occur. We than
k
investors for their continued suppo
rt
and we hope to be in a position to report more progress in the co
ming months.
Bren
dan Haw
thorne
Chairman
29 September 2022
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
12
STRATEGIC REPORT
This Strategic Report is designed to provide inform
a
tion about the Company’s business an
d results for the
year ended 30 June 2022. It should be read in c
onjunction wi
th the Chairman’s Statement and the
Investment Report, which give a detailed review of inve
stment activities for the year and an
outlook for the
future. These include a review of the business of the
Group and its core activities, the principal risks and
uncertainties it faces, dividend policy and results for t
he year.
Corporate Summary
The Company is a non-ce
llular company limited by shares, regist
ered in Guernsey un
der the Companie
s
(Guernsey) Law 2008 (as
amended) with registere
d number 58519. The registe
red office of the Company is
BNP Paribas House, St Julian’s Avenue, St Peter Port, Guernsey, GY1 1WA, Channel Islan
ds.
The Company is an authorise
d collective investment sch
e
me in Guernsey, pursuant to the Protection of
Investors (Bailiwick of Guernsey) La
w 2020. The Company’s O
rdinary Shares and 2016 C S
hares are listed
on the premium segment of the Official List of the
UK Listing Authority and are admitted to
trading on the
Main Market of the London Stock Exchange.
With effect from 1 October 2021, the
Company ceased
to be a m
ember of the Association of Investment
Companies (the “AIC”) as the Directors decided not to
renew the Company’s membe
rship. The Directors
have decided to follow the UK Corpo
rate Governance Code (the “UK Code”).
Significant Events during the Year En
ded 30 June 2022
Management Arrangements
Amendment and Termination of Inve
stment Management Agreem
ent
On 20 August 2021, the Board announced that it had
rea
ched an agreement with the Portfolio Manager to
amend the IMA between
the Company, the Portfolio M
ana
ger and the AIFM, and for the I
MA to terminate
with effect from midnight on 31 December 2021. San
ne Fund Management (Guern
sey) Limited continues to
act as the Company's AIFM and has, with effect
from 1 January 2022, del
egated responsibility for the
management of the portfolio to the Company.
The key terms of the amended IMA were:
Management fees payable by the Company to the
Portfolio Manager of: (i) £2
30,000 for the month
of July 2021; and (ii) £218,500 per mont
h from 1 August 2021 to 31 Decemb
er 2021;
A payment of £100,000 in total payable by the Com
pany to the Portfolio Manager conditional
on the
publication of the Company's Annual Report and A
udited Consolidated Financial Statements for the
year ended 30 June 202
1 and the continued prov
is
ion of certain employees' services to the
Company to 31 December
2021;
The cla
wback arrangement being cancelled with
effect from 1 Ju
ly 2021. The amount outstanding
of £313,733 was cancelled on 1 July 2
021; and
No fees were payable by either party on terminatio
n other than those referred to above. In particular,
the Company was not be req
uired to make any payment to
the Portfolio Manager for the
termination of the IMA within the first 36 months
of the Portfolio Manager's appointment (wh
ere the
IMA currently stated that the Company would be re
quired to reimburse KKV for certain cost
s that
the Company would otherwise have incurred in connection with the transfe
r of the management
contract to the Portfolio Manager in June 2020).
The amended IMA provided for the on
going management of the
portfolio to 31 December 2
021 and allowed
for an orderly transition of the portfolio to the Company
. Brett Miller worked closely with the team at the
Portfolio Manager with respect to asset real
isations a
nd ongoing management of
the assets.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
13
STRATEGIC REPORT (CONTINUED)
Significant Events during the Year En
ded 30 June 2022
(Continued)
Management Arrangements (Continu
ed)
Amendment and Termination of Investm
ent Management Agreeme
nt (Continued)
In order to assist the Board with th
e management of
the portfolio, the Com
pany has, with effect from 1
January 2022, entered into
consultancy agreeme
nts to se
cure the service
s of the Consultants. In addition,
an employee providing operational sup
port and Dawn Kendall
transferred from the Portfolio Manag
er to the
Company by virtue of the TUPE. Dawn Kendall e
nded her
employment with the
Company on 21 April 2022.
Brett Miller continues to oversee the Company's reali
s
ation program and continues to be dire
ctly involved in
the managed wind down of the Company'
s portfolio.
The appointment of the Consultants and the transfer
of the operation
al employee
provides continuity and
ensures the Company ha
s the necessary resource
and ex
pertise for the reali
sation of the balance of the
portfolio. The Board may engage specialist con
sultants where it is considers that such appointments will
assist in maximising returns for, and/or expediting
capital returns to, shareholde
rs.
Return of Capital
On 7 July 2021, the Company announ
ced the third retu
rn of capital whi
ch was paid to sharehold
ers on 29
July 2021. This return of capital wa
s effected
by way of an issue and i
mmediate redemption an
d
cancellation of 355,975,669
B Shares and
138,924,222 D Shares on 21 July 2021.
On 18 August 2021, the Company anno
unced the fourth return of capita
l, whic
h was paid to shareholders
on 13 September 2021. This return of
capital was
effected by wa
y of an issue and immediate redempti
on
and cancellation of 355,975,669 B Share
s and 138,924,222 D Shares on 3 Sept
ember 2021.
On 24 February 2022, the Company announ
ced the fifth retu
rn of capital whi
ch was paid to sharehold
ers on
18 March 2022. This return of capital wa
s effected
by way of an issue and immediate re
demption and
cancellation of 355,975,669
B Shares and 138,924,222 D Shares on 10 March 2
022.
On 21 April 2022, the Com
pany announced the sixth
return of capital which was paid to
shareholders on 1
9
May 2022. This return of capital
was effected by way of an issue an
d immediate rede
mption and
cancellation of 355,975,669
B Shares and
138,924,222 D Shares on 11 May 2022.
The table below summaries the amounts retu
rned to shareholders
during the year:
Ordinary Shares
2016 C Shares
Record date
Amount per
Share
Amount returned to
shareholders
Amount per Share
Amount returned to
shareholders
20 July 2021
3p
£10,679,270
7p
£9,724,695
2 September 2021
3p
£10,679,270
21p
£29,174,087
9 March 2022
1p
£3,559,757
10p
£13,892,422
10 May 2022
1p
£3,559,757
4p
£5,556,969
Sale of Investments
Borrower 41 within the C Share Class portfolio
(as outlined in the Investm
ent Report)
On 4 August 2021, the Board announc
ed that a further loa
n underwritt
en by the Company, which
was held
solely within the 2016 C Share class portfolio, was
refinanced with another provid
er.
The loan was
refinanced for considerati
on of £16.82 million, bei
ng the total amount outstanding under the loan. Th
e
Company also received an early repayment premiu
m of
£0.7 million.
As at 30 June 2021, the investment
had a fair value of £17.0 million.
Borrower 16 within the Ordinary Share
Class portfo
lio (as o
utlined in the Investment Report)
On 4 August 2021, the Bo
ard announced the disp
osal of
the Company's interest in a l
oan, which wa
s held
solely within the Ordinary
Share class portfolio, for a
consideration of
US$1.0 milli
on.
As at 30 June 2021,
the investment had a fair value of £0.7 million.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
14
STRATEGIC REPORT (CONTINUED)
Significant Events during the Year En
ded 30 June 2022
(Continued)
Sale of Investments (Continued)
Borrower 8 within the Ordinary Sha
re Class portfolio
and Borrowers 47, 4
8 and 51 within the
2016 C Share
Class portfolio (as outlined
in the Investment Report)
On 9 August 2021, the Board
announced that a package
of loans secu
red against shippi
ng vessels to a
single borrower, which were unde
rwri
tten by the Company have been refina
nce
d with another provider.
The
loans were refinanced fo
r consideration of US$35.0 million (£25.
3 million). As the loans were held within
both the Ordinary and 2016 C Share class portfolio
,
US$16.6 million (£12.0 million) and US$18.4 million
(£13.3 million) were allocat
ed to the Ordinary and 2016 C Share cla
ss portfolio respectively.
As at 30 June 2021, the investments had a fair val
ue of £11.6 million (Ordinary) and £13.5 million (2016 C
share)
.
Borrower 42 and 58 withi
n the C Share Class po
rtfolio
and Borrower 10, 18
and 35 within the Ordinary
share class portfolio (as ou
tlined in the Investment Report)
On 6 October 2021, the Board a
nnounced that two loan
s
within the C Share Cla
ss portfolio, that provided
regulatory capital for a US insu
rance busi
ness,
have been
purchased by another party.
The loans have
been purchased for consideration of
US$4.0 million (£3.0 million).
As at 30 June 2021, the loans had a fair value of £2.7 million.
Borrower 10, a loan withi
n the Ordinary
Share Class
portfolio that financed do
mestic heating systems a
nd
associated maintenance c
ontra
cts has been settled. The loan wa
s pur
chased for consideration of £3.8m.
As at 30 June 2021, the loan had a fair value of £3.6 million.
In addition, two smaller settlements of position
s within
the Ordinary Share Clas
s portfolio were transacted,
as detailed below:
Borrower
Consideration
Date of
Completion
Fair value as at 30
June 2021
Loan Description
18
1
£0.0m
12 July 2021
£0.0m
Farm scale AD Plant
35
£0.3m
31 August 2021
£0.3m
Moveable micro hotel
1
Position was written off post receiving nil value from administ
ration.
Borrower 36 within the Ordinary Share
Class portfo
lio (as o
utlined in the Investment Report)
In October 2021, borrower 36 within th
e Ordinary Share Class p
ortfolio was sold for £1.0 million.
The loan
had a fair value of £0.9 million as at 30 June 2021.
Borrower 54 within the 2016 C Sha
re Class portfo
lio (as outlined in the Inve
stment Report)
Borrower 54 within the
2016 C
Share Class portfolio agreed
settl
ement of £2.4 million in December
2021. The loan had a fair value of £2.4 million as at 30 Jun
e 2021.
Borrower 55 within the 2016 C Sha
re Class portfo
lio (as outlined in the Inve
stment Report)
Borrower 55 within the
2016 C
Share Class repaid £1.2 million, with the
final payment received in
December 2021. The loan
had a fair value of £1.2 million as at 30 June 202
1.
Borrower 49 within the 2016 C Sha
re Class portfo
lio (as outlined in the Inve
stment Report)
In February 2022, borrowe
r 49 within the
2016 C
Share Cla
ss portfolio repaid £4.7 million.
The loan had a
fair value of £4.9 million as at 30 June 2021.
Borrower 57 within the 2016 C Sha
re Class portfo
lio (as outlined in the Inve
stment Report)
During the year, borrower 57 within the
2016 C
Share Class portfolio repaid £1.2 million, with the final
payment received in May 2022. The loan had a fair value of £1.2 million as at 30
June 2021.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
15
STRATEGIC REPORT (CONTINUED)
Significant Events during the Year En
ded 30 June 2022
(Continued)
Sale of Investments (continued)
Borrower 43 within the 2016 C Sha
re Class portfoli
o and Borrower 37 within the Ordina
ry Share Class
portfolio (as outlined in the Investment Report
)
On 13 June 2022, the Board annou
nced that Borrower 43 within the 2016 C Share Cla
ss portfolio, a
wholesale portfolio of Mexican leases, h
ad refinanced
and bought back the participatio
n in the loan for $6.4
million (£5.3 million). The loan had a fair value of £7
.0 million a
s at 30 June 2021, since which time th
e
Company has also received amorti
sation and inte
rest payments amounting to US$3.05m (£2.26 million
).
A loan within the Ordinary Share Class portfolio, Borro
wer 37, an operating lease of earth moving vehicles,
agreed a final repayment schedule, wh
ereby the bor
rower paid the Com
pany an amount of £174,62
5 on
each of 6 May 2022 and 31 May 202
2 and agreed a pay
ment of £
174,625 due on 30
June 2022, and a final
payment of £176,175 due on 29 July 2
022 for full and final
settlement. The investment had a fair value
of
£0.9 million as at 30 June 2021.
Borrower 11 within the Ordinary Share
Class portfo
lio (as o
utlined in the Investment Report)
On 30 June 2022, the Board announced that Borrowe
r 11 within the Ordinary Share Class p
ortfolio, an AD
plant located in Eire, has refinanced repaying £3.0 million.
The loan had a fair value of £4.1 million as at 30
June 2021.
Borrower 28 within the Ordinary Share
Class portfo
lio (as o
utlined in the Investment Report)
In June 2022, borrower 28
within the Ordinary Shar
e Class portfolio, was written off due to vandalism to
assets located in Sierra Leone preventing any recov
ery.
The loan had a fair value of £0.1 m
illion as at 30
June 2021.
Cancellation of treasury
shares
On 1 September 2021, 1,731,838 Ordin
ary Shar
es held in treasury were cancelled.
AGM held on 29 November 2021
Bonus payments
At the AGM, shareholders approved
a one-off cash
bonus of £280,000 to t
he Dire
ctors, payable in such
proportions as the Dire
ctors determine
to recognise
their achievem
ents to 30 June 2021 in achievin
g the
aims of the Company’s investment objective of a managed wind d
own.
The Board voluntarily agreed to split the bonu
s into two
parts, with the first half
to be paid immediately and
to defer the other half until the earlier of 1 January
2023 or the date at which a further £30 mi
llion had been
returned to shareholders.
During the year, a £140,000 bonus was
paid to the Direct
ors, with an accrual pa
yable of £140,000 as at 30
June 2022. £140,000 was
paid to the Directors po
st year
end, refer to note 18 for further information.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
16
STRATEGIC REPORT (CONTINUED)
Significant Events during the Year En
ded 30 June 2022
(Continued)
AGM held on 29 November 2021 (Co
ntinued)
Incentive plan
Shareholders at the AGM approved an in
centive plan (the
“Incentive Plan”).
The structure of the Ince
ntive Plan is for a bonus pool to be cre
ated for the Board (excluding David
Copperwaite as the indep
endent Dire
ctor), employe
es and consultants
of the Company (both pre
sent and
future) comprising cash
equivalent to 1.4% of the ag
gregate funds di
stributed to sharehold
ers since 1 Jul
y
2021 for a period up to 31 Decemb
er 2023, following whi
c
h the amount shall fall to
1.0% of aggregate funds
distributed to shareholders
for the period from 1 January 2024 to 30
June 2024 and will thereafter re
duce by
a further 0.2% every 3 months (the
"Bonus Pool"). The preci
se allocation of the Bonus Pool will be at the
discretion of the Board, subject
to the approval of the independent Di
rector. The Board wi
ll not distribute
more than 50% of the Bonus Pool
until the net assets
of the Co
mpany fall below £20 million a
nd no part of
the Bonus Pool will be paid out until a minimu
m of £80 million has been
returned to shareholders
cumulatively since 1 July 2021. The Bonu
s Pool has been capped a
t £2.3 million.
For the year ended 30 June 2022, an ince
ntive fee ac
crual of £2,266,001 (30
June 2021: £nil) has been
recognised.
Change of name
At the AGM, a resolution to change the Company’s name from KKV Secured Loan Fu
nd Limited to SLF
Realisation Fund Limited was app
roved by the requisite majority.
Update on Resolution 6 and Resol
ution 7 at the AGM
On 25 May 2022, the Board made an anno
uncement in regard to votes agai
nst Resolution 6
(Approval of
one-off bonus)
and Resolution 7 (Approval of the Inc
entive Plan) at the AGM on 29 November 2021 which
represented 27.47% and 27.05% of those
shares voting at the meeting.
The Board believes that certain investors may
have had some con
cerns regarding the payment of
performance incentive arra
ngements.
The Board is of t
he view that the policy is important in aligning the
incentives of those respon
sible for implementing the
investment policy of the Company wit
h shareholder
interests.
The Board has overseen the successf
ul revision of
the management arr
angements now in place, furth
er
details of which were set out in the announcement
on 10 Jan
uary 2022. The Board is satisfied that the
Company is now operating
efficiently
and whilst much
work remains to be done, the realisation
program has
advanced significantly since sha
reholders approved the new inve
stment policy.
Share Capital and voting rights
The Company’s issued sh
are capital as at 30 June
2022 consist
ed of 355,975,669 Ordinary Shares and
138,924,222 2016 C Shares of no par value. The share
capital
of the Company is represented by an
unlimited number of shares of no par value. All shar
es hold equal voting rights with no rest
rictions and no
shares carry special rights with regard to the contro
l of the Compa
ny. There are no special rights attached
to the shares in the winding up of the Co
mpany.
Please refer to note 13 for further info
rmation.
Subsidiaries and entities controlled by
the Group
The Company’s subsidiaries
are detailed in note 1. Brett Miller and
David Copperwaite ar
e the Directors of
all the Company’s subsidi
aries, except for SQN As
set Finance (Irela
nd) Designated Activity Company
(“SQN Ireland”), as mentioned on the ne
xt page. Information of each Director is shown on page 38.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
17
STRATEGIC REPORT (CONTINUED)
Subsidiaries and entities controlled by
the Group (Continued)
Effective 1 January 2022, the Company meets the def
inition of control under IFRS 10 – “Consolidate
d
Financial Statements” in respect to its investment ho
lding in SQ
N Ireland. As such, the results for SQN
Ireland have been consolidated with the Group’s Audit
ed Consolidated Fin
ancial Statements from this
effective date. The consolidation of SQN Irel
and has
had a limit
ed impact on the NAV of the Group. The
Board of SQN Ireland are employees of it
s administrator, Cafico Internatio
nal.
Refer to note 2.1 for further detail.
Purpose
The Company is an investment com
pany with wholly
owned subsidiarie
s incorporated in
Guernsey and
SQN Ireland incorporated in the Repu
blic of Ireland,
and establish
ed for the primary purpose of acting as
investment holding companies. The
Company’s purpose to
gether with its sub
sidiaries is to realise all
remaining assets in the p
ortfolio of the Ordinary Share
s and the 2016 C S
hares in a prudent manner
consistent with the principles of good i
nvestment m
anagement a
nd to return cash to sharehold
ers in an
orderly manner.
Investment Objective and Inv
estment Policy
Each share class has its o
wn investment objective and investmen
t policy, which are identi
cal and are set
out below.
Investment Objectiv
e
The investment objective of the Ordinary Share
s and the
2016 C Shares is to realise all remaining asset
s
in
the portfolio of both share
classes in a prudent ma
nner consi
stent with the principles
of good investment
management and to return ca
sh to shareholders in an orde
rly manner.
Investment Policy
The Company will pursue the investment objective
of the Ordinary Share
Cl
ass and the 2016 C Share
Class by effecting an orderly reali
s
ation of the assets in a ma
nner that
seek
s to achieve a bal
ance between
maximising the value received from tho
se assets and maki
ng timely returns of capital to sh
areholders. This
process might include sale
s of individual assets, mainly
structured as loans and leases, or running off the
Ordinary Share and 2016 C Share po
rtfolios in accor
dance with the existing terms of the assets, or a
combination of both.
As part of the realisation process, the Group may
also exchange existing debt instruments for equity or
other securities where, in the opinion
of the Board, th
e Group is unlikely to be able to otherwi
se realise such
debt instruments or will o
nly be able to realise them
at a material discount to the outstanding pri
ncipal
balance of that debt instrument.
The Company, on behalf of the Ordina
ry Share Class or
the 201
6 C Share Class, will cea
se to make any
new investments or to undertake
capital expenditure
except where, in the opinio
n of the Board:
the investment is a follow-on investment made
in connection with an existing asset held by the
Ordinary Share Class or t
he 2016 C Share Cla
ss in order to comply with the
Group's pre-
existing
obligations; or
failure to make the follow-on investment may resu
lt in a breach of contract or applicable law or
regulation by the Group; or
the investment is considered necessary by the
Board to prote
ct or enhance the value o
f any
existing investments of the Ordinary Share Class
or the 2016 C Share Class to facilitate orderly
disposals of assets held by the Ordinary
Share Class or the 201
6 C Share Class.
Any cash received by the Company as part of the realisat
io
n process prior to its di
stribution to shareholders
will be held by the Company, on behalf of
the Ordinary Share Cl
ass or the 2016 C Shar
e Class, as cash on
deposit and/or as cash equ
ivalents.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
18
STRATEGIC REPORT (CONTINUED)
Investment Objective and Investmen
t Policy (Continued)
Investment Policy (Continued)
The Company does not intend to unde
rtake any new borrowings on behalf of the Ordi
nary Share Cla
ss or
the 2016 C Share Class,
although the Company
may bor
row where, in the opinion of
the Board, an
investment is considered necessary
to protect or enhance the value of an existing investment and the
Company does not have the available equity capital
to fund the investment. Any such borrowi
ngs are
expected to be short-term and would be repaid follo
wing the realisation of assets.
Any material change to the new Investment objective and
investment policy for the Ordina
ry Share Class or
the 2016 C Share Class would require Ordina
ry
Shareholder or 2016 C Shareholder app
roval in
accordance with the Listing Rules.
Significant Events after the Rep
orting Period
Return of Capital
On 12 July 2022, the Company announced the seventh retu
rn of capital which was paid to share
holders on
3 August 2022. This return of capital was effected
by way of an issue and immediate redemption and
cancellation of 355,975,669
B Shares and
138,924,222 D Shares on 26 July 2022.
The table below summaries the amounts retu
rned to shareholders:
Ordinary Shares
2016 C Shares
Record date
Amount per
Share
Amount returned to
shareholders
Amount per Share
Amount returned to
shareholders
25 July 2022
1p
£3,559,757
5p
£6,946,211
Asset Realisations
On 12 July 2022, the Board announce
d that within
the Ordinary Share Class portfolio, Borrower 4, an AD
plant located in Scotland had
refinanced. The positi
on was restructured and sold, repaying the fund £2.7
million plus the potential for a further £0.2 million of def
erred consideratio
n. It had a fair value of £2.8 million
as at 30 June 2022 with a further £0.
1 million advan
ced to fund creditors.
Financial risk management objectives and policies
The Board is responsible for the Company’s system
of risk managem
ent and internal control and meets
regularly in the form of periodic Board meetings to
receive reports from the Audit and Risk Committee and
to consider the effectiveness of such controls
in managing and mitigating risk. The Audit and Ri
sk
Committee considers the detail of t
he Risk Management Framework, and
the risk re
porting from the AIFM
who has day-to-day respon
sibility for the management of risk.
The Board confirms that it has reviewed the effectiveness of the
Company’s system of risk managem
ent
and internal control for the year ende
d 30 June 2
022, and to
the date of appr
oval of these Audited
Consolidated Financial Statements. The Board has taken
into consi
deration the Financial Reporting Council
(“FRC”)’s, “Guidan
ce on Risk Mana
gement, Internal Cont
rol an
d Related Financial and Bu
siness Reporting”
to ensure that the Company’s syst
em of risk management and internal control is designe
d and operated
effectively, in line with best prac
tice guidance provided by the FRC.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
19
STRATEGIC REPORT (CONTINUED)
Principal Risks and Uncertainties
The Principal Risks facing the Compan
y are as set out below.
Please refer to note 17 for reference to
financial risk management disclosu
res, which explains
in further detail the below risk exposures a
nd the
policies and procedure
s in place to monitor and mitigate these ri
sks.
The approach of the Audit and Risk Committee to the identification and ma
nagement of risk is set out in
more detail in the Audit and Risk Comm
ittee Report.
The Committee has, with the assistance of the AIFM,
and the Administrator est
ablished an internal co
ntrol
framework to provide reasonable but not absolu
te
assurance on the effectiveness of the i
nternal cont
rols operated
on behalf of the Company
by the service
providers as the management and a
dm
inistrative functions are outsou
rced to third parties. The Risk
Framework is kept under review.
When consid
ering the total return of the Group, the
Board takes account of the risk
which has been ta
ken to
achieve that return. The Board looks at numerou
s risk
factors, an overview of which is set out below:
Principal
Risk
Description
Mitigating Factors
Counterparty
/Asset risk
The Company’s
performance is subje
ct
to risks primarily
inherent to asset
financing; in particular,
the quality of the assets
underpinning the
transaction and the risk
of default by the
counterparties. This may
affect the Company’s
ability to operate
profitably.
No new investments have been made in
the current period.
Ongoing monitoring programme
s are in place which allows the
Board, with the assistance of the Consultants and the
Company’s employee, to identify and a
ddress risks at an e
arly
stage.
Valuation
Risk
Reliability of asset
valuations is considered
a key risk.
Given the sector of
investment, valuations
of the counterparties’
underlying businesses,
and assets over which
security exists, are
calculated and rely upon
assumptions, using
inputs such as cash
flows, discounts,
security, profitability and
going concern
assumptions.
The fair value of investments
and any fair value adjustments are
assessed and agreed by the AIFM
and Board. The
Board also
engages the Consultants, who hav
e experience in the sector
and are familiar with the valuation p
rocess, to prepare the
valuation of the investments held in the portfolio. The Board can
also engage professi
onal valuers if required.
Key reporting information is st
ructured within the transa
ctions, to
ensure that all necessary borro
wer data can be accessed where
required.
The Group’s investments are cla
ssified at fair value throug
h
profit or loss. Refer to note 2.3 and note 9 for detail of key
estimates and assumptio
ns applied by the Com
pany when
considering valuation of investment
s held as at 30 June 2022.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
20
STRATEGIC REPORT (CONTINUED)
Principal Risks and Uncertainties (Continued)
Principal
Risk
Description
Mitigating Factors
Currency
Risk
The Company is invested i
n a global
portfolio and investments will not always
be in the base currency of the Company.
As a result, such investments will carry
currency risk, if the non-ba
se currency
investments are not hedged.
The Board have determined curren
cy hedging is not to be
conducted at this time.
This is closely monitored by the Company and if deemed
appropriate, the hedging transacti
ons will be re-
established.
Liquidity
risk
The Company’s investmen
ts are not
publicly traded or freely marketable. As a
result, there is likely to be a limited or no
secondary market to transact in.
Therefore, investments may be difficult to
value or sell, with a risk of any achievable
sale being at a value that is lower than the
current valuation of such assets.
With the Company being wound do
wn, all remaining
assets in the portfolio are being di
sposed of in a prudent
manner consistent with the principle
s of good investment
management.
The Company seeks to maximise the values it receives
when realising or seeki
ng repayment of investments.
Geopolitical
risk
The Company provides as
set finance to
counterparties in several jurisd
ictions
exposing the Company to potential
economic, social, legal and political ri
sks,
such as the Ukraine conflict.
The Group
therefore faces significant risks as a result
of a financial crisis.
The Company is invested in a diversified portfolio across
a wide range of industry
secto
rs and therefore the
portfolio is sufficiently diversified to assist in the mitigation
of such risk, though
this diversification will decrea
se as
the Company is wound do
wn.
Significant events causing market volatility are closely
monitored, as are the impac
ts/potential impacts on the
positions and counterpartie
s the Company is invested in.
Ukraine Conflict
Russia invaded Ukrai
ne in February 2022, which has
added to the geopolitical and macro
-economic
uncertainties faced by the Company.
The invasion itself
and resulting international san
ctions on Russia have
already caused substa
ntial economic disruption a
nd is
expected to have a severe impact on the global
economy.
The conflict has spur
red further ri
ses in already
elevated, oil, gas and food pr
ices that will continue to
drive inflation. The full effects
will take time to flow through
fully and manifest themselves in the balance sheets of
companies and impact ability to repay loan
s.
The Company has no direct exposure to Ukrai
ne or
Russia and any impact o
n the Company
’s cash flow is not
expected to be material.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
21
STRATEGIC REPORT (CONTINUED)
Principal Risks and Uncertainties (Continued)
Principal
Risk
Description
Mitigating Factors
Operational
risk
The Company is ultimately resp
onsible for all
of its operations. As at 30 June 2022, the
Company has one employ
ee, for other
services it enters int
o contract
s with its
service providers, including the Con
sultants,
Administrator and AIFM, to ensure
operational performance and regulato
ry
requirements are met. With effect from 1
January 2022, the Board is more involved
with the investment management of the
investments held by the Company.
The Company conduct
s thorough due diligen
ce and
interviews each service provider prior to appointment.
Ongoing monitoring of service
providers
is carried out
through the regular repo
rts
service providers su
pply,
which include ongoin
g updates on all operational and
regulatory matters.
The Management Engag
ement Committee
periodically reviews all service providers, the
employee and the Consultants asi
de from the
auditors.
Perfor
mance
risk
The performance of the Company is la
rgely
determined by the success of the Board in
meeting or exceeding performance objectives
and the expectations of investors, in
accordance with the objectives set out in the
Investment Policy.
The Board receives regular NAV information a
nd
cash flows. With effect from 1
January 2022, the
Board is more involved with the investment
management of the investments held by the
Company.
Regular announcement
s are provided to investo
rs to
appraise them of company performance.
Brexit is no longer considered a prin
cipal risk, as
the United Kingdom has now left the European Uni
on. As
at 30 June 2022, there has not been a material impact
on the Group due to Brexit and no material future
impact is expected.
Emerging Risks
Principal risks, including e
merging risks, are miti
gated and manag
ed by the Board through continual review,
policy setting and reviews of the Company’s risk ma
trix by the Audit and Risk Committee to ensure that
procedures are in place with the intention of mini
mising the imp
act of the above mentioned risks where
possible. The Board reli
es on periodic repo
rts pr
ovided by the AIFM, Administrator, employee and
Consultants regarding risks that t
he Company face
s. When required,
experts
will be employed to gather
information, including legal advise
rs and third-party
valuation specialists. The Comp
any has not identified
any emerging risks as at 30 June 2022.
Going C
oncern
As the Company is in ma
naged wind down, the Au
dited Consolidated Financial Statement
s for the year
ended 30 June 2022 have been prep
ared on a basis other than goi
ng concern.
Viability Statement
At least once a year the Directors are required to
ca
rry out a robust a
ssessment of the prin
cipal and
emerging risks and make a statem
e
nt which explains how they hav
e assessed the pr
ospects of the
Company, over what period they have done so and why t
hey consider that peri
od to be appropriate, taking
into account the Company’s current position and
princi
pal and emerging
risks. The princi
pal and emergin
g
risks faced by the Compan
y are described on pages 19 to 21.
As detailed above, the Company is pre
paring the Au
dited Consolidated Financi
al Statements using a basis
other than going concern as the
Company is in ma
nage
d wind down. Accordi
ngl
y, the Directors have not
assessed the longer-term viability of the Company other
than for the managed wind down of the Company
.
The Directors have assessed the wind dow
n of the Company to be within 18
to 24 months of the date of the
approval of these Audited Consolidat
ed Financial Statements, although t
here i
s no guarantee that it will be
possible to realise the asse
ts within that timeframe.
Life of the Company
The Company has an inde
finite life, however as ou
tlined above the Company is in manag
ed wind-down.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
22
STRATEGIC REPORT (CONTINUED)
Section 172(1) Statement
Although the Company is domiciled in G
uernsey, the B
oard adheres to the UK Corporate Governance Co
de
and acknowledges its duty to comply wit
h section 172(1)
of the UK
Companies Act 2006 to act in a way that
promotes the success of t
he Company for the benefit of
its members as a whole,
having regard to (amongst
other things and to the extent applicable):
a)
consequences of any decision in the lon
g-term;
b)
the interests of t
he Company’s employe
es;
c)
need to foster business relationships
with sup
pliers, customers and others;
d)
impact on community and environment;
e)
maintaining reputation; and
f)
act fairly as between members of the Company.
The Board considers this duty to
be inherent within the culture the Company and a part of its decision-
making process.
The Company’s culture is one of open
ness, tran
sparency and inclusivity.
Respe
ct for the opinions of its
diverse stakeholder’s features foremo
st, as does its desi
re to implement its operations in a
sustainable way.
The principal deci
sions section on page 24 o
utlines
decisions taken durin
g the year, which the Board
believe, have been taken to meet the Company’s invest
ment obje
ctive and policy. The Board considers the
factors outlined under section 172 an
d the wider interests of
stakeholders a
s a whole in all decisions it takes
on behalf of the Company.
Information on how the Board has enga
ged with its stakeholders is outlined belo
w.
Stakeholder engagement
Stakeholder
Ho
w the Board engages
Shareholders
The Board recog
nises that it is important to maintain app
ropriate contact with
all shareholders to understa
nd their issues and
concerns. There is a
programme of conta
ct with major share
ho
lders and other sh
areholders are able
to contact any Director through the Company Secre
tary.
During the year, the Board engaged
with its sharehold
ers by:
1) Publishing
announcements.
2)
Publishing half-yearly and
annual rep
orts and accou
nts.
3)
Making themselves available to meet major shareholde
rs as
requested.
4)
Obtaining shareholder fee
dback di
rectly and via the Corpo
rate Broker.
5)
Making themselves available to be contacted by shareholders.
Shareholders receive relevant information allo
wing them to make informed
decisions about thei
r investments.
The Board receives the views
of
shareholders allowin
g it to consider these views throughout its deli
berations.
During the year, consi
derable enga
gement with shareholde
rs took place
regarding:
1)
the managed wind down of the Co
mpany in respe
ct of both share
classes.
2) Management
arrangements.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
23
STRATEGIC REPORT (CONTINUED)
Section 172(1) Statement (Continued
)
Stakeholder engagement (Continued)
Stakeholder
How the Board engages
Third party service providers
The
Board
is
reliant
on third party service providers to help the Company
operate in a compliant and efficient manner.
During the year, the Board engaged
wi
th its service providers by:
1)
Receiving detailed written and ve
rbal reports at b
oard meetings.
2)
Regular communication
with representatives via tel
ephone and
email to discuss ad hoc matters.
3)
Undertaking an annual
review via the Management Engage
ment
Committee and providing feedback,
where a
ppropriate, regarding
service levels to service providers.
External
Auditor
The Board engages with
the external auditor to ensure that the annual
audit process operates effectively, efficiently and predictably.
The Audit Committee meets with the auditor formally
on a biannual basis
and more frequently where req
uired. The auditor p
rovide valuable
feedback on the Compa
ny and those of its service provide
rs that have a
delegated responsibility fo
r areas of accounting an
d internal control.
As noted further below and in the Audit and Risk Committee Report, the
Audit and Risk Com
mittee has engaged extensively with Deloitt
e LLP to
understand their appro
ach and requirements.
The wider community and the
environment
The Board supports fully the growi
ng importance pla
ced on
Environmental, Social and Corpo
rate Governance (“ESG
”) factors whe
n
delivering against the Company’s obj
ectives. The Company has made
significant investment in assets such a
s AD plants, which should
have a
positive impact on the environment. T
he Board and the AIFM, in managing
the Company’s assets, are mindful of social, ethical and environmental
issues of companies within the Gro
up’s portfolio, acknowled
ging that
companies failing to manage these issues ad
equately run a long-term ri
sk
to the sustainability of their businesses.
Given that the Company is in wind
down, the Company will not be making
new investments but will continue
to follow good practice on ESG issues whe
re applicable.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
24
STRATEGIC REPORT (CONTINUED)
Section 172(1) Statement (Continued
)
Principal decisions
Principal decision
Stakeholder considerations / interes
ts
Managed wind down of the
Company
As part of the managed wind down of
the Company, the Board continue
s
to realise investment
s in a manner
that achieves a bal
ance between
maximising the value received from investments and maki
ng timely
returns of capital to shareholders.
During the year ended 3
0 June 2022, the Com
pany made a return of
capital on four separate occasions, re
turning a total of £28,478,054 to
Ordinary shareholders and £58,348,173 t
o 2016 C sharehol
ders.
Refer to note 14 for full details of the Company’s return of capital during
the year ended 30 June 2022 an
d note 18 for the return of capital
subsequent to the year ended 30
June 2022.
Termination of the IMA
During
the
year,
the
Co
mpany in discussion with the Portfolio Manager
agreed to the termination of the IMA with effe
ct from midnight on 31
December 2021. Sanne F
und Management (Guernse
y) Limited continues
to act as the Company's AIFM and has,
with effect from 1 January 2022,
delegated responsibility for the manageme
nt of the portfolio to the
Company.
Following the termination of the IMA,
the Board engag
ed four Consultants,
who were previously emplo
yed by the Po
rtfolio Manager, to assist with the
management and wind down of the investment portfoli
o.
An employee providing operational su
pport and Dawn Kendall
transferred
from the Portfolio Manager to the
Company by virtue of TUPE. Dawn
Kendall’s employment was terminate
d
by mutual agreement on 21 April
2022.
Employee engagement
With effect from 1 January 2022, an employee providi
ng operational support and Da
wn Kendall
transferred
from the Portfolio Manager to the Company by virtue of TUPE.
Dawn Kendall’s employme
nt was terminated
by mutual agreement on 21 April 2022.
As at 30 June 2022, the Company has o
ne employee.
Business relationships
The Board considers its busine
ss rela
tionships with stake
holders to be important and is pro
active in
fostering these relationships. For
details on the nature
of these relati
onships and how the Co
mpany fosters
relationships with its stakeholders, refer to the
stakeholder engag
ement section on pag
es 22 to 23. The
Board also considers the impact prin
cipal decisions
have on its stakeholde
rs, which is detailed in the
principal decisions sectio
n above.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
25
STRATEGIC REPORT (CONTINUED)
Culture of the Company
The Board recognises that its tone a
nd culture is impor
tant and will g
reatly impact its interaction
s with
shareholders and se
rvice providers. The importance of
sound ethi
cal values and behaviours is crucial to the
ability of the Company to achieve it
s corporate objecti
ves successfully.
The Board individually and collectively
seeks to act
with diligence, hone
sty and integrity. It encourages its
members to express difference
s of perspective and to chall
enge but always in a respectful, open,
cooperative and collegiate fashion. The
Board enco
ur
ages diversity of thought and a
pproach and chooses
its members with this approach in mind. The Corporate Governance princi
ples that the Board has adopted
are designed to ensure th
at the Co
mpany delivers value to its share
holders and treats all shareholders
equally. All shareholders are encoura
ged to have an open dialogue with the Board.
The Board has adopte
d a code for Director de
alings and a proc
edure for matters reserved for the B
oard
and matters delegated to service providers to e
nsure an appropriate a
nd effective framework for
implementation and oversight. The Board inte
nds to revi
ew its internal culture and that of its service
providers on a regular b
asis.
Environmental and social issues
The Company is a clo
sed-ended investment compa
n
y, which has one employ
ee, and therefore its own
direct environmental impact is minimal. As the
Company is a close ended investment com
pany, the Group
is currently exempt from the requireme
nt to report
against the
recommendations of the T
ask Force for
Climate Related Disclosures. The B
oard notes that
the companies in which th
e Group invests will have
a
social and env
ironmental impact over
which it has no cont
rol. As the Company is in m
anaged wind down,
the business model is to actively realise assets in line with the investment poli
cy and not make any new
investments, however the Board contin
ue to follow good practice on ESG issues where appli
cable. The
Board considers that the impact of
climate chang
e does not give rise to a material impact on the Group’s
Audited Consolidated Financial Statements.
The Board holds all its meetings in Guernsey and, wh
ilst Dire
ctors and service providers may travel to
Guernsey for quarterly meetings, the G
roup’s direct
g
reenhouse gas e
missions and environm
ental footprint
are believed to be negligible. However, many of the companie
s and projects in which the
Group invests
have a very positive environmental footprint. The AD
plants the Group finan
ces use
waste of many types to
produce sustainable fertili
sers and electricity or ga
s, wh
ich are provided to the re
spective National Grid
s.
Additionally, our support for oth
er renewabl
e energy sour
ces likewise provide alternative energy sources to
fossil and/or nuclear fuel
s. In these ways, the Board
is pleased that the Group p
lays a positive part in the
environmental arena.
Future strategy
The Board seeks to achieve the objectives
set out in
the investment objective and policy, to deliver a
realisation strategy and return capital to shareh
olders
whilst also protecting capit
a
l values.
The Directors have assessed the wind dow
n of the Company to be within 18
to 24 months of the date of the
approval of these Audited Conso
lidated Financial Statements, but
there can be no guarantee that this
timetable will be achievable.
This Strategic Report was approv
ed by the Board of Directors o
n
29 September 2022 and si
gned on its
behalf by:
Brendan Hawthorne
David Copper
waite
Chairm
an Direc
tor
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
26
INVESTMENTS REPORT
Overvie
w
Realisations continued throughout the
year at a strong pace with negotiation
s in place as describe
d further
below. As is typical in a runoff credit scenario, mo
st of the
facilities have now been closed where a not
overly complex solution was possible.
The Company will continue to proactively work
with remaining
creditors to source funding
or restructure borro
wing companies for sale o
r refinance.
The Company has worked closely with borrowers, whil
st also o
ptimising the return of capital to
shareholders in as expeditious a man
ner as possible. This resulted in £86.
83 million being returned to
shareholders durin
g the year. All distributions were paid
as capital returns, as o
pposed to dividends, which
were suspended in March 2020. No f
oreign exchange (“FX”) hedging ha
s been undertaken during th
e
reporting period with non-GBP balan
ces convert
ed into GBP at the soonest opportunity.
The FX exposures in the portfolio as at 30 June 20
22 were:
FX exposures
(in millions)
Fair value
Ordinary Share
Original currency
GBP
GBP 35.49
35.49
EUR 20.10
17.31
USD 1.91
1.57
2016 C Share
GBP 11.71
11.71
EUR 7.14
6.14
USD -
-
Market b
ackdrop
Political instability increased signific
antly in the second half of the finan
cial year as Russia invaded Ukrain
e
and many countries implemented sanctions again
st Russia in response.
Interest rates have risen across Europe, the UK
and the USA increasing the co
st of debt and reducing
ability to refinance. Significant inflationary pressure
s were the primary cause of central bank a
ction
impacting busine
ss’ cost base.
Energy shortages cau
sed by the conflict are reduci
ng output and expected to be more difficult entering
European winter especiall
y for energy intensive bu
sinesses. Man
y government
s have imple
mented support
packages on energy price
s, which may mitigate some of the risk.
For the AD assets there was limited good news, though fo
r the few assets that do not have fixed price
offtakes the increased energy values were positive
. Only Borrowers 1 & 2 benef
it from this, however,
neither have shown stable gas output levels yet. For
those AD plants usi
ng waste materials, some have
been able to secure new supply chain
s, though inflationary pressure remains a risk.
The Ordinary Share Class and 2016 C Share Class Portfolios
As the portfolio is in wind down, all bo
rrowers ar
e
asked to repay debt were possibl
e and the Company
seeks to refinance such debt or fa
cilitate sale of
other invest
ments. The Company return
s capital to
shareholders via capital re
payments.
Dividends
No dividends were distribut
ed during the reporting pe
riod. However, it should be noted that
the Company
was able to continue capit
al distributions to sharehol
der
s as loans were refin
anced or matured. In the year,
£28.48 million was returned to Ordina
ry shareholders and £5
8.35 million returned to 2016 C sh
areholders.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
27
INVESTMENT REPORT (CONTINUED)
Ordinary Share Class
Borrower
FV at 30
June 22
£m
FV at 30
June 21
£m
Change
in FV
£m
Asset
Typ
e
Asset Class
Currency
Grade
Borrower 1
10.6
7.9
2.7
Finance
Lease
Anaerobic
Digestion
GBP
10 : Loss
Borrower 2
9.1
9.7
(0.6)
Finance
Lease
Anaerobic
Digestion
GBP
10 : Loss
Borrower 4
2.8
3.7
(0.9)
Finance
Lease
Anaerobic
Digestion
GBP
10 : Loss
Borrower 5
1.0
0.6
0.4
Term Loan
Manufacturing
USD
10 : Loss
Borrower 6
17.3
19.8
(2.5)
Term Loan
Manufacturing
EUR
8 : Extremely
high risk
Borrower 8
Closed
11.6
n/a
Term Loan
Shipping
USD
10 : Loss
Borrower 10
Closed
3.6
n/a
Hire
Purchase
Wholesale
Portfolios
GBP
10 : Loss
Borrower 11
Closed
4.1
n/a
Finance
Lease
Anaerobic
Digestion
EUR
7 : High risk
Borrower 16
Closed
0.7
n/a
Term Loan
IT & Telecom
USD
10 : Loss
Borrower 18
Closed
-
n/a
Finance
Lease
Anaerobic
Digestion
GBP
10 : Loss
Borrower 19
2.5
1.4
1.1
Finance
Lease
Manufacturing
GBP
10 : Loss
Borrower 20
1.4
1.7
(0.3)
Revolving
Loan
Wholesale
Portfolios
GBP
10 : Loss
Borrower 21
-
2.1
(2.1)
Term Loan
Medical
USD
9 : Doubtful
Borrower 22
2.0
2.4
(0.4)
Finance
Lease
Anaerobic
Digestion
GBP
5 : Acceptable
risk
Borrower 23
1.3
1.1
0.2
Finance
Lease
Anaerobic
Digestion
GBP
10 : Loss
Borrower 24
2.0
2.0
-
Finance
Lease
Anaerobic
Digestion
GBP
5 : Acceptable
risk
Borrower 26
0.9
1.2
(0.3)
Finance
Lease
Wind Turbines
GBP
7 : High risk
Borrower 28
Closed
0.1
n/a
Hire
Purchase
Infrastructure
Equipment
GBP
10 : Loss
Borrower 61
3.0
3.7
(0.7)
Deferred
Payment
CHP
GBP
8 : Extremely
high risk
Total
53.9
77.4
Property, Plant and Equipment Inv
estments
Borrower*
FV at 30
June 2022
£m
FV at 30
June 2021
£m
Change in FV
£m
Investment
Type
Asset Class
Currency
Borrower 35
Closed
0.3
n/a
Operating
Lease
Infrastructure
GBP
Borrower 36
Closed
0.9
n/a
Operating
Lease
Marine Equipment
(ex. Vessels)
GBP
Borrower 37
Closed
0.9
n/a
Operating
Lease
Equipment for
construction GBP
Total 2.1
* Used Borrower terminology to be consistent th
roughout repor
t, however these are PPE
assets.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
28
INVESTMENT REPORT (CONTINUED)
Equity Holdings and other Investments
Borrower*
FV at 30 June
2022 £m
FV at 30 June
2021 £m
Change
in FV £m
Investment
Typ
e
Asset
Class
Currency
Borrower 38
-
-
-
Equity
Medical
USD
Borrower 39
0.5
0.9
(0.4)
Equity
Helicopters
USD
Borrower 62
-
-
-
Equity
Technology
GBP
Total 0.5
0.9
* Used Borrower terminology to be
consistent throughout repor
t, however these are Equity assets.
Credit Assumptions - A
D Assets
The Board instructed KPMG LLP to prov
ide a fair value
valuation of seven remaining AD as
sets as at 30
June 2021. As most facilities h
ad either repaid or were
in the process of sale a
n
updated external val
uation
was felt unnecessary. Wh
ere a transaction was
underwa
y the expected cashflows from
this were used to
value the asset. For borrowers 23 a
nd 24, the
June 2022 value adj
usts the June 202
1 valuation by
removing the p
recedin
g 12 months o
f cash flow and
projecting the most recent 6 months
of revenues as
continuing for a further 18 months.
For AD assets that are not currently
under a formal sales pro
cess, an assumption of 1 year to complete a
sale has been used. This may or may not prove correct as each asset has its own unique chara
cteristics.
The future income stream for each pl
ant is predomi
nantly derive
d from fixed
government energy subsidies
based on production volume. Whil
e spot energy prices
have risen si
gnificantly, several plants h
ave pre-
agreed energy supply co
ntracts fixing the unit prices fo
r the project lifespan. Most a
ssets have also not
operated at full capacity as described further belo
w.
Position
FV Discount
Rate
Risk G
rade
S
ecur
ity
Type
Borrower 1
7.5-9.0%
10
AD Asset
Secured against a 5MW AD plant lo
cated in Hartlepool.
The facility is in default (risk grade 10).
The plant is operational, and no remediat
ion work requ
ired so not deemed project finance risk.
In June 2021, KPMG’s weighted average valuation was £8.6m.
Consistent supply of feedstock rem
ains an issue wi
th efforts underway to allow additional pro
ducts.
Borrower 2
7-8.5%
10
AD Asset
Secured against a 5MW AD plant lo
cated in Middlesbrough.
No operational and remedi
ation work re
quired so n
ot deemed project finance risk.
In June 2021, KPMG’s weighted average valuation was £1
0.5m.
Consistent supply of feedstock remains an iss
ue. If Borro
wer 1 is able to add additional p
roducts
this will free supply it would otherwise co
nsume.
Plant suffered a material period of low output in late 2021 due to technical problems with feedsto
ck
mix.
Borrower 4
20%
10
AD Asset
Secured against a 5MW AD plant lo
cated in Aberdeenshi
re.
A sale of this asset for £2.7m plus £0.2m deferred occurred in July 2022.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
29
INVESTMENT REPORT (CONTINUED)
Credit Assumptions - AD Assets (Continued
)
Position
FV Discount
Rate
Risk G
rade
S
ecur
ity
Type
Borrower 22
8.0-9.0%
5
AD Asset
Secured against 0.5MW farm scale AD
plant in Northern Ireland.
Performing AD asset with over 12 months of stable e
nergy output.
In the first half of the financial year,
the plant was acquired by new owners.
The new owners are currently seeking to refinance ma
jority (if not all) of the Company’s position,
leaving a residual amortising junio
r debt position.
Borrower 23
8.5%-9.5%
10
AD Asset
Secured against 0.5MW farm scale AD
plant in Northern Ireland.
The facility is in default (risk grade 10).
The Company holds a 50% share.
An exit is uncertain at this point.
Borrower 24
8.0-9.0%
5
AD Asset
Secured against a 0.5MW AD plant in Northe
rn Ireland.
Performing AD asset with over 12 months of stable e
nergy output.
The Company holds a 50% share.
An exit is uncertain at this point.
Borrower 61
20%
8
AD Asset
This exposure is the deferred consideration from
closi
ng out an AD asset in the Republic of Ireland.
The Company has offered the borro
wer until Q3 2022 to repay.
The facility is high risk reflecting the potential r
epossession of speci
fic assets held via an SPV.
Non-AD Assets
Position
FV Discount
Rate
Risk G
rade
S
ecur
ity
Type
Borrower 5
20%
10
High Risk
Former Solar Manufacturer. Potential recoveries from Chine
se guarantor, equipment, or tariff
proceeds.
Claim vs tariffs – It appears certain that no recovery will occur fro
m this.
Claim vs guarantor – The credit quality of the guarantor is un
certain.
Court process to hear the guarantor clai
m scheduled to begin in Septembe
r 2023.
An appeal ca
se was required to further pursue the
guarantor, however, the guara
ntor won. A new
court process is required, whi
ch
will likely take over 18 months.
The Company has been i
n direct discussions
wi
th the guarantor, and it is h
oped it can agree a
settlement with both the guarantor and SQN Asset Servicing LL
C this year.
The equipment is of uncertain value, depend
ent
on political policies and outcomes in USA.
The Company has little to no control over timing of a potential sale
of the equipment.
Highly uncertain cash flows with limited
value assigned.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
30
INVESTMENT REPORT (CONTINUED)
Non-AD Assets (Con
tinued)
Borrower 6
20%
8
Fixed Asset
Security includes glass manufactu
ring equipment based in France.
In Q4 2021, the management team informed
the Company tha
t due to transformational
project
issues and raw material price inflation the company was forecasting a cash flow sq
ueeze
throughout FY22 and into FY23. The
company’s key creditors, which incl
udes the Company,
agreed to support the borro
wer by restructuring their resp
ective positions.
The Company agreed to restructu
re the repayment
profile and ex
tend the maturity of the facility
from mid-2023 to mid-2024.
Management is consideri
ng refinancing the Com
p
any’s position, but are mindful of inflationary
headwinds and are too ea
rly in the process to
be able to provide any level of certainty.
Borrower 19
20%
10
Fixed Asset
Secured against paper ma
nufacturing machinery lo
cated in Aberdeen and Kent.
The offer from the borrower to acquire the equipment fell through.
The borrower is engaged in a sale process that will re
sult in the settlement of the Company’
s facility.
The FV of the facility is supported by an independe
nt valuation report of the underly
ing machinery.
It is assumed it will take until at least the end of 2022 to clo
se the transaction.
Borrower 20
20%
10
Realisable
Secured against a whole
sale portfolio of working capital SME loans.
Company granted extension to pay from Sept
ember 2021 until 31
December 20
21 to source new
funding. This date passed, and the borrower is
still pursuing refinan
cing opportunities.
Material amortisation has occurred in 2022 so fa
r.
Borrower 21 &38
20%
10
High Risk
Non-specialist hospital equipment, with uncertain value.
Hospital closed on 30 June 2022. Attempts to sell t
he hospital failed, and owner co
uld no longer
finance ongoing losses.
A corporate recovery/speci
al situations com
pany has been appointed to manag
e the closure of the
hospital.
An auction of the company’s equipment is likely to take place in late Septembe
r/October 2022,
alongside the hospital’s o
wn equipment.
Borrower 26
20%
7
Fixed Asset
Two wind energy assets with two leases.
One is paying to schedule, the other was in arrears bu
t continues to pay.
The lease in arrears has had difficu
lty obtaining in
surance on the turbine.
The arrears were cleared in September 2022.
Cash flows assumed from the initial schedule.
The borrower has indicate
d an interest in refinancing.
Borrower 37
20%
10
High Risk
This operating lease was establishe
d following
the rescue of yellow metal earth moving vehicles
from an administration.
The contract was turned in
to a deferred paym
ent schedule, which completed in July 202
2.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
31
INVESTMENT REPORT (CONTINUED)
Non-AD Assets (Con
tinued)
Borrower 39
10%
10
Realisable
Portfolio of ageing helicopter assets.
SQN Capital Management LLC have agreed sale of helicopter a
ssets with a deferred payment
schedule to a known counterpa
rty.
Scheduled monthly payments under the
deferred
sale agreement to August 2022
have been met.
3 of the 4 helicopters were sold in Septem
ber
2022 as the buyer exercised the e
arly payment
option. The Company received US$486k (£422k)
for its share of the sale proceeds.
One helicopter remains on
the deferred sale schedule,
which ends in March 2023.
Borrower 62
20%
10
High Risk
Equity position from sale of hotel
technology provider facilities.
No recent cash flow or bal
ance sheet has be
en provided, therefore unabl
e to assume any cash
flows.
Closed Transactions
Facility Fair
Value
June 2021
Description
Borrower 4
1
£3.7m
Borrower refinanced for £
3.0m.
Borrower
8
£11.6m
Borrower refinanced for £12.0m. Marin
e vessels were badly
hit pre and early in Covid-19 cycle but sa
w significant
improvement into 2021.
Borrower
10
£3.6m
Refinance agreed for £3.8m. Facility finance
d domestic
heating systems and the main
tena
nce contracts.
Borrower 11
£4.1m
Borrower refinan
ced.
Borrower
16
£0.7m
Refinance agreed for £0.7m. Brazilia
n telecom assets were
held in a complex ownership structure, intertwin
ed with
another business. Our a
ssets appeare
d to produce minimal
cash flows due to ground rents
payable to a sister co
mpany.
No interes
t paid sinc
e 2015.
Borrower
18
£nil
Zero received from adm
inistration of plant that started in
2019. Farm scale AD plant based in NE England.
Borrower 28
£0.1m
Zero recovery - Facility was written off due to vandalism to
assets located in Sierra Leone preventing any recovery.
Borrower
35
£0.3m
Sale of assets for £0.3m plus refurbishm
ent costs was
achieved. Underlying assets broadly rusting proof of con
cept
containers converted into mi
cro hotel room
s. Very poor-
quality accommodation with high operational costs. Liability
to cover refurbishment, storage a
nd disposal co
sts
extinguished.
Borrower 36
£0.9m
ROV
asse
ts sold for £1m.
Very lim
ited utilisation of assets
attached to third-party vessel, lease only paid on utilisation.
Borrower 37
£0.9m
Deferred payment schedule compl
eted in July 2022. £1.1m
was received since June 2
021.
1
Position disposed of in July 2022. Refe
r to note 18 for further information.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
32
INVESTMENT REPORT (CONTINUED)
2016 C Share Class
Borrower
FV at 30
June 2022
£m
FV at 30
June 2021
£m
Change in
FV £m
Asset
Typ
e
Asset Class
CCY
Gross
Yield
Grade
Borrower 41
Closed
17.0
n/a
Term Loan
Waste
Processing
GBP
9.50%
4 : Average
Borrower 42
Closed
2.0
n/a
Term Loan
Insurance
USD
10.00%
10 : Loss
Borrower 43
Closed
7.0
n/a
Term Loan
Wholesale
USD
10.80%
10 : Loss
Borrower 44
2.3
4.2
(1.9)
Revolving
Loan
Wholesale
GBP
9.50%
10 : Loss
Borrower 45
0.9
0.5
0.4
Finance
Lease
Manufacturing
EUR
9.20%
10 : Loss
Borrower 46
5.3
3.9
1.4
Term Loan
Aviation
EUR
9.60%
10 : Loss
Borrower 47
Closed
4.7
n/a
Term Loan
Shipping
USD
10.40%
10 : Loss
Borrower 48
Closed
4.7
n/a
Term Loan
Shipping
USD
10.40%
10 : Loss
Borrower 49
Closed
4.9
n/a
Term Loan
Infrastructure
Equipment
GBP
9.00%
6 : Borderline risk
Borrower 50
3.8
4.5
(0.7)
Finance
Lease
Waste
Processing
GBP
10.00%
5 : Acceptable risk
Borrower 51
Closed
4.1
n/a
Term Loan
Shipping
USD
10.40%
10 : Loss
Borrower 52
3.0
3.8
(0.8)
Finance
Lease
Waste
Processing
GBP
9.80%
5 : Acceptable risk
Borrower 53
2.5
3.4
(0.9)
Term Loan
Construction
GBP
8.80%
5 : Acceptable risk
Borrower 54
Closed
2.4
n/a
Receivables
Purchase
Infrastructure
Equipment
GBP
9.90%
8 : Extremely high
risk
Borrower 55
Closed
1.2
n/a
Term Loan
Material
Handling
USD
10.00%
5 : Acceptable
Borrower 57
Closed
1.2
n/a
Term Loan
Aviation
EUR
8.80%
5 : Acceptable risk
Borrower 58
Closed
0.7
n/a
Term Loan
Insurance
USD
10.00%
10 : Loss
Borrower 59
0.1
0.4
(0.3)
Finance
Lease
Marine
GBP
10.30%
6 : Borderline ris
k
Total
17.9
70.6
Position
FV Discount
Rate
Risk G
rade
S
ecur
ity
Type
Borrower 44
20%
10
Realisable
Secured against a whole
sale portfolio of working capital SME loans.
The Company granted extension to pay
from September 2021 until 31 December 2021 to source
new funding. This passed, however, the Company is still pursu
ing refinancing opportunities.
Material amortisation has occurred in 2022 so fa
r.
Borrower 45
20%
10
High Risk
Secured against car engi
ne manufacturing equipment
. Currently in liquidation.
Protracted insolvency process ha
s prevented sale to date.
Assets of obligor will be sold by public auction, likely in Q3 202
2.
Fund’s assets do not have to be sold by public a
uction.
Some difficulty obtaining access to the site for potential buyers, but we believe this will be possible
and happen in Q3 2022.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
33
INVESTMENT REPORT (CONTINUED)
2016 C Share Class (Continued
)
Position
FV Discount
Rate
Risk G
rade
S
ecur
ity
Type
Borrower 46
10%
10
Realisable
Exposure secured against a modern AW169 Helicopter via a Germa
n mortgage.
Valuation of helicopter is taken
from third party valuation report.
The Company worked with the borrower to secu
re
a long term lease contract for the helicopter.
The borrower is aiming to refinance or sell the helicop
ter within the next 12 months.
Borrower 50
10.93%
5
Fixed Asset
Secured against a fridge re
cycling plant located in Gat
eshead.
Performing asset. No arrears.
Borrower 52
11.39%
5
Fixed Asset
Secured against a waste recycli
ng plant.
Performing asset. No arrears.
Borrower 53
9.72%
5
Realisable
Secured against seven juni
or participations in
public-private partnership (“PPP”)
contracts.
Performing asset with good cash flow visibility,
underpinned by PPP contracts in Northern Ireland.
Assume the facility will run to matu
rity as per the original schedule.
Borrower 59
11.81%
6
Realisable
Marine Equipment. Performing asset.
No indication from the business that the
y int
end to refinance. Therefore, assume
d facility will
mature as scheduled.
Facilities Closed
Facility Fair
Value
June 2021
Description
Borrower 41
£17.0m
Borrower refinanced in full
including a prepayment fee.
Monthly amortisation paid until close. Facility recycled
garden and food waste into compost in
Northern Ireland.
Borrower 42 & 58
£2.7m
Position sold for £2.7m to a third party. Transaction f
unded
the start-up costs and regulatory
capital for a US insurance
business.
Borrower 43
£7.0m
Borrower refinan
ced for US$6.4m (£5.3m) in June 20
22, in
addition, the Company received US$3.05m (£2.2
6m) in
regular interest and princi
pal payments during the year
ended 30 June 2022.
Borrower 47, 48 & 51
£13.5m
Borrower refinanced for £1
3.3m. Marine vessels were badly
hit pre and early in the Covid-19 cycle bu
t saw significant
improvement into 2021.
Borrower 54
£2.4m
Borrower agreed settlement in full of £2.4m in Dece
mber
2021.
Borrower 55
£1.2m
Borrower agreed settlem
ent in full, final payment of £0.42m
received in December 2021.
Borrower 57
£1.2m
Borrower repaid in full agai
nst revised schedule.
Borrower 49
£4.9m
Borrower refinanced in full
, including a prepayment fee.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
34
INVESTMENT REPORT (CONTINUED)
Outlook
At the time of writing, the economic
effects of the Co
vid-19 pandemic seem
likely to continue combi
ned with
rising inflation and interest rates. We will therefo
re keep the facilities under regular review.
Brett Miller
Director
29 September 2022
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
35
DIRECTORS’ REPORT
The Directors present the Annual Report and Audited
Consolidated Finan
cial Statements of the Group for
the year ended 30 June 2022.
Statement as to Disclos
ure of Information to the Auditor
The Directors who held office at the date of approval o
f th
is Directors’ Report confirm that, so far as they are
each aware, there is no relevant audi
t information of which the Company’
s auditors are unawa
re and that
they have taken the steps that they
ought to have
taken as Directors
to ma
ke themselves aware of any
relevant audit information and to establish that the Company’s audi
tors are aware of that information.
Fair, Balanced and Understandable
In assessing the overall fairness, balance and
understa
ndability of the Annual Report and Audited
Consolidated Financial
Statement
s the Board has perfo
rmed a comprehensive revi
ew to ensure
consistency and overall balance.
Board of Directors
The Directors of the Company as
at the year-end and up to the date of this repo
rt were:
Brendan Hawthorne (Chairman)
Brett Miller
David Copperwaite
The biographical details of the Directo
rs in
office at the year-end are provided on page 38.
Directors’ Interests
The Directors of the Company as
at the year-end and up to the date of
approval of this report held the
following interests in the Company’s sha
re capital:
Director
Number of Ordinary Shares
Number of 2016 C Shares
Brendan Hawthorne
-
-
Brett Miller
-
-
David Copperwaite
410,000
-
Notifications of Sharehol
dings
In accordance with Chapter 5 of the Disclo
sure
Guidance a
nd Transparency Rules
(which covers the
acquisition and disposal of major sha
reholdings a
nd voting rights), the Company did not receive a
ny
notifications during the year ended 30
June 2022 from shareholde
rs that had an interest of greate
r than 5%
in the Company’s issued share capital.
The Company received th
e following notification during the period
1 July 2022 to 29 September 2022:
Percentage
of
total
voting rights
Morgan Stanley & CO. International PLC
5.07%
Philip J Milton & Company Plc
5.01%
Ordinary Share Buybacks
At the AGM held on 29 November 2021, the Direct
or
s were gra
nted authority to repurchase 53,3
60,753
Ordinary Shares and 20,8
24,741 2016 C Shares (being equ
al to 14.99% of the number of Ordinary Share
s
and 2016 C Shares in issue) for cancellation. This
authority will expire upon
the date of the next AGM
unless previously renewed
, varied or revoke
d by the Company in a general me
eting.
The Directors inten
d to seek annual renewal of thi
s
authority from the shareholders. Pursu
ant to this
authority, and subject to the Companies (Guern
sey) Law, 2008, as amended
(“Companies Law”) and the
discretion of the Directors, the Company
may purchase
Ordinary Shares and 2016 C
Shares in the market if
they believe it to be in sha
reholders’ interests.
No
Ordinary Shares or 2016 C Shares were repurcha
sed by
the Company during the year end
ed 30 June 2022.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
36
DIRECTORS’ REPORT (CONTINUED)
Indemnities
To the extent permitted by Companie
s
Law, the Company’s Articles p
rovide an indemnity for the Directo
rs
against any liability except such (if any)
as they shall incur by or through t
heir own breach of trust, brea
ch of
duty or negligence.
During the year ended 30
June 2022 and up to th
e date of this Annual Re
port, the Group has maintaine
d
insurance cover for its Director
s under a Directors a
nd Officers’ liability insurance policy.
2021 AGM
The AGM was held in Guern
sey on 29 November 2021. Th
e notice for the AGM
set out the ordinary
resolutions to be proposed at the meeting. Separate re
solution
s were proposed for each sub
stantive issue.
Voting on all resolutions at the AGM was by poll. The
proxy votes cast, including details of votes withheld
were disclosed to those in attendance at the meet
ing and the results were published on t
he website and
announced via the RNS on 29 Novemb
er 2021. All resolutions were passe
d
The Directors welcome communicatio
n with all shar
eholders and can be contacted in writing at the
Company’s registered office, whi
ch can be found on page 109.
One-Off Bonus and Incentive Plan
Refer to the Strategic Report for details on
the one
-off bonus payment and incen
tive plan.
Borrowing
The Group does not have any external borrowing
s.
Events after the Reportin
g Period
Refer to page 18 of the Strategic Report
and note 18 for
further details on eve
nts after the reporting period.
Statement of Directors’ Responsibilities
The Directors a
re responsibl
e for preparing the
Annual Report and Audit
ed Consolidated Financial
Statements in accordance with appli
cable law and regulations.
Company law requires the
Directors to p
repare financial
statements for ea
ch financial year. Under that law,
they have elected to prepare the financial statements in accordan
ce with
International Financial Reportin
g
Standards as adopted by the European Union and a
pplicable law.
The financial statements are required by
law to give a true and fair view of the state of affairs of the
Company and of its profit or loss for that period.
In preparing these Audited Consoli
dated Financial Statements, the Directo
rs are required to:
select suitable accounting
policies and apply them consi
stently;
make judgements and esti
mates that
are reasonable, relevant and reliabl
e;
state whether applicable acco
unting standards ha
ve been followed, subject to any material
departures disclosed an
d explained in
the financial statements;
assess the Company’s ability to continue as a go
in
g concern, discl
osing, as applicable, m
atters
related to going concern; and
use the going concern basis of accounti
ng unless th
ey either intend to liquidate the Comp
any or to
cease operations, or have no realistic alt
ernative but to do so.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
37
DIRECTORS’ REPORT (CONTINUED)
Statement of Directors’ R
esponsibilities (Continued)
The Directors are resp
onsible for keepin
g proper account
ing records that are
sufficient to show and explain
the Group’s transa
ctions and disclose with rea
sonable
accuracy at any time the financial positio
n of the
Group and enable them to ensu
re that its Audited Co
nsolidated Financi
al Statements comply with the
Companies (Guernsey) Law, 2008. They
are
responsible for
such internal control as they determine
is
necessary to enable the preparation
of financial statements that are
free from material misstateme
nt,
whether due to fraud or error, and have general responsi
bility for taking such steps as are re
asonably open
to them to safeguard the assets of the Group an
d to prevent and detect fraud and other irregularities.
The Directors are respon
sible for the maintena
nce and
integrity of the corp
orate and financial information
included on the website and for the p
reparation and di
ssemination of the Au
dited Consolidated Finan
cial
Statements. Legislation in Guernsey governing the prep
aration and disseminati
on of financial statement
s
may differ from legislation in other jurisdictions.
Responsibility statement of the Dire
ctors in respect of the Annual
Report and Audited Consolidated
Financial Statements
We confirm that to the best of our knowledge:
the Audited Consolidated Financia
l Statements, prepared in accordan
ce
with the applicable set of
accounting standard
s, give a true and fair view of the
assets, liabilities, financi
al position and profit or
loss of the Group; and
the Directors’ Report
includes a fair review of the developm
ent and performan
ce of the business and
the position of the issuer, together wi
t
h a description of the princip
al
risks and unce
rtai
nties that they
face.
We consider the Annual Report and Audited Consolidated
Financi
al Statements, taken as a whole, are fair,
balanced and understand
able and provides the informat
ion necessary for share
holders to assess the
Group’s position and perfo
rmance, business model an
d strategy.
By order of the Board
Brendan Hawthorne
David Copper
waite
Chairm
an Direc
tor
29 September 2022
29 September 2022
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
38
DIRECTORS’ BIOGRAPHIES
David Copper
waite (Non-Executive Director) -
Appointed 31 December 20
20
David Copperwaite, a resi
dent of Guernsey, is on the boa
rd of director
s of a number of in
vestment funds
operated by various financial groups. These invest
ment
funds include multi-functio
nal investment, venture
capital, direct lending, distressed a
nd non-perform
ing debt togethe
r with su
bstantial private equity
investment entities, involving financial service com
panie
s, insurance broking, banking and real estate
development.
Mr Copperwaite has over 50 years' experience in th
e financial service
s sector working for Standard Bank
between 1965 and 1973 f
ollowed by Lloyds Bank Internat
ional Limited between 1973 and
1997. In that time,
Mr Copperwaite held a number of position
s including Principal Manage
r (Sterling European Region
)
between 1988 and 1997. In that role he
was responsibl
e for all international priv
ate banking operations in
Guernsey, Jersey, Gibraltar and Londo
n (Mayfair) and these covered t
he are
as of banking, investment
funds (open-ended, split capital and clo
sed),
cash and money management, secured and un
secured
lending, offshore trusts and compan
y management. Mr Copperwaite is a former
Chairman of The
International Bankers Association.
Brendan Hawthorne (Non-Exec
utive Chairman) -
Appointed 24 Februa
ry 2021
Mr Hawthorne is an experienced no
n-ex
ecutive director and chai
rman with
significant work-out experienc
e
in the listed and private equity environments.
He ha
s been invol
ved in the running off and
realisation of
numerous listed funds
across a wide ra
nge of asset
classes. He has m
ore than 25 years’ ex
perience as an
asset recovery specialist and is frequent
ly invited to join or chair boards where a form of orderly wind down
is indicated.
Brett Miller (Director) -
Appointed 16 September 2020
Brett presently serves as a director of the fo
llowing publicly liste
d companies: Mancheste
r and London
Investment Trust plc and Secu
red Income Fund pl
c. He is also a dire
ctor of a number of u
nlisted and/or
private companies.
Brett has wide ranging clo
sed end fund and investm
ent
trust/investment company experien
ce both as an
investor and in managing or se
rving on boards of
closed ended funds. He has
been involved (as executive
and non-executive director) in the managem
ent and in
some cases, the running off and realisation, of
numerous LSE and AIM listed clo
sed end funds across a
wide range of asset classe
s including (but n
ot
limited to) HWSI Realisation Fund Limited, The Local
Shopping REIT plc, China Growth Opportunitie
s Fund,
Loudwater Trust plc, Rapid Reali
sations Fund Limited,
Ranger Dire
ct Lending Fund plc, and EIH plc. He
has considerable expertise in restru
cturing a
nd re-aligning manag
ement incentives and aligning
shareholder and mana
gerial interest
s fo
r both ongoing and realisation situation
s.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
39
CORPORATE GOVERNANCE REPORT
Introduction
The Board is committed to high standard
s of corporat
e gove
rnance and has put in pla
ce a framework for
corporate governance, which it believes,
is appropriat
e for an investment company.
Compliance with Corporate Gov
ernance Codes
For the period from 1 July 2021 to 1 O
ctober 2021,
the Company
was a member of the AIC and followed
the AIC Code of Corporate Governan
ce. During
this period, the Co
mpany complied with the
recommendations of the AIC Co
de and as such also
me
t the requirements of the UK Code a
nd by default
the Guernsey Code
With effect from 1 October 2021, the Company is no
longer a member of the AIC as the
Directors de
cided
not to renew the Company’s membershi
p and the Directors decided to follow the UK Code.
The Guernsey Financial Service
s Commission ha
s conf
irmed that companies that report against the UK
Code are deemed to meet the Guern
sey Code of Co
rporate Governance (the
“Guernsey Code”). The UK
Code is available from the Financial
Reporting Council
(the “FRC”) website (
www.frc.co.uk
).
Throughout the year ended 30 June 2022, the Comp
any has complied with the recommendat
ions of the UK
Code and by default the Guernsey Code, except to the extent highlighted b
elow:
Appointment of a Senior Independent Di
rector (provision 12).
Chairman is chairman of the Audit and Risk Committe
e (provision 24).
Going concern basi
s for accounting (pro
vision 30).
Provision 12: No Senior Independent Di
rector has been
appointed. The Board does not therefore maintain a
document setting out the responsibilit
ies of the Senior Independent Dire
ctor. All Directors
have different
qualities and areas of expertise on which they lead,
and concerns can be conv
eyed to the Chairman, or
another Director if shareholders do not wish
to rai
se concerns with the Chairman
.
Provision 24: The Chairman is also Ch
airman of t
he Audit and Risk Committee. In view of the Company
being in managed wind down, the Board consider th
is appropriate given the Board’s size and Mr
Hawthorne’s significant financi
al expertise and ind
ependence from
executive management of the Compan
y.
Provision 30: These Audited Consolida
ted Financial St
atements have been prepared on a basi
s other than
going concern as the Com
pany is in managed wind down.
The Group complies with the corporate govern
ance
statement requirements pur
suant to the UK FCA
Disclosure and Transpa
rency Rules by virtue of the
info
rmation included in
the Corporate Governan
ce
section of the Annual Report.
The Board believes that this Annual Rep
ort and Audi
ted Con
solidated Financial Statements presents
a fair,
balanced and understa
ndable assessment of the Grou
p’s position an
d prospects, and provides
the
information necessary for sha
reholders to asse
ss the Group’s perfo
rmance, busine
ss model, st
rategy,
principal risks and uncertainties.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
40
CORPORATE GOVERNANCE REPORT (CONTINUED)
Board Independence, Composition a
nd Diversity
Brett Miller was appointed as a Directo
r on 16 Sept
ember 202
0. David Copperwaite was a
ppointed as a
Director on 31 December 202
0. Brendan Hawthorne was a
ppointed as Chairman
of the Board on 24
February 2021. The biographical details
of the Direct
ors are listed on page 38 a
nd demonstrate a breadth of
investment, accounting, banking and pro
fessional experience.
Brendan Hawthorne and
David Copperwaite are consi
dered indepe
ndent. Brett Miller is not consi
dered
independent by virtue of his role in managing the portfo
lio and disposal of the asse
ts of the fund in the wind
down period.
Given the Company has entered th
e wind-up phase i
n its
life cycle
, the Directors conside
r that there are no
factors, as set out in Provision
10 of the UK Code, which compromise the Chairma
n’s or the other Non-
Executive Director’s independence and
that all Directors co
ntribute to the affairs of the Company in an
adequate manner. The Board reviews the independ
ence of all Directors periodi
cally.
The Board values the importance of diversity to the effective functioning of the Board.
Directors’ Duties and Responsibilities
The Directors have adopted a set of reserve
d powers,
which establish the
key purpose
of the Board and
detail its major duties. Thes
e duties cover the following
areas of res
ponsibility:
statutory obligations and public disclo
sure;
approval of key investment and disposal decision
s;
strategic matters and finan
cial reporting;
Board composition and accountability to shareh
olders;
risk assessment and management, incl
uding repo
rting, compliance, monitori
ng, governance and
control; and
other matters having material effects on the Group.
These reserved powers of
the Board have been adopted by the Dire
ctors to demonstrat
e clearly the
importance with which the Board takes i
ts fiduciary
responsi
bilities and as an on
going means of measurin
g
and monitoring the effectiveness of its actions.
The Board meets at least four time
s each year, monitors the Gro
up’s share price an
d NAV, and regularly
considers ways in which to enhance the return of capita
l to investors du
ring the winding up of the Grou
p.
The Board is responsible for the sa
fegu
arding of the assets of the Group and taking rea
sonable steps for
the prevention and detection of fraud and other irregulari
ties. The Company Secretary also
ensure that all
Directors receive, in a timely manne
r, all relevant managem
ent, regulatory and finan
cial information relating
to the Group. Directors unable to atte
nd a Board m
eeting are
provided with the Board papers a
nd can
discuss issues arising in the meeting wit
h the Chairman or anothe
r Director.
Individual Directors may, at the
expense of the
Group, seek independent
professio
nal advice on any
matters that concerns them in
the furtherance of their duties.
Board and Committees
The Board has established three committees:
the Audit and Risk Committee;
the Management Engagement Committe
e, and
the Remuneration and Nomination Co
mmittee.
The responsibilities of these Committees are describ
ed below. Each Committee report
s to and is subject to
the oversight of the Board. Term
s of reference for each Committ
ee have been approved by the Board and
are available in full on the website.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
41
CORPORATE GOVERNANCE REPORT (CONTINUED)
Board and Committees (Continued)
Board
Responsibilities:
Statutory obligations and public disclosure.
Approval of key investment decisions.
Strategic matters and financial reporting.
Board composition and accountabilit
y to shareholders.
Risk assessment and management, inclu
ding reporting,
compliance, monitoring, gove
rnance and control.
Responsi
ble for consolidat
ed financial statements.
Other matters having material effects on the Group.
Audit and Risk Committee
Management Engagement Committee
Delegated Responsibi
lities:
Review the conso
lidated financial stateme
nts,
including review of the accountin
g policies and
methods utilised.
Review the effectiveness and intern
al control
policies and procedures over
financial reporting
and identification, assessment and rep
orting of
risk.
Make recommend
ations to the Board in relatio
n
to appointment, re-appointment and remova
l of
external audit
ors, approving remuner
ation and
terms of engagement of external auditors an
d
assess the effectiveness of the audit process.
To monitor risk management and interna
l control
systems on an ongoing basis, performing a
review of their effectiveness, and recommending
actions to remedy any failings or
weaknesses
identified.
Delegated Responsibi
lities:
Revie
w on a regular basis the performance of
the Group’s key advisers
and major serv
ice
suppliers (other than the ext
ernal auditor) to
ensure that performance is
s
atisfactory and in
accordance with the terms and conditions
of
the respective appointments.
Remuneration and Nomination Committe
e
Delegated Responsibi
lities:
Revie
w the structure, size and composition of
the Board.
Give full cons
ideration
to succession
planning
Identify suitable Board ca
ndidates to fill Boar
d
vacancies.
Undertake per
formance evaluations of the
Board and the Chairman.
Determine the framework and policy for the
level of remuneration of the Chairman and
Directors
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
42
CORPORATE GOVERNANCE REPORT (CONTINUED)
Board and Committees (Continued)
Due to the size and nature of the Company, as at
30 June 2022, all Directors have been appointed to all
Committees.
Audit and Risk Committee
Brendan Hawthorne is
Chairman of the Audit a
nd Ri
sk Committee. The Board is
satisfied that Mr
Hawthorne has recent and relevant
financial experience, as required unde
r the UK Code. The qualifications
of the members of the Audit and Risk Committee are
outlined in
the Directors’
Biographi
es section. The
duties of the Audit and Risk Committee in discha
rging
its responsibilities are ou
tlined in the chart on page
41. The report on the role and activities of the
Audit and Risk Committee and its relationship with the
external auditors is contained in the Audit and Risk Committee Rep
ort.
Management Engagement Committee
Brett Miller is Chairman of the Management Eng
agement Committee. The duties of the Manageme
nt
Engagement Committee in discharging it
s responsi
bilities are o
utlined in the chart on page 41.
The Management Engagement Commit
tee carries out it
s review of the Group’s key adviser
s and service
providers through conside
ration of a number of objective
and subjective crite
ria and through a review of the
terms and conditions of their appoint
ments with t
he aim of evaluating performance, identifying any
weaknesses and ensu
ring value for money for the Company’s
shareholders.
The Management Engagement Committ
ee reviewed the
performance of its key se
rvice providers on 20
May 2022. During this review,
no material weakne
sses were identified. Overall, the Managem
ent
Engagement Committee confirmed its satisfaction
with the services and a
dvice received.
Remuneration and Nomination Committe
e
David Copperwaite is Chairman of the Remu
ne
ration and No
mination Committee. The duties of the
Remuneration and Nomination Com
mittee in discharging its resp
onsibilities are outlined in the chart on
page 41.
The Remuneration and Nomination Committee undertake
s
an annual internal
evaluation of the Board and
its committees. The performance of each Director is
consider
ed as part of a formal review by the
Remuneration and Nomination Commit
tee. The Remuneration and Nomin
ation Committee may also meet
without the Chairman of the B
oard present in order to review hi
s performance.
Performance Evaluation
The performance of the Board an
d the Directors
was reviewed by the Remuneration a
nd Nomination
Committee on 20 May 2022.
The Committee discusse
d various areas, incl
uding the
p
rocess and style of m
eetings, investment matters,
strategy, governance and sha
reholder value.
It was concluded that the Board hav
e a good and
complementary range of skills, competency and that
Boar
d meetings were effective, and all relevant topics
were fully discussed. The Directors
confirm that they have devoted sufficient time, as considered n
ecessary,
to the matters of the Company. All Directors felt well pre
pared and able to particip
ate fully at Board
meetings and had a good understanding
of the investments and markets in which the Compa
ny operates.
As a result of the performance evaluation, the
Co
mmittee was able to recommend to the Board
each
director for re-election to the
Board at th
e forthcoming AGM.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
43
CORPORATE GOVERNANCE REPORT (CONTINUED)
Directors’ Remuneration Report
The following report meets the relevant Listing Rule
s of the FCA and the UK Code and describes how the
Board has applied the prin
ciples relati
ng to Directors’ remu
neration.
Annual Report on Remuneration
The Group paid the following fees to the Di
rectors for
the year ended 30 June 20
22:
Director
£
Brett Miller
87,500
David Copperwaite
117,500
Brendan Hawthorne
90,000
Total Director fees
295,000
Extra services provided by the Direc
tors and bonus payments
Brett Miller – consultancy fees
300,000
Brett Miller - bonus payment
188,000
David Copperwaite - bonus payment
46,000
Brendan Hawthorne - bonus payment
46,000
Total amount paid to Directors including extr
a services and bonus paym
ents
875,000
Brett Miller was entitled to a fee of £70,000 per annum
, he also received an additional £5,000 per annum as
Chairman of the Management Engagement Co
mmittee and £12,500 per
annum as a Director of
the
Company’s five Guernsey subsidiaries. He also re
ceiv
ed a consultancy fee of
£25,000 per month, payable
monthly in arrears, for his additi
onal duties assigne
d by the Board.
David Copperwaite was entitled to a fee of £70,000
per annum, he also received an additional £5,000 per
annum as Chairman of the Remuneratio
n and Nomina
tion Commit
tee and £12,500 per annum as a Dire
ctor
of the Company’s five Guernsey subsidiaries.
Effective 1 December 2021, David Copperwaite’
s
annual fee increased by £30,000 pe
r annum, as he was
appointed as the independ
ent Director in regard to the
Incentive Plan and will not be eligible to benefit from
the Incentive Plan. Refer to note 3 for further information.
Brendan Hawthorne is entitled to a fee of £80,000 p
e
r annum as Chairman of th
e Board and an additional
£10,000 per annum as Chairman of the Audit and Ri
sk Committee.
The Company’s Articles limit the aggregation of fee
s payable to the Directors to a total of £300,000 per
annum. Extra services are not included i
n the definit
ion of fees as per the Company’s Articles.
Bonus payments
Refer to the Strategic Report fo
r details on the bonus payments.
During the year, a £140,000 bonus was
paid to the Direct
ors, with an accrual pa
yable of £140,000 as at 30
June 2022. £140,000 was
paid to the Directors po
st year
end, refer to note 18 for further information.
Other than as shown above, no other remuneratio
n
or compensation was pai
d or payable by the Company
during the year to any of the Directors.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
44
CORPORATE GOVERNANCE REPORT (CONTINUED)
Directors’ Appointment, Retirement and Policy on Payment of Loss of Offic
e
The Articles of the Company require th
at all Directors
submit themselves for election by shareh
olders at the
first opportunity following their appointment. The Dire
ctor
s have elected to agency
for re-election on a yearly
basis, so will all retire at each AGM and be eligible for reapp
ointment.
Any Director may resign in writing to the Board at any time. Directors are not entit
led to payment for loss of
office.
No Director has a
service contract
with the Company. Dire
ctors have agr
eed l
etters of appointment with the
Company, copies of which are availab
le for review
by shareholders at the registered offi
ce and will be
available at the AGM. The dates of their letters
of appoi
ntment and where app
licable the date of their
resignation, are shown bel
ow:
Director
Date Appointed
Date Resigned
Brett Miller
16 September 2020
-
David Copperwaite
31 December 2020
-
Brendan Hawthorne
24 Feb
ruary 2021
-
Tenure of Non-Executive Directors
The Board has adopted a policy on tenure that is co
nsi
dered appropriate for an investment co
mpany.
The Board’s tenure and succe
ssion policy seeks to ensu
re that the Board is well bal
anced and will be
refreshed from time to time by the appointment of new
Directors with the skills and experience neces
sary to
replace those lost by Directors’
retire
ments and meet future requi
re
ments. Dire
ctors must be able to
demonstrate their commitment and fiduciary re
sponsib
ility to the Company. The
Board seeks to encompa
ss
relevant past and current experience of variou
s
areas relevant to the Company’s busine
ss.
The current composition of the Board reflects the wind down natu
re of the business and the skills that are
needed to manage that ongoing process.
Conflict of Interests
The Directors have a duty to avoid situ
ations where they have, or could hav
e, a direct or indirect intere
st
that conflicts, or possibly could conflict, with the Com
pany’s interests. Only Dire
ctors who have no material
interest in the matter being considered
will be able to
participate i
n the Board appr
oval process. Di
rectors
are required to disclose all actual and potential conflicts of interest to the Chairman in advance of any
proposed external appointment.
In deciding whether to approve an indi
vidual Director’s
parti
cipation, the other Dire
ctors will act in a way
they consider to be in good faith in assessing the ma
teriality of the conflict in accordance with the
Company’s Articles of Incorporation.
The Board believes that its procedure
s regarding co
nflic
ts of interest have operated effectively. The Board
also confirms that its pr
ocedure for the approval of c
onfli
cts of interest, if any, has bee
n followed by the
Directors. None of the Direct
ors ha
d a material interest in any cont
ract, whi
ch is significant to the Group’
s
business. Directors’ hol
dings in the Company’s sh
ares can be found within the
Directors’ Report.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
45
CORPORATE GOVERNANCE REPORT (CONTINUED)
Induction/Information and Professional Dev
elopment
Directors are provided, on a reg
ular basis, with key
information on the Co
mpany’s policies, regulat
ory
requirements and its internal controls. Re
gulator
y and legislative changes affect
ing Directors’
responsibilities are advised to the Board as they ar
ise along with
changes to best practice from, amongst
others, the Company Secretary and Deloitte. Advisers to
the Group also prepare rep
orts for the Board fro
m
time to time on relevant topics and issues.
The Directors attend relevant semi
nars and events to allow them to c
ontinually refresh their skills and
knowledge and keep up with chan
ges within the investment management industry.
When a new Directo
r is appointed to
the Board, they are provided with a
ll relevant information regarding the
Group and their duties and resp
onsibilities as a Direct
or.
Attendance at scheduled meetings of the Bo
ard and its committees for the y
ear ended 30 June 2022
Quarterly
Board
Audit &
Risk
Committee
Remuneration
& Nomination
Committee
Management
Engagement
Committee
Number of
meetings during
the year
4
4
2
1
Brett Miller
4/4
4/4
2/2
1/1
David Copperwaite
4/4
4/4
2/2
1/1
Brendan Hawthorne
4/4
4/4
2/2
1/1
In addition to these meetings, there
were 10 ad-hoc board an
d committee meeting
s held during the year
covering various Group m
atters.
Relationship with the AIFM, Company Secretary,
Administrator, Consultants and the Employee
The Board has delegated variou
s duties to external
p
arties, the custodial se
rvices (including t
he
safeguarding of assets), the regist
ration services and the d
ay-to-day company secretarial,
administration
and accounting services. Each of these contract
s were entered into a
fter full and proper consi
deration by
the Board of the quality and cost of services offered, in
cluding the control systems
in operation in so far as
they relate to the affairs of the Group.
The Board receives and considers rep
orts regularly
from the AIFM, with ad hoc reports and inform
ation
supplied to the Board as required. The Board meet
s with the AIFM on an ad-ho
c basis to discuss and
approve investment decisions as ne
cessary.
The Administrator and AIF
M ensure that all Directors re
ceive, in a timely manne
r, all relevant management,
regulatory and financial inf
ormation. Representatives
of the Administrator and the AIFM attend each Bo
ard
meeting as required, enabling the Di
rectors to probe furthe
r on matters
of concern. The Dire
ctors have
access to the advice and service of
the Company Secretary who
is responsible to the Board for ensu
ring
that Board procedures are
followed and that applicable
rules and regulatio
ns are complied wi
th. The Board,
the AIFM, the Consultants, the employee and the Admini
strator
operate in a supportive, co-operative and
open environment.
AIFMD
The Company is classed
as an externally managed
Alternative Investment
Fund under the Alternative
Investment Fund Managers Directive (“AIFMD”).
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
46
CORPORATE GOVERNANCE REPORT (CONTINUED)
AIFM
The AIFM is responsible fo
r managing the Company’
s investments and the risks it faces in accordance with
AIFMD, subject to the overall scrutiny of the B
oard. Sanne has ci
rca US$9 billion of assets under
management with experience across all major asse
t cl
asses, including credit, and provides se
rvices to
multiple investment trust and investment company c
lients listed
on the main market of the London Stock
Exchange. The AIFM, is responsible to
the Company for risk ma
nagement and portfolio m
anagement and
has delegated the provisio
n of portfolio management services to the Board.
AIFM Remuneration
The fees associated with the appointment of t
he AIFM for the Company
for the quarter ended 30
September 2021 were met by the Portfolio M
anager. An Amended and Re
stated AIFM Agreement was
entered into between the Company and Sanne, whi
ch was dated 6 December 20
21 (the “AIFM Agreement”).
As part of the AIFM Agreement, the Company is liable fo
r the fees associ
ated with the appointment of the
AIFM.
For the period 1 October 2021 to 30 June 2022, fee
s due to the AIFM amounted to £85,393.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
47
AUDIT AND RISK COMMITTEE REPORT
As at 30 June 2022, the Audit and Risk Committee compri
se
d all of the Directors, ea
ch of whom has recent
and relevant financial experience. Bren
dan Hawthorn
e is Ch
airman of the Audit and Risk Co
mmittee.
Committee Meetings
In the year ended 30 June 2022, the Audit and
Risk Co
mmittee convened formally
on four occasions. The
members’ attendance reco
rd can be found on page 4
5.
The Audit and Risk Committee usually meets at least
three tim
es a year. Only members of the Audit and
Risk Committee have the right to attend Audit and Risk
Committee meeting
s. Representatives of the AIFM
and the Administrator are invited to attend Audit and
Risk Committee meetings on a regular basis and othe
r
non-members, including the Consulta
nts and the Company’s employee, may be invited to attend all or part
of the meeting as and when appropriate and ne
cess
ary. The auditor is a
lso invited whenever it is
appropriate. The Audit and Ri
sk Committee is also able
to m
eet separately with the au
ditor without the
others being present.
Main Activities
The Audit and Risk Committee assists the Board
in ca
rrying out its overall
responsibility in relation to
financial reporting require
ments, risk management and t
he assessment of internal financial and ope
rating
controls. It also manages the Group’
s relationship wi
th the auditor. Meetings of
the Committee generally
take place prior to a Company Board meeting. The
Audit and Risk Committee reports to the Board as part
of a separate agenda item, on the a
ctivity of the
Audit and Risk Committ
ee and matters of particular
relevance to the Board in the conduct of their work.
The Audit and Risk Com
mittee reviews and monito
rs re
ports on the internal control and risk management
systems on which the Com
pany is reliant.
Financial Reporting
The primary role of the Audit and Risk Committee in relati
on to financial reporting is to revie
w in conjunction
with the AIFM and the Administrator, together with
any req
uired input from
the Consultants and the
Company’s employee, the appropriate
ness of the A
nnual Report and Audited Co
nsolidated Financial
Statements and the Interim Report a
nd Consolidated
Finan
cial Statements concentrating on,
amongst other
matters:
the quality and acceptability of a
ccounting policies and practices;
the clarity of the disclosure
s and compliance wi
th finan
cial reporting standards and relevant
financial and governance reportin
g requirements;
material areas in which significant judgements hav
e been applied o
r there has been discu
ssion with
the auditor;
in relation to the UK Corpo
rate Governance
Code, whether the Annual
Report and Audited
Consolidated Financial Statements, ta
ken as a whole, is fair, balanced and unde
rstandable and
provides the information necessary for shareh
olders to assess the Group’s perf
ormance, business
model and strategy; and
any correspondence from regul
ators in relation to
the quality of the Group’s financial reporting.
To aid its review, the Audit and Risk Committee se
eks the appropriate input from the AIFM and the
Administrator, together with any
required input from the Consu
ltant
s and the Company’
s employee, and
also reports from the auditor.
These Audited Consolidated Financial Statements hav
e been prepared on a basis other than g
oing concern
as the Company is in managed wind do
wn.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
48
AUDIT AND RISK COMMITT
EE REPORT (CONTINUED)
Significant Risks
For the year ended 30 Ju
ne 2022, the following signi
ficant issues were consid
ered by the Audit and Risk
Committee:
(i) Revenue Recognition
The risk that revenue (classified a
s ‘income’ in the
Audited Consolidated Financi
al Statements and primarily
comprising interest income or finance charge
s receivable under loans, leases and hire purchase
agreements) may be materially misstated.
The Committee has reviewed and is satisfied that a robust
transaction re
porting system i
s in place between
the AIFM and Administrator to ensure that transacti
ons and the revenue received are reflecte
d correctly.
(ii) Investment Portfolio
The investment portfolio primarily com
prises loans,
hire purcha
se contracts and finance lease
s.
As the Company is in managed wind d
own, the business mo
del is
to actively realise assets in line with th
e
investment policy. The measurement basis of the po
rtfolio is fair value.
The valuation of the debt portfolio reflect
s the fair
value together with the exp
ected future cash flows after
being discounted back to the reporting date using the ma
rket yield to maturity as a discount rate, which
represents the require
d rate of return for a similar inst
rument.
Where a valuation model is utilised, such a mod
el re
lies upon on a number of inputs, such as un
derlying
assumptions and estimates, and inherent within any such
matter of judgement
is t
he risk that the eventual
outcome will differ from that contained within th
ese Audited Consolidated Financial Statements.
The Audit and Risk Co
mmittee reviews the valu
ation of
the investment
s and the NAV of the G
roup on a
regular basis.
(iii) Fraud Risk
The risk of fraud due to managem
ent override of controls.
The Audit and Risk Committee also reviews the repo
rts
from the Administrator on the system of checks in
place to combat fraud.
Risk Management and Internal Controls
The Board is responsible for ensur
in
g that suitable systems of risk
management and internal cont
rol are
implemented by third-party service provi
ders and have carried out a robust assessment as outlined belo
w.
The Directors have reviewed BNP Paribas Securities
Services’ ISAE 3402 report
(report on the description
of controls placed in operation,
their design and op
erating effectiveness for the period from 1 April 2021 to
31 March 2022) on Fund Administration
and are pleased to
note that
no significant issues were identified.
The Company continues
to review and develop a compreh
ensive risk management fra
mework, with
implementation outsourced to the AIFM, with a risk r
egister that is reviewed and updated a
s necessary by
the Board and Audit and Risk Committee. The Audi
t and Risk Committee considers the ri
sks facing the
Group and the controls and other me
asures in pl
ace to mitigate the impact of those risks.
The work of the Audit and Risk Committee is primarily
driven by the Company’s assessment
of the principal
risks and uncertainties as set out in
the Strategic
Report and in note 17,
the reports received from the AIFM,
and the Company’s risk evaluation process.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
49
AUDIT AND RISK COMMITT
EE REPORT (CONTINUED)
Risk Framework and Systems of Internal Con
trol
The Board recognises the importance of identifying, ac
tively monito
ring and, where possible,
mitigating the
financial and non-financial
risks facing the busine
ss. Whil
st responsibility for ri
sk management rest
s with the
Board, the management of risk is e
mbedded as part
of the everyday business and
culture of the Company
and its principal advisers.
The Board has considere
d the need for an interna
l audit function but because
of the internal control
s
systems in place at the key servi
c
e providers and the inde
pendent cont
rol
s process performed, it has
decided instead to place reliance on tho
s
e controls and assurance processe
s
.
Risk Identification
The Board, Audit, and Risk Committee
identify risks with input from the AIFM and the
Administrator. The
Board also receives detailed quarte
rly asset manage
ment reports highlighting
performance
and potential
risk issues on an investment-by-investment basi
s.
Risk Assessment
Each identified risk is as
sessed in terms of probability of occu
rrence, potential impact on financial
performance and moveme
nts in the relative significance of each ri
sk from period to period.
Action Plans to Mitigate Risk
Where new risks a
re identified or existing risks in
crease in terms of likeliho
od or impact, the Audit and
Risk
Committee assists the Group in develop
ing, whe
re possible, an action plan
to mitigate the risk and put in
place enhanced monitoring and rep
orting.
Re-assessment and Rep
orting of Risk
Such risk mitigation plans are re
assessed by the Audi
t and Risk Committee with the relevant key service
providers where appli
cable, and reported to the Bo
ar
d on a quarterly basis. The direct
communication
between the Group and the AIFM is re
garded as a key
element in the effective manageme
nt of risk (and
performance) at the underly
ing investment level.
Emerging Risks
Refer to the Emerging Risks se
ction on page 21 for details on em
erging risks.
External
Audit
The effectiveness of the external audit process is dependent on appro
priate audit risk identification at the
start of the audit cycle. The Audit and Risk Committee received a detailed audit plan fro
m the auditor
identifying its assessment of the significant au
dit ris
ks. For the year ended 30 June 202
2, the significant
audit risks identified are shown on page 48. The signific
ant risks were tracke
d through the year, the Audit
and Risk Committee challenge
d the work performed by t
he auditor to test management override of cont
rols,
and in addition the audit work undertake
n in respect of valuations of unlisted investments.
The Audit and Risk Committee assesse
s the effectivene
ss of the
audit process in addressing these matters
through the reporting received from the
Auditor in re
lation to the
year-end. In addition, the Audit and Risk
Committee seeks feedback from the AIFM and the
Admi
nistrator on the effectiveness of the audit pro
cess.
For the year ended 30 June 2022, the Audit and Risk
Commit
tee was satisfied that there h
ad been
appropriate focus, challe
nge on the significant a
nd other
key areas of au
dit risk, and assessed the quality of
the audit process to be good.
Appointment and Independence
In its assessment of the independence of the au
ditor, t
he Audit and Risk
Committee receiv
es details of any
relationships between the
Group and the auditor that may hav
e a bearing on their inde
pendence and
receives confirmation that they
are independent of the Group.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
50
AUDIT AND RISK COMMITT
EE REPORT (CONTINUED)
Appointment and Independence (Con
tinued)
Deloitte LLP was appointe
d as the external auditor of
the Company at the AGM held on 21 November 2019.
The Audit and Risk Committee consi
ders the reappoi
ntment
of the auditor, includi
ng the rotation of the audit
engagement partner, and assesses the
ir independence on an annual ba
sis. The auditor is required to
consider rotation of the engageme
nt partner responsi
ble for
the audit every five years. This is the third year
that the current audit engagement partner, David Becker, has over
seen the audit of the Company.
Audit Tender
The Audit and Risk Committee reviews the objectivity
and effectiveness of the a
udit process
on an annual
basis and considers the a
udit tendering provisions of the UK Code in dete
rmining whether the Company
should put the audit engagement out to tender. There
are no cont
ractual obligation
s restricting the
Committee’s choice of external a
uditor and the ex
ternal auditor is not indemnified by the Gro
up.
Non-Audit Services
To safeguard the objectivity and indepe
ndence of the auditor from becoming comp
romised, the Committee
has a formal policy govern
ing the engagement of t
he auditor to
provide non-audi
t services. The audito
r and
the Directors have agreed that all non-au
dit servic
es require the pre-approv
al of the Audit and Risk
Committee prior to commencin
g any work. The auditor
will only be appointed to provide no
n-audit services
if it is in the best interests of the Comp
any with
out compromising the related indepe
ndence requirem
ents.
Fees for non-audit services will be ta
bled annually so
that the Audit and Ri
sk Committee can consider t
he
impact on the auditor’s objectivity.
Deloitte LLP is remunerated as follo
ws for their servic
es rendered during the year end
ed 30 June 2022:
£
Audit of the Group’s Consolidat
ed Financial Statements
126,790
Total audit fee
126,790
No non-audit services were
provided by Delo
itte LLP during the year ended 30 June 20
22.
Bren
dan Haw
thorne
Chairman of the Audit and Risk Committee
29 September 2022
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
51
Statement of Compliance with the
UK Code of Corporate Governance
The Directors place a large degre
e of importance on
ensuring that high standards
of corporate governance
are maintained and have therefore chose
n to comp
ly with the provisions of the UK Code.
The Board has considered the prin
ciples
and provisions of the UK
Code.
The Board considers that reporting against the princi
ples and provis
ions of the UK Code provides
information that is more relev
ant to stakehol
ders. The UK Code is
available on the FRC websit
e
www.frc.org.uk
.
The Company has complied with
all the principles
a
nd provisions of the UK
Code during the
year ended 30
June 2022 except as set out below, further details c
an be found in the Corporate Governance Repo
rt on
page 39:
Appointment of a Senior Independent Di
rector (provision 12).
Chairman is chairman of the Audit and Risk Committe
e (provision 24).
Going concern basi
s for accounting (pro
vision 30).
Set out below is where stakehold
ers can find furthe
r information within the An
nual Report about h
ow the
Company has complied wi
th the various prin
ciples and provisions of the UK Co
de.
1. Board Leadership and Company
Purpose
Purpose as at 30 June 202
2
On page 17
Future strategy
On page 25
Culture of the Company
On page 25
Stakeholder Engagement
Section 172 statement on pages 22 and 23
2. Division of responsibilities
Director Independen
ce
On page 40
Board
meetings
Board an
d Committee Meetings with Director
Attendance on page 45
Management Engagement Committee
On page 42
3. Composition, Succession and Ev
aluation
Remuneration and Nomination Com
mittee
On page 42
Director re-election
On page 44
Board evaluation
On page 42
4. Audit, Risk and Internal Control
Audit and Risk Committee
On page 42
Principal and emerging risks
On pages 19 to 21
Risk management and internal control systems
On page 48 to 49
Going concern statement
On page 21
Viability statement
On page 21
5. Remuneration
Directors’ Remune
ration Report on page 43
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
52
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS OF SLF REALISATION
FUND LIMITED
1.
Opinion
In
our
opinion
the
financial
sta
tements
of
SLF
Realis
ation
Fund
Limited
(the
‘company’)
and
its
subsidiar
ies
(the
‘group’):

give
a
true
and
fair
view
of
the
state
of
the
grou
p’s
affairs
as
at
30
June
2022
and
of
the
group’s
prof
it
for
the
year
then
ended;
have
been
proper
ly
prepared
in
accordance
with
International
Financial
Re
portin
g
Standards
(IFRSs)
as
adopted
by
the
Europe
an
Union;
and
have
been
prepared
in
accordance
with
the
requirem
ents
of
the
Companies
(Guernsey)
Law,
20
08.
We
have
audited
the
financi
al
statem
ents
which
comprise:
the
consolidated
stat
ement
of
comprehensive
income;
the
consolidated
stat
ement
of
financial
position;
the
consolidated
stat
ement
of
changes
in
equity
;
the
consolidated
stat
ement
of
cash
flows;
and
the
related
notes
1
to
19.
The
financial
reporting
framework
th
at
has
been
applied
in
their
preparation
is
ap
plicable
law
and
IFRSs
as
ado
pted
by
the
European
Union.
2.
Basis
for
opinion
We
conducted
our
au
dit
in
accord
ance
with
International
Standards
on
Auditing
(UK)
(ISAs
(UK))
and
applicable
law.
Our
respon
sibiliti
es
under
those
standards
are
further
described
in
the
auditor’s
responsibilities
for
the
audit
of
the
financial
statement
s
section
of
our
report.

We
are
independent
of
the
group
in
accordance
with
the
ethical
requ
irements
that
are
releva
nt
to
our
audit
of
the
financial
statement
s
in
the
UK,
including
the
Financial
Rep
orting
Council’s
(the
‘FRC’s’)
Ethi
cal
Standa
rd
as
applied
to
listed
public
interest
entities,
and
we
have
fu
lfilled
our
other
ethical
respo
nsibilities
in
accord
ance
with
these
requirements.
We
confirm
that
we
have
not
provided
any
non
‐
audit
servic
es
prohibited
by
the
FR
C’s
Ethical
Standard
to
the
group
or
the
company.
We
believe
that
the
audit
evidenc
e
we
have
obtained
is
sufficient
and
app
ropriate
to
pro
vide
a
basis
for
our
opinion.
3.
Emphasis
of
matter
–
Consolidated
financial
statements
prepared
other
than
on
a
going
concern
basis

We
draw
attention
to
note
2.1
(b
)
in
the
consolidated
financial
statements,
which
indic
ates
that
the
financial
statements
have
been
prepared
on
a
basis
other
than
that
of
a
going
concern.
Our
op
inion
is
not
modified
in
respect
of
this
matter.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
53
4.
Summary
of
our
audit
approach
Key
audit
matters
The
key
audit
matter
that
we
identified
in
the
current
year
was:
Valuation
of
the
debt
port
folio
Materiality
The
materiality
that
we
used
for
the
group
fina
ncial
statements
in
the
current
year
was
£1.79m
which
was
determined
on
the
basis
of
2%
of
the
net
asset
va
lue
.
Scoping
Audit
work
to
respond
to
the
risks
of
material
misstatement
was
per
forme
d
directly
by
the
group
audit
engagement
team.
Significant
chang es
in
our
approach
There
have
been
no
significant
changes
in
our
approach
from
the
prior
year.
5.
Key
audit
matters
Key
audit
matters
are
those
matters
that,
in
our
professional
judgement,
were
of
most
significance
in
our
audit
of
the
financial
statement
s
of
the
curren
t
period
and
include
th
e
most
significan
t
assessed
risks
of
mater
ial
misstatement
(whether
or
not
due
to
fraud)
that
we
identified.
These
matters
included
those
which
ha
d
the
greatest
effect
on:
the
overall
audit
st
rategy,
the
allocation
of
resources
in
the
audit;
and
directing
the
efforts
of
the
engageme
nt
team.
These
matte
rs
were
addressed
in
the
con
text
of
our
audit
of
the
fina
ncial
state
ments
as
a
whole,
and
in
forming
our
opinion
thereon,
and
we
do
not
provide
a
separa
te
opinion
on
these
matters.
5.1.
Valuation
of
the
debt
portfolio
Key
audit
matter
description
The
group’s
pri
ncipal
business
used
to
be
to
make
debt
investments,
di
rectly
or
indirectly,
in
business
‐
essential,
revenue
‐
producing
(or
cost
saving)
equipment
an
d
other
physical
assets.
Due
to
the
wind
do
wn
process,
the
business
changed
to
realise
all
remaining
assets
in
the
portfolio
and
to
return
cash
to
sharehold
ers
in
an
orderly
manner.
As
at
30
June
2022,
the
aggregate
value
of
the
debt
portfolio
amount
ed
to
£72.1
million
(2
021:
£148.
76
million)
representing
80%
of
total
assets
(2021:
84%).
The
decrease
in
the
balance
is
mainly
due
to
the
disposal
of
investm
ents
during
the
year.
The
debt
portfolio
is
measured
at
fair
value
post
the
change
in
the
company’s
business
model
which
was
approved
on
16
July
2020
by
the
2016
C
shareholders
and
on
4
December
2020
by
the
ordinary
shareholde
rs.

Management
applied
a
discounted
cash
flow
appro
ach
in
determining
the
fair
value
of
the
debt
portfolio
by
forecasting
future
cash
flo
ws
expected
to
be
generated
from
each
investment
discounted
back
to
the
reporting
date
using
a
discount
rat
e
reflective
of
the
market
yield
of
a
similar
investment.

As
part
of
our
assessment,
we
observed
the
calc
ulation
of
fair
values
for
individual
loans
requires
management
to
make
significant
estimates,
in
particular,
the
determinatio
n
of
estimated
future
cash
flows.

This
includes
the
timing
of
collection,
th
e
valuat
ion
of
underlying
collateral
including
costs
of
realisation,
as
well
as
market
yields
to
maturity;
all
estimates
that
are
particularly
uncertain
given
the
volatile
market
conditions.

We
pinpointed
the
key
audit
matter
to
the
valuation
and
accuracy
of
forec
ast
cash
flows
within
the
loan
s
valuations
as
these
repr
esent
th
e
most
sensitive
in
put
to
the
valuations.
This
includes
assumptions
rela
ting
to
the
quantum,
timing
and
the
cost
to
collect
these
cash
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
54
flows.
There
is
the
risk
that
any
material
movemen
t
on
the
fut
ure
cash
flows
could
have
a
significant
impact
on
the
fair
value
assumptions
applied.
Judgement
s
over
each
investment’s
exit
strat
egy,
which
impact
fair
value
estimates
could
significa
ntly
affect
key
performance
indicators.

This
matter
is
explaine
d
further
in
the
audit
and
risk
comm
ittee
report
at
page
48.
Note
2.1
(f)
and
note
2.3
set
out
the
a
ssociated
accounting
policy
and
disclosure
in
respect
of
critical
judgements
and
key
sources
of
estimation
uncertainty,
note
9
set
out
the
composition
of
the
debt
portfolio,
with
no
te
17
setting
out
details
of
the
assoc
iated
ris
k
factor
s,
including
credit
risk
and
pric
e
risk.
How
the
scop
e
of
our
audit
respond
ed
to
the
key
audit
matter
We
have:
•
Obtained
an
understanding
of
the
relevant
controls
related
to
th
e
debt
portfolio
valuation
process;

•
Assessed
the
gro
up’s
accounting
policy
with
IFRS
requirements
by
involving
industry
specialists
and
obtained
an
understanding
of
the
fair
va
lue
methodology
used
by
management
;
•
Challenged
the
accuracy
of
the
forecast
cash
flows,
includi
ng
consideration
of
the
impact
of
Covid
‐
19
and
the
Ukraine
conflict,
as
well
as
the
timing
of
those
cash
flows,
by
obtainin
g
supportin
g
documentat
ion
for
the
accura
cy
of
these
forecasts;

•
Challenged
whether
the
assigned
forec
ast
cash
flows
for
the
underlying
collateral
are
considered
appropri
ate
and
suppo
rt
fair
values,
including
challenge
of
assumptio
ns
relating
to
th
e
required
time
and
costs
to
realise
the
collateral.
Th
is
is
done
by
obtaining
supporting
documentation
to
the
valuation
of
the
underlying
collateral
which
have
been
assess
ed
for
credibility;
•
On
a
sample
basis,
recalculated
the
fair
value
independ
ently
base
d
on
available
data;

•
Assessed
bias
on
timing
and
value
of
cash
fl
ows
assumptions
by
performin
g
back
testing
via
comparing
proceed
s
received
fr
om
investments
repayment,
bot
h
durin
g
the
year
and
subsequent
to
30
June
2022,
against
their
fair
value
prior
to
reali
sation;
and
•
Evaluated
the
app
ropriaten
ess
of
disclosures
made
in
the
financial
statements
in
light
of
relevant
IFRS
requirements.
Key
observations
Based
on
ou
r
audit
work,
we
are
sat
isfied
that
the
valuation
of
the
debt
por
tfolio
is
appropriat
e
and
therefore
the
debt
portfolio
is
appropriately
st
ated.

6.
Our
applic
atio
n
of
mate ria lity
6.1.
Materiality
We
define
materialit
y
as
the
magnitude
of
misstatement
in
the
financial
statemen
ts
that
makes
it
pro
bable
that
the
economic
deci
sions
of
a
reasonably
knowledgeabl
e
person
would
be
changed
or
in
fluenced
.
We
use
materiality
both
in
planning
the
scop
e
of
our
audit
work
and
in
evaluati
ng
the
results
of
our
work.
Based
on
ou
r
professional
judgement,
we
determined
materiality
for
the
financial
statem
ents
as
a
wh
ole
as
follows:
Group
Mate
riality
£1.79
million
(
2021:
£3.59
million).
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
55
Basis
for
determining
materiality
2%
of
net
asset
value
(2021:
2%
of
th
e
net
asset
value).
Rationale
for
the
benchmark
applied
We
believe
net
asset
value
is
the
most
appropriate
benchma
rk
as
it
is
considered
to
be
a
principal
consideration
for
shareholde
rs
of
the
group
in
assessing
financial
perfo
rmance.
Fu
rthermore,
given
the
group
is
in
a
managed
wind
down,
the
residual
assets
are
the
key
focus
of
the
shareholder
s.

The
decrease
in
the
grou
p
materiality
between
the
current
year
and
the
prior
year
is
due
to
the
decrease
in
net
asset
value
which
was
ma
inly
due
to
capital
distribution
s
following
the
realisation
of
debt
investments.
6.2.
Per
formance
ma teriality
We
set
performance
materiality
at
a
level
lower
than
materiality
to
reduce
the
proba
bility
th
at,
in
aggregate,
uncorrected
and
und
etected
misstatements
exce
ed
the
materiality
for
the
financial
stat
ements
as
a
whole.
Group
performance
materiality
was
set
at
70%
of
group
materiality
for
the
2022
audit
(2021:
70%
of
the
group
mate
rialit
y).
In
determining
performance
materiality,
we
consid
ered
the
following
factors:
‐
Our
risk
assessment,
in
cluding
our
assess
ment
of
the
group’s
overall
con
trol
environment
and
that
we
consider
it
appropriate
to
rely
on
controls
on
the
revenue
recognition
process;
and
‐
Our
past
experienc
e
of
the
audit
and
develop
ments
in
the
control
environme
nt
from
prior
year.
6.3.
Er
ror
reportin g
threshold
We
agreed
with
the
A
udit
and
Ri
sk
Committee
that
we
would
report
to
the
Committee
all
audit
differences
in
excess
of
£88,000
(2
021:
£180,000),
as
well
as
differences
below
that
threshold
that,
in
our
view,
warranted
reporting
on
qualitative
grounds.
We
al
so
report
to
the
Audit
and
Risk
C
ommittee
on
disclosu
re
matters
that
we
identified
when
assessing
the
overall
presentation
of
the
financial
statem
ents.
7.
An
overview
of
the
scope
of
our
audit
7.1.
Identification
and
scoping
Our
audit
was
scoped
by
obtaining
an
unders
tandin
g
of
th
e
grou
p
and
its
environment,
including
interna
l
control,
and
assessing
the
risks
of
material
misstatement
for
the
company
and
its
subsidiaries.

Audit
work
to
respond
to
the
risks
of
material
misstatement
was
performed
directly
by
the
group
au
dit
engagement
team.
7.2.
Our
consideratio
n
of
the
control
environment

In
assessing
the
control
environment,
we
also
considered
the
control
environmen
ts
of
the
key
service
providers,
including
the
administrators
of
the
group,
to
whom
the
board
have
delegated
certain
functions
for
the
comp
any
and
its
subsidia
ry
entities.
We
adopted
a
contro
l
reliance
approach
in
respect
of
revenue
recognition
controls
by
testing
the
relevant
controls
performed
by
the
se
rvice
provid
ers.
SLF Realisation Fund Limited
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ated Financial Statements
for the year ended 30 June 2022
56
7.3.
Our
consideratio
n
of
climate
related
risks
As
part
of
our
audit
we
made
enquiri
es
of
management
to
understand
the
process
they
have
adopted
to
assess
the
potential
impact
of
clim
ate
change
on
the
financial
statement
s.
Manage
ment
considers
that
the
impact
of
climate
change
does
not
give
rise
to
a
mater
ial
financial
statemen
t
impact
as
described
on
page
25.
We
used
our
knowledge
of
the
group
to
evaluate
management’s
assessment.
We
particularly
considered
how
clim
ate
change
risks
could
impact
the
assumptions
considered
in
the
valuation
of
the
debt
portfolio.
We
also
read
the
Annual
Report
to
cons
ider
whether
the
disclosure
s
in
relation
to
clim
ate
change
made
in
the
other
infor
mation
within
th
e
Annual
Rep
ort
are
materially
consistent
with
th
e
consolidated
financial
statements
an
d
our
knowledge
obt
ained
in
our
audit.

8.
Other
inform
atio n
The
other
information
comprises
the
information
included
in
the
annual
report,
other
than
th
e
financial
stat
ements
and
our
auditor’s
report
thereon.
The
directors
are
responsible
for
the
other
information
contained
within
the
annual
report.
Our
opinion
on
the
financi
al
statements
does
not
cover
the
other
informatio
n
and
we
do
not
express
an
y
form
of
assurance
conclusion
th
ereon.
Our
respon
sibilit
y
is
to
read
th
e
other
infor
mation
and,
in
doing
so,
consider
whether
the
other
info
rmation
is
materially
incons
istent
with
the
financial
statem
ents
or
our
knowledge
obtained
in
the
cou
rse
of
th
e
audit,
or
otherwise
appears
to
be
materially
miss
tated
.
If
we
identify
such
material
inconsistencies
or
apparent
ma
teri
al
misstateme
nts,
we
are
required
to
determine
whether
this
gives
rise
to
a
material
misstate
ment
in
the
financial
stat
ements
themselves.
If,
based
on
the
work
we
have
performed,
we
conclude
that
there
is
a
material
misstatement
of
this
other
informat
ion,
we
are
required
to
report
that
fact.
We
have
nothing
to
re
port
in
this
regard.
9.
Respon
sibilitie s
of
directors
As
explained
more
fully
in
the
sta
tement
of
directors’
responsibilities,
th
e
directors
are
responsible
for
the
preparation
of
the
financ
ial
statements
and
for
being
satisfied
that
they
give
a
true
and
fair
view,
and
for
such
internal
control
as
the
directors
determine
is
necessary
to
enable
the
preparation
of
financ
ial
statem
ents
that
are
free
from
material
misstatement,
wheth
er
due
to
fraud
or
error.
In
preparin
g
the
financial
statement
s,
the
directors
are
responsible
for
assessing
the
gro
up’s
ability
to
continue
as
a
going
concern,
disclosing
as
applicable,
matters
related
to
goin
g
concern
and
using
the
going
concern
basis
of
accounting
unless
the
directors
eith
er
intend
to
liq
uidate
the
group
or
to
cease
operations,
or
have
no
re
alistic
alternative
but
to
do
so.
10.
Auditor’s
responsibilities
for
the
audit
of
the
financial
statements
Our
objectives
are
to
obtain
reasonable
assurance
about
whether
the
financial
statements
as
a
whole
are
free
from
material
misstatement,
whet
her
due
to
fraud
or
error,
and
to
issue
an
auditor’s
re
port
that
includes
our
opinion.
Reasonable
assurance
is
a
high
level
of
assuranc
e,
but
is
not
a
guarantee
tha
t
an
audit
conducted
in
accordance
with
ISAs
(UK)
will
al
ways
detect
a
material
misstatement
when
it
exists.
Mi
sstatements
can
arise
from
fraud
or
error
and
are
consid
ered
material
if,
individually
or
in
the
aggregate,
they
could
reasonably
be
expected
to
influen
ce
the
economic
deci
sions
of
users
taken
on
the
basis
of
these
financial
statements.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
57
A
further
description
of
our
responsibilities
for
the
audit
of
the
financial
sta
tements
is
located
on
the
FRC’s
web
site
at:
www.frc.
org.uk/aud
itorsr
esponsibi
lities
.
This
description
for
ms
part
of
ou
r
auditor’s
report.
11.
Extent
to
which
the
audit
was
considered
capable
of
detecting
irregularities,
includi
ng
fraud
Irregularities,
including
fraud,
are
instanc
es
of
non
‐
compliance
with
laws
and
regulations.
We
design
procedures
in
line
with
our
responsibilities,
outlined
above,
to
detect
material
misstateme
nts
in
res
pect
of
ir
regulari
ties,
including
fraud.
The
extent
to
which
our
procedur
es
are
capable
of
detecting
irre
gularities,
incl
uding
fraud
is
detailed
be
low.

11.1.
Identifying
and
assessing
potential
risks
related
to
irregularities
In
identify
ing
and
assessing
risk
s
of
material
misstatement
in
respect
of
ir
regularit
ies,
including
fraud
and
non
‐
compliance
with
laws
and
regulations,
we
considered
the
following:
the
nature
of
the
industry
and
sector,
control
environment
and
business
performance
including
the
design
of
the
group’s
re
muneration
po
licies,
key
drivers
for
directors’
remuneration,
bonus
levels
and
performance
targets;
results
of
our
enquiries
of
management
and
the
audit
and
risk
committee
about
their
own
identification
an
d
assessment
of
the
risks
of
irregularities;

any
matters
we
identified
having
obtained
and
reviewed
the
group
’s
documentation
of
their
policies
and
procedures
relating
to:
o
identifying,
evaluating
an
d
complying
with
laws
and
regulations
and
wheth
er
they
were
aware
of
any
instances
of
non
‐
compliance;
o
detecting
and
responding
to
the
risks
of
frau
d
and
whether
they
have
knowledge
of
any
actual,
suspected
or
allege
d
fraud;
o
the
internal
controls
established
to
mitigate
risks
of
fraud
or
non
‐
compliance
with
laws
and
regulations;
the
matters
discussed
among
the
audit
engagement
team
and
re
levant
internal
special
ists,
including
tax
and
valuations
specialist
s
regar
ding
ho
w
and
where
fraud
might
occur
in
the
financial
statem
ents
and
any
potential
indicators
of
fraud.
As
a
result
of
these
procedure
s,
we
considered
the
opportunities
and
incentives
that
may
exist
withi
n
the
organisatio
n
for
fraud
and
identified
the
greatest
potential
for
fraud
in
the
following
areas:

‐
Valuation
of
the
debt
port
folio
which
is
mentioned
under
section
5
of
this
report.
‐
Revenue
recognition:
Th
e
portfolios’
exp
ected
realisation
or
maturi
ty
profile
and
expected
cash
flows
are
key
inputs
in
arriv
ing
at
the
effective
interest
rate
used
to
recognise
financ
e
income
over
the
expected
life
of
the
portfolio,
and
these
judgements
may
have
a
significant
imp
act
on
the
le
vel
of
finan
ce
income
recorded
during
the
relevant
per
iod.

In
common
with
all
audits
under
ISAs
(UK),
we
are
also
required
to
perform
specific
procedures
to
respond
to
the
risk
of
management
override.
We
also
obtained
an
u
nderstanding
of
the
legal
and
regulatory
frameworks
that
the
group
operates
in,
focusing
on
provisions
of
those
laws
and
regulations
that
had
a
direct
effect
on
the
determination
of
material
amou
nts
and
disclosures
in
the
financial
statem
ents.
The
key
laws
and
regulations
we
consid
ered
in
this
context
included
th
e
Listing
Rules
and
the
Companies
(Guernsey)
La
w,
2008.
In
addition,
we
considered
provisions
of
other
laws
and
regulations
that
do
not
have
a
direct
effect
on
the
financial
statements
but
compliance
with
which
may
be
fundamental
to
the
group’
s
ability
to
operate
or
to
avoid
a
material
penalty.

SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
58
11.2.
A udit
response
to
risks
ide
ntified
As
a
result
of
perfor
ming
the
above,
we
identified
valuation
of
the
deb
t
portfolio
as
a
key
audit
matter
related
to
th
e
potential
risk
of
fraud.
The
key
audit
matters
section
of
our
report
explains
the
matter
in
more
detail
and
also
describes
the
specific
procedures
we
performed
in
response
to
that
key
audit
matter.
In
addition
to
above,
our
procedures
to
respond
to
risks
identified
included
the
following:
reviewing
the
financial
statement
disclosure
s
and
testing
to
supporting
documentation
to
assess
compliance
with
provisions
of
rele
vant
laws
and
regulations
described
as
having
a
direct
eff
ect
on
the
financial
statements;
enquiring
of
manage
ment
and
the
audit
and
ri
sk
committee
concerning
actual
and
pote
ntial
litigation
and
claims;
performing
analytica
l
proced
ures
to
identify
any
unusual
or
un
expected
relationships
that
may
indicate
ris
ks
of
material
misstatement
due
to
fraud;
reading
mi
nutes
of
meetings
of
those
charged
with
governance
an
d
review
ing
correspondenc
e
with
regulators;
an
d
in
addressing
the
risk
of
fraud
through
management
override
of
controls,
testing
the
appropriatenes
s
of
journal
entries
and
other
adjustm
ents;
assessing
whether
the
judgements
made
in
making
accounting
estimates
are
i
ndicative
of
a
potential
bias;
and
evaluating
the
business
rationale
of
any
significant
transactions
that
are
unusual
or
outside
the
normal
course
of
business.
in
addressing
the
risk
of
fraud
on
revenue
recognitio
n,
obtained
an
understanding
of
the
relevant
control
enviornment
and
tested
the
re
levant
controls
in
relation
to
the
finance
income
recognition.
Furthermore,
we
recalculate
d
the
finance
income
independent
ly
usin
g
the
effective
interest
rate
me
thod
in
accordance
with
IFRS
9
requirements.
We
also
communicated
relevant
identified
laws
and
regulations
and
potential
fraud
risks
to
all
engagement
team
members
including
internal
specialists,
an
d
remai
ned
alert
to
any
in
dications
of
fraud
or
non
‐
compliance
with
laws
and
regulations
throughout
the
audit.
Report
on
other
legal
and
regulatory
requirements
12.
Corporate
Governance
Statement

The
Listing
Rules
require
us
to
review
th
e
directors’
st
atement
in
relation
to
going
concern,
long
er
‐
term
viability
and
that
part
of
the
Corporate
Governance
Statement
relating
to
the
group’s
compliance
with
the
provisio
ns
of
the
UK
Corporate
Governance
Code
specified
fo
r
our
review.
Based
on
th
e
work
undertaken
as
part
of
our
audit,
we
have
concluded
that
each
of
th
e
following
ele
ments
of
the
Corporate
Governance
Statem
ent
is
mater
ially
consistent
with
the
financial
statement
s
and
our
knowl
edge
obtained
during
the
audit:

the
directors’
sta
tement
with
rega
rds
to
the
appropri
ateness
of
adopting
the
going
concern
basis
of
accounting
and
any
material
uncert
ainties
identified
se
t
out
on
page
21;
the
directors’
explanation
as
to
its
assessme
nt
of
the
group’s
prospects,
the
period
this
assessm
ent
cove
rs
and
why
the
period
is
appropri
ate
set
out
on
page
21;
the
directors'
statement
on
fair,
balanced
and
understa
ndable
set
out
on
page
37;
the
bo
ard’s
confirmation
th
at
it
has
carried
out
a
robust
assessment
of
the
emerging
and
principal
risks
set
out
on
page
21;
the
section
of
the
annual
re
port
that
describes
the
review
of
effectiveness
of
risk
management
and
internal
control
syst
ems
set
out
on
page
48;
and
the
section
describing
the
wor
k
of
the
audit
and
risk
committee
set
out
on
page
47.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
59
13.
Mat
te
rs
on
which
we
are
required
to
report
by
exception
13.1.
Adequacy
of
explanations
re ce
ived
and
accou nting
record s
Under
the
Companies
(Guernsey)
Law,
2008
we
are
required
to
report
to
you
if,
in
our
opinion:
we
have
not
received
all
the
informat
ion
and
explan
ations
we
require
for
our
audit;
or
proper
accounting
record
s
have
not
been
kept
by
the
company;
or

the
financial
statements
are
not
in
agreem
ent
with
th
e
accounting
records.
We
have
nothing
to
re
port
in
respect
of
these
mat
ters
.
14.
Other
matters
which
we
are
required
to
address
14.1.
Auditor
tenure
Following
the
recommendation
of
the
Audit
and
Risk
Committee,
we
were
appointed
by
the
board
of
directors
on
17
September
2019
to
aud
it
the
financial
stat
ements
for
th
e
year
ending
30
June
2020
and
subsequent
fi
nancial
periods.
The
period
of
total
uninterrupted
engagement
including
previo
us
renewals
and
reappointments
of
the
fir
m
is
3
years,
covering
the
years
ending
30
June
2020
to
30
June
2022
.
14.2.
Consistency
of
the
audit
repor
t
with
th e
additional
repo
rt
to
the
Audit
and
Risk
Committe
e
Our
audit
opinion
is
consistent
with
the
additional
report
to
the
Audit
and
Risk
Committee
we
are
required
to
provide
in
accordance
with
ISAs
(UK).
15.
Use
of
our
report
This
report
is
made
solely
to
the
company’s
members,
as
a
body,
in
accordance
with
Section
262
of
the
Companies
(Guernsey)
Law,
2008.
Our
audit
work
has
been
undert
aken
so
that
we
might
state
to
the
company’s
members
those
matters
we
are
re
quired
to
state
to
them
in
an
auditor’s
report
and
for
no
other
pur
pose.
To
the
fullest
extent
permitted
by
law,
we
do
not
accept
or
assume
responsibili
ty
to
anyon
e
other
than
the
comp
any
and
the
company’s
members
as
a
body,
for
our
audit
work,
for
this
report,
or
for
the
opinions
we
have
formed.
As
required
by
the
Financial
Conduct
Authority
(F
CA)
Disclosure
Guid
ance
and
Transparency
Rule
(DTR)
4.1.14R,
these
consolidated
financial
statements
form
part
of
the
Eu
ropean
Single
Electronic
Format
(ESEF)
p
repared
Annual
Financ
ial
Report
filed
on
the
National
Storage
Mechanis
m
of
th
e
UK
FCA
in
accordance
with
the
ESEF
Regulatory
Technical
Standard
((‘ESEF
RT
S’).
This
auditor’s
report
provides
no
assurance
over
wheth
er
the
annual
financial
report
has
been
prepared
using
the
single
electron
ic
format
specified
in
the
ESEF
RTS.
David
Becker
(Seni
or
Statutory
Auditor)
For
and
on
behalf
of
Deloitte
LLP
Recognised
Auditor
Guernsey,
Channel
Islands
29
September
2022
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
 
 
60
 
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
 
For the year ended 30 June 2022
 
 
 
Notes
Year ended
30 June 2022
Year ended
30 June 2021
£
£
Income
Finance income
9,435,954
20,431,391
Other income
252,664
637,249
Total income
2.6
9,688,618 21,068,640
 
 
 
Net unrealised gain on recl
assification of financial assets from
amortised cost to fair value through profit or loss
 
-
 
2,987,406
Net movement on investments
9.
3 (3,830,533)
(24,160,057)
Foreign exchange gain/(loss)
on other
monetary items
2.2
789,257
(89,510)
Net realised and unrealised lo
ss
 
(3,041,276) (21,262,161)
 
Expenses
Investment management fees
3(a) (1,736,229)
(1,978,999)
Directors’ fees
3
(862,606)
(496,465)
Other operating expenses
4
(2,979,702) (2,362,775)
Incentive plan expense
3
(2,266,001)
-
Impairment release
8
-
1,101,100
Expected credit loss provision
9.1
-
18,987,050
Total operating (expen
se)/income
 
(7,844,538) 15,249,911
 
 
 
(Loss)/profit before tax
 
(1,197,196) 15,056,390
 
 
 
Taxation 2.10
-
-
(Loss)/profit after tax
(1,197,196)
15,056,390
 
 
 
Total comprehensi
ve (loss)
/
income fo
r
the year analysed
as follows:
Attributable to Ordinary share
holders
(2,615,318)
1,803,783
Attributable to 2016 C shareh
olders
1,418,122
13,252,607
Total comprehensi
ve (loss)/income for the year
 
(1,197,196) 15,056,390
 
 
 
Basic and diluted (loss)/income per Ordi
nary Share
5 (0.73)p
0.51p
Basic and diluted income p
er 2016 C Share
5 1.02p
9.54p
 
The year ended 30 Ju
ne 2022 has been presente
d on a basis ot
her than
going concern. No operati
ons were acquired
or discontinued during the yea
r.
 
The Group has no items of other comprehensive incom
e, and
therefore the loss for the
year is also the total
comprehensive loss.
 
 
 
 
 
 
 
 
 
 
The accompanying notes form an integral part of these Audited Consolidated Finan
cial Statements.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
 
 
61
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
 
As at 30 June 2022
Notes
30 June 2
022
30 June 2021
£
£
Current assets
Residual value of finance lease
investments 2.4,9.1
111,979
101,859
Property, plant and equipment
8
-
2,068,609
Investments designated at fair value through profit or
loss 9.1,9.2
72,108,608
148,763,747
Cash and cash equivalents
2.9
18,674,833
25,350,943
Other receivables and prepayments
10
62,595
414,448
Investment receivable
10
164,332
-
91,122,347
176,699,606
Total assets
 
91,122,347 176,699,606
Current liabilities
Other payables and accrued ex
pen
ses 11
(688,355)
(508,192)
Incentive plan payable
3
(2,266,001)
-
(2,954,356)
(508,192)
Net assets
 
88,167,991 176,191,414
Equity
Share capital
13
339,445,912
426,272,139
Retained deficit
(251,277,921)
(250,080,725)
 
 
88,167,991 176,191,414
NAV per Share
 
-
Ordinary
Shares
6
17.44p
26.19p
-
2016
C
Shares
6
18.79p
59.71p
 
These consolidated financial statements were ap
proved
and authorised for i
ssue by the Board of Directo
rs
on 29 September 2022 and signed o
n its behalf by:
 
 
 
 
 
Brendan Hawthorne
David Copperwaite
C
h
a
i
r
m
a
n
D
i
r
e
c
t
o
r
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes form an integral part of
these Audited Consolidat
ed Financial Statements.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
 
 
62
 
 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
 
For the year ended 30 June 2022
 
Notes
Share
Capital
Retained
Deficit
 
Total
£
£
£
As at 1 July 2021
 
426,272,139
(250,080,725)
176,191,414
 
 
 
Total comprehensive profit
for the year
 
- (1,197,196) (1,197,196)
 
Transactions with shareholders
Capital distributions
14
(86,826,227)
-
(86,826,227)
Total transactions
with shareholders
(86,826,227)
-
(86,826,227)
As at 30 June 2022
 
339,445,912 (251,277,921)
88,167,991
 
 
For the year ended 30 June 2021
 
Notes
Share
Capital
Retained
Deficit
 
Total
£
£
£
As at 1 July 2020
 
488,655,945
(265,137,115)
223,518,830
 
 
 
Total comprehensive profit
for the year
 
- 15,056,390 15,056,390
 
Transactions with shareholders
Capital distributions
14
(62,383,806)
-
(62,383,806)
Total transactions
with shareholders
(62,383,806)
-
(62,383,806)
As at 30 June 2021
 
426,272,139 (250,080,725)
176,191,414
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes form an integral part of
these Audited Consolidat
ed Financial Statements.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
 
 
63
 
 
CONSOLIDATED STATEMENT OF CASH FLOWS
 
For the year ended 30 June 2022
Notes
Year ended
30 June 2022
Year ended
30 June 2021
 
 
£
£
Cash flow from operating activities:
Total comprehensive (loss)/incom
e for the year
(1,197,196)
15,056,390
Adjustments for:
Finance income
(9,435,954)
(20,431,391)
Net unrealised gain on reclassification of financial assets from
amortised cost to fair value through pro
fit or loss
 
-
 
(2,987,406)
Net movement on investments
3,830,533
24,160,057
Foreign exchange (gain)/loss on other m
onetary items
(789,257)
89,510
Impairment 8
-
(1,101,100)
Incentive plan expense
3
2,266,001
-
Decrease in other receivables and prepayments
351,853
331,109
Increase in investment receivable
(164,332)
-
Increase in other payables and accrued expen
ses
11
180,163
47,843
Acquisition of investments
9
(100,000)
(9,497,433)
Amortisation of investment principal
-
11,995,506
Sale of investments designated at fair value through profit or
loss
 
9.1
 
72,963,900
 
65,266,348
Disposal of PPE
8
2,019,195
-
Expected credit loss provision
9.1
-
(18,987,050)
Collective interest income
received
9,435,954
14,883,970
Net cash movement in operating acti
vities
79,360,860
78,826,353
Cash flow from financing activities
Capital distributions
14
(86,826,227)
(62,383,806)
Net cash used in financing activities
(86,826,227)
(62,383,806)
Net movement in cash and cash equivalents
 
(7,465,367) 16,442,547
Cash and cash equivalents at star
t of the year
25,350,943
8,997,906
Effect of exchange rate changes on cash and ca
sh
equivalents
 
789,257
 
(89,510)
Cash and cash equivalents at end of the y
ear
18,674,833
25,350,943
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes form an integral part of
these Audited Consolidat
ed Financial Statements.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
64
NOTES TO THE CONSOLIDATED FINANCIAL STATEM
ENTS
1. General
Information
The Company
The Company was in
corporated on 28 May 2014 and regi
stered in Guernsey as
a Closed-ended
Collective
Investment Scheme. The Company’s registered office
is BNP Paribas Hou
se, St Julian’s Avenue, St Peter
Port, Guernsey, GY1 1WA. The Company’s Ordinary Shar
es we
re admitted to the FCA’s Official List and to
trading on the Main Market of the London
Stock Exchange on 14 July 2014.
The 2016 C Shares are listed separately on the
Main Market of the London Stock Exchange and were
admitted on 12 December 2016. Th
e investments hel
d by the 2016 C Shares
are accounted for and
managed as a separate pool of assets in accorda
nce
with the Company’s investment policy. Shared
expenses are split between
Ordinary Shares and 2016 C
Shares in propo
rtion to their respective NAV.
On 1 December 2021, the name of the Company
was changed from KKV Secur
ed Loan Fund Limited to
SLF Realisation Fund Limited.
During the year, as pa
rt of the managed wind
down, the Company made
a return of capital on four sepa
rate
occasions, returning a t
otal of £28,478,054 to Or
din
ary shareholders
and £58,348,173 to 2016
C
shareholders. Refe
r to note 14 for full details
of the Company’s return of
capital and note 18 for return of
capital made post year-end.
During the year, no Ordina
ry Shares or 2016 C Shar
es
were repurchased durin
g the years ended 30 June
2022 and 30 June 2021. On 1 September 2021, the 1,
731,83
8 Ordinary Shares held in treasury were
cancelled. Nil (30 June 20
21: 1,731,83
8) Ordinary Shares and nil (30
June 2021: nil) 2016 C Share
s are
held in treasury.
Subsidiaries
The Company’s subsidi
aries, SLF (Guernsey) Limit
ed,
SLF (Amber) Limited, SLF (Bro
nze) Limited, SLF
(Cobalt) Limited and SLF (Diamond
) Limited (the “Subsidiaries”) are wholly owned su
bsidiaries incorporated
in Guernsey and establish
ed for the primary purpos
e of
acting as investment holdin
g companies (refer to
note 2.1(e) for further de
tails). The Subsidiaries’
r
egistered office is BNP Pariba
s House, St Julian’s
Avenue, St Peter Port, Guernsey, GY1 1WA.
The names of the Subsidiaries were changed
on
2 December 2021 and were
previously called KKV
(Guernsey) Limited, KKV (Amber) Li
mited, KKV (Bronze) Limited, KKV
(Cobalt) Limited and KKV (Diamond)
Limited.
Effective 1 January 2022, the Company meets the def
inition of control under IFRS 10 – “Consolidate
d
Financial Statements” in respect to its investment
holdin
g in SQN Asset Finance (Ireland) Desi
gnated
Activity Company (“SQN Ireland”). As
such, the
results for SQN Ireland
have been consolidated with th
e
Group’s Audited Consolida
ted Financial Statements from
this effective date. The Board of SQN Ireland are
employees of its administrator, Cafico
International.
Refer to Note2.1(f) for
further information. The
registered office for SQN Ireland is 2
nd
Floor Palmerston House,
Fenian Street, Dublin 2. SQN Ireland i
s
administered by Cafico International.
2. Accounting Policies
The principal accounting p
olicies applied in the prepar
ation of these consolidat
ed financial statements are
set out below. These policie
s have been consistent
ly
applied throughout all the years presented, unless
otherwise stated.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
65
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.1 Basis of Preparation
(a) Statement of Compliance
The Audited Consolidated Financial Statements fo
r the year ended 30 Jun
e 2022 have been prepared in
accordance with IFRS as adopted by
t
he European Union. They
give a true and fair view of the Group’s
affairs and comply with the Company (Guern
sey) Law 2008.
Standards and amendments to existing standards that
bec
ame effective during the year are detailed below.
Interest Rate Benchmark Reform
– Phase 2: Amendments
to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
The amendments to th
e above standards are
effective for period
beginning on or after 1
January 2021 and
provide temporary reliefs, whi
ch address the financi
al reporting effects when
an interbank offered rate is
replaced with an alternative nearly risk-free intere
st
rate. As the Company does not hold any instrument
s
that reference interbank offered rates, these ame
ndments had no impact on the Annual Re
port and Audited
Consolidated Financial Statements.
During the year, a numb
er of other amendments
and interpretations became applicabl
e for the current
reporting period, which are
not rele
vant to the Company’s operations.
(b) Going Concern
As the Company is in managed wind down, these Audited Consolidated Fina
ncial Statements have been
prepared on a basis other than goin
g concern.
The Board are not aware of any addi
tional impact on the Audited Cons
olidated Financial Statements in
regard to the Company being in managed wind down.
These Audited Consolidated Financi
al Statements do
not include provisions for the wind down of the Co
mpany that have not been cont
ractually committed. The
Board expects the wind do
wn of the Co
mpany to be within 18 to 24 months.
(c) Standards, amendm
ents and interpretati
ons issu
ed but not yet effective
Detailed below are new standards, amendments a
nd inte
rpretations to existing standa
rds that become
effective in future accounting periods, which have not
been early adopted by the Group:
Effective for periods
beginning on or after
IFRS 17 – Insurance contracts
1
January
2023
(effective
1 July 2023 for the Group)
IAS 8 - Accounting Policies, Changes in Accounting Estimates and
Errors - amendments regarding the
definition of accounting estimates
1 January 2023 (effective
1 July 2023 for the Group)
The Board has undertaken an asse
ssment of the impact
of IFRS 17 on the Audited Consolidated Financial
Statements and concluded t
hat there will be no material impact as
the Group does not have any insurance
contracts.
The IAS 8 amendments introduce a new definition for
acco
unting estimates: clarifying that they are
monetary amounts in the financial
statements that are subject to measurement
uncertainty. The
amendments also clarify the relationship bet
ween
accounting policies and accounting estimates b
y
specifying that a Company develops an accounting esti
mate to achieve the objective set out by an
accounting policy. The definition of accounting polic
ies rem
ains unchanged. The Dire
ctors do not believe
that the application of this amendm
ent will have
a material impact on the Au
dited Consolidated Financia
l
Statements.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
66
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.1 Basis of Preparation (Continued)
(d) Functional and Present
ation Currency
Items included in the Audited Consoli
dated Financ
ial Statements are measu
red using Sterling as the
currency of the primary e
conomic environment in
wh
ich the Group operates (the “Functio
nal Currency”).
The Audited Consolidated Financial St
atements are presented in Sterling,
which is the Group’s presentatio
n
currency.
(e) Consolidation
In accordance with IFRS 10 -
Consolidated Financia
l Statements (“IFRS 10”), if
the Company meets the
definition of an investment entity (“IE
”) it qualifies for a con
solidation exem
ption. The relevant provisions for
an IE under IFRS 10 are set out below:
IFRS 10.27 – An IE is an entity that:
a.
obtains funds from one or more investors for the pu
rpose of p
roviding those in
vestor(s) with investment
management services;
b.
commits to its investor(s) that it
s business pu
rpose is to invest funds solely for return
s from capital
appreciation, investment income, or both; and
c.
measures and evaluate
s the perfo
rmance of substantially all of its investments on a fair valu
e basis.
IFRS 10.28 – An entity shall consider whether it
has the following characteristics of an IE:
a.
it has more than one investment;
b.
it has more than one investor;
c.
it has investors that are not
related parties of the entity; and
d.
it has ownership interests in the
form of equity or similar interests.
The Board considered all the above fa
ctors and not
ed that the Company do
es not provide investors with
investment management services a
nd that the Company’s busin
ess model is no longer to invest but to
realise remaining a
ssets in the portfolio in a
prudent manner to retu
rn cash to share
holders in an orderly
manner. The Board have conclude
d that the Company does not meet the definit
ion of an IE and does not
qualify for the IFRS 10 consolidat
ion exemption. The Subsidiaries
and SQN Ireland have
therefore been
consolidated into these Audited Co
nsolidated Fina
ncial Statements.
(f) Critical Accounting Judgements and
Key Sources of Estimation Uncertai
nty
The preparation of the Audited Consolidated Fin
ancial Statements in accordan
ce with IFRS require
s
management to make
judgements, estimates and assumptions th
at
affect the application of policies and the
reported amounts of assets and liabilities, income and expenses. It also requi
res management to exercise
its judgement in the process of applyi
ng the Com
pany’s accou
nting policies. Uncertainty about the
se
assumptions and estimates could re
sult in outcomes t
hat
require a material adjustment t
o the carrying
amount of assets and liabilities affected in future perio
ds.
The estimates and asso
ciated assumpti
ons are based on
va
rious factors that are believe
d to be reasonable
under the circumstance
s, the results
of whi
ch form the basis of making judge
ments about carrying values
of
assets and liabilities that are not readily apparent from
other sou
rces. Actual results may differ from these
estimates.
Estimates and underlying assumptio
ns are reviewed
on an o
ngoing basis. Revisions to accou
nting
estimates are recognised i
n the period in which the estimate
is revised if the revision
affects only that period,
or in the period of the revision and future period
s, if
the revision affects both current and future periods.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
67
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.1 Basis of Preparation (Continued)
(f) Critical Accounting Judgements and
Key Sources of Estimation Uncertai
nty (Continued)
Key Sources of Estimation Uncertai
nty
Fair value
For the fair value of all financi
al instruments held, t
he Company determines fair value
s using appropriate
techniques.
Refer to note 2.3(c) and note 9.1 for further d
etails
on the significant estimates applied in the valuation
of
the Company’s financial i
nstruments m
easured at fair
value. Refer to note 17.
1 Credit Risk for sensitivity
analysis.
As at 30 June 2022, the Group does not believe that
dividend distribution
s paid to the Group by SQN
Ireland are subject to withholding tax in the Republi
c of Ireland.
Refer to note 17.4 for Price Risk sensitivity analysis. T
he fair value of investments is monitored by the
Board to ensure that judgement
s, estimates
and assumptions made and methodologies applied ar
e
appropriate and in accordance
with IFRS 9 and 13 respectively.
Critical Accounting Judgements
Consolidation of the Subsidiaries and SQ
N Ireland
The Subsidiaries and SQ
N Ireland are all entities (i
ncluding spe
cial purpose entities) which the Compa
ny
controls as it is exposed, or has rights, to variable
return
s from its involvement with the Subsidiaries and
SQN Ireland and has the ability to affect those return
s through its power over
the Subsidiaries and SQN
Ireland.
The Board has determined that due to
the transfer of in
vestment
advisor responsibilities fro
m the Portfolio
Manager to the Board on 1 Jan
uary 2022, the Group meet
s all t
hree elements of control a
s prescribed by
IFRS 10 – ‘Consolidated Finan
cial
Statements’ over SQN Ireland and ther
efore is required t
o consolidate
SQN Ireland into these Audited Consolidated Fina
nc
ial Statements with effect from 1 January 2022.
In the prior year ended 30 June
2021, the investment
s held by S
QN Ireland were di
sclosed in the Group
’s
Audited Consolidated Financial Statemen
ts as p
art of the Group’s investm
ent
s held at FVTPL. For the year
ended 30 June 2022, SQN Ireland ha
s been consolidated in
to the Group’s Audited Co
nsolidated Financial
Statements There is no sig
nificant impa
ct on the re
sults of the
Grou
p as the sole busine
ss of SQN Ireland is
to hold investments for the Group as an SPV.
2.2 Foreign Currency Translation
Transactions in curre
ncies other than the Functio
nal Currency are recorde
d using the exchange rate
prevailing at the transaction date. Forei
gn exchange gai
ns and losses re
sulting from the settlement of such
transactions and those from the translation at y
ear-end
exchange rates of moneta
ry and non-monet
ary
assets and liabilities denominated in fo
reign currencies are
recognised in
profit or loss in the Consolidated
Statement of Comprehensive Income.
Foreign operations transl
ation
The trading results of Group und
ertakings in cu
rrencies other than the Fun
ctional Currency are recorde
d
using the average excha
nge rates for the year. The assets and liabilities
of overseas undertakings a
re
translated at the exchange rate
s ruling at the y
ear-end. Exchange gains and lo
sses arising from the
translation are recognise
d in profit or loss in t
he Consolidated Statement of Comprehensive Income.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
68
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.3 Financial Assets
(a) Classificat
ion and Measurement
Financial assets are classi
fied into the following spe
cif
ied categories: finan
cial assets at fair value through
profit or loss and amortised cost.
Classification and measurement of financi
al assets
depends on the results of the ‘solely payments of
principal and interest’ an
d the business model test. The G
roup determines the bu
siness model at a level
that reflects how groups of financi
al assets are manag
ed together t
o achieve a part
icul
ar business objective.
This assessment includes judgement reflectin
g all re
levant evidence including how the performance of the
assets is evaluated and their performance
measured, the risks that affect
the performance of the assets and
how these are managed and how the managers of the asse
ts are compensated. Monitoring is part of th
e
Group’s continuou
s assessment of whether the bu
siness
model for which the remaining finan
cial assets are
held continues to be appropriate and if it is not appr
opriate wh
ether there has been a chang
e in business
model and so a prospective change to the cla
ssification of those assets.
With the Audited Consolidated Finan
cial Statement
s being prep
ared on a basis other than
going concern,
IFRS 9 requires financial assets to be measured at
fair value through profit or lo
ss (“FVTPL”).
The classification of financial assets an
d financial li
abilities between non-current and current is base
d on the
contractual maturity or in reference to investment
s, t
he earlier of the contractual
maturity or realisation of
the financial asset. There is no guaran
tee that financial assets classified
as current will be repaid within the
12 months period post the date of
the statement of financial position.
Financial assets designated at fair valu
e through profit or loss at inceptio
n
Financial assets designate
d at fair value, can
be de
signated at FVTPL or thro
ugh other compre
hensive
income. The Group’s fair value financial
assets are
designated at FVTPL at inc
eption. These include le
ase
participation, loans, construction fina
nce, finance
lease, hire purchase and equity holding
s.
The Group’s policy requires the AIFM and the Dire
ctor
s to evaluate the inform
ation about these financi
al
assets on a fair value basis together with other relat
ed financia
l information. Changes in fair value
of
financial assets at FVTPL are recorded in profit or
loss in the Consolidated Statement of Comprehensive
Income.
As at 30 June 2022, loans and
other investments,
finan
ce lease and hire purchase inve
stments have been
designated as financial as
sets designated at fair value throug
h profit or loss
.
Amortised cost
Cash and cash equivalent
s, investment receivables and
other receivable
s are classified at amortised co
st.
These financial assets are initially recog
nised at fa
ir value plus tran
saction costs and
subsequently
measured at amortised cost
.
Income is recognised o
n an effective interest basi
s for
debt instrument
s m
easured subseque
ntly at
amortised cost or FVTPL. Gain
s and losses are recogni
sed in profit or loss in the Consolidat
ed Statement
of Comprehensive In
come when they a
re derecognised
or impaired, as well a
s through the amortisation
proces
s.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
69
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.3 Financial Assets (Continued)
(b) Recognition and De-Recognition
Financial assets are initially recognised on the tr
ade date, when the Compan
y becomes a party to the
arrangement.
The Group derecog
nises a financial asset when th
e cont
ractual rights to the cash flows from the a
sset
expire, or it transfers the rights to receive the contractual cash flows in a transaction in whi
ch substantially
all the risk and re
wards of ownership
of
the financial asset are transferre
d,
or it neither transfers n
or retains
substantially all the risk and rewards of ownership a
nd
does not retain control ov
er the transferred asset.
Any interest in such derecogni
sed financial assets th
at is created or retai
ned by the Group is reco
gnised as
a separate asset or liability.
Financial assets are offset and the net amount pres
ented in the Consolidated Statement of Financial
Position when, and only when, the Group has a legal right
to offset the amounts and intends either to settle
them on a net basis or to realise the as
set.
The Group derecog
nises a financial liability when it
s contractual obligations are di
scharged, cancelled
or
expired.
(c) Fair Value Estimation
Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participant
s at the measurement date.
The fair value measurement is based on the presumption
that the transactio
n to sell the asset or transfer
the liability is conducted in either:
• the principal market for the asset or liability; or
• in the absence of a principal market, the most
advantageous market for the asset or liability.
The fair value of an asset or liability is measured usi
ng the assumption that market
partici
pants would use
when pricing the asset or liability, assuming that mark
et participants act in thei
r economic best interest.
A fair value measurement of a non-financial asset ta
kes into a
ccount a market participa
nt’s ability to
generate economic benefit
s by using the asset in its hi
ghe
st and best use capacity
or by selling it to another
market participant that would use the a
sse
t in its highest and best use capacity.
Fair value methodology
The Company typically invested in
private debt financing in SME’s and
SPVs with loans and leases. These
facilities are typically structured as loan
s or leases.
The Company has also invested in equity particip
ation
in the form of warrants on some transactions to ben
efit from company growth or sharehold
ers typically
taken from restru
cturing events. Th
e facilities are predominantly based i
n the UK, with some E
uropean and
global exposures.
The fair value of financial assets designated at fair
value through profit or loss is determined usi
ng the
discounted cash flow method. The app
roach also takes into con
sideration of the impact of Covid-19
and the
Ukraine conflict on valuations
as applicable. Th
e fair
value methodology consi
ders the following two key
inputs:
1. The expected cash flows from the facility including any appropr
iate adjustment in timing to
realise these cash flows.
2. Discount
rate.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
70
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.3 Financial Assets (Continued)
(c) Fair Value Estimation (continued)
Overview
The Company designates each financi
al asset designated at fair value through profit or loss into a common
risk category, which allows exposures to be categori
s
ed on a similar basis. Future cash flo
ws are estimated
and an appropriate discount rate is appl
ied to determine the fair value.
Where an appropriate market
comparable is available,
the Company will apply such
di
scount at that rate
and for performing loans with no credi
t deterioration
the Company will assume the rate at originatio
n
adjusted for the change in the risk free rate between
the reporting
date and the facility origination date and
any appropriate macro-economic fa
ctors that impact the rate.
The Fair Value Discount Matrix, as outli
ned on page 71,
is based on the Ri
sk Grade and asset type, taki
ng
into consideration typical market rates for each allo
cated sector.
For some exposures, external as
set values have been in
structed to provide v
aluations using a fair value
approach. Where external asset values
were instru
cted due to expectation of enforcem
ent, the Company
has used these as the basis of the cash flows li
kely for the facility using t
he likel
y time to realise the assets
.
Where valuation ranges h
ave been provided, the Co
mpany ha
s assumed the mid-point, assumin
g all
valuations have the same
probability weighting.
A discounted cash flow model is th
en used as the basis for each va
luation within the portfolio. The pu
rpose
of this model is to appropriately value the assets in a wind d
own scenario.
There are specified describing characte
ristics and attributes for each indi
vidual
loan. Certain of those loan
characteristics will be used to allocate th
e Risk Grade and the asset type.
Risk Grade
The approach for monitoring credit ri
sk remained unchange
d with the Risk Grades being maintained
(
as
detailed in note 17.1).
The Risk Grade is assigne
d by the credit team based
on emb
edded risks asso
ciated with the loan p
rovided
and therefore the probability of a default which allo
ws
for a nominal rating equi
valent to be allocated. The
credit team monitor incoming informa
tion on a monthly and quarterly basi
s adjusting the Risk Grade
as
appropriate, should credit risk
change over time. Factors li
kely to influence a change in
internal rating
include changes in financial performan
ce of position e.g. turnover and debt
to EBITDA or a change in
security quality e.g. LTV or recovery value. Other qu
alitative factors are also co
nsidered, which include key
staff departures, strength of financial
management and se
ctor cyclicality.
Discount rate
To calculate the FV discount rate the
Company consi
ders the following waterfall:
1.
A direct comparable from a market observabl
e transaction interest rate where possible.
2.
If performing position with no materia
l credit change, the Company will adj
ust the rate by the
change in the relevant risk-free rate and any app
ro
priate macro-economi
c fa
ctors that impact the
rate.
3.
The corresponding
rate from the FV Discount Matrix (as outlined b
elow) based on generi
c funding
rates for the v
arious secto
rs.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
71
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.3 Financial Assets (Continued)
(c) Fair Value Estimation (continued)
Discount rate (continued)
When determining market observabl
e rates, the Company will review re
cent transactions, where availabl
e;
for performing debt, examine the
relevant risk-free ra
te
in the currency/jurisdi
ction of the facility against the
relevant 5-year risk free rate; and review refinan
cing
rates used in compara
ble transactions
observed.
Where the Company has identified a di
rect comparable market ra
te, this rate is used in pref
erence to the
matrix rates presented below.
Fair Value Discount Matrix
Risk
Grade
Realisable -
Assets
collectable and
saleable within a 1-3
month window with a
transparent
marketplace
Fixed Asset -
Assets
movable and saleable
within a 4-12 month
window with some
marketability
Project Finance -
Fixed assets with
limited resale
opportunity
High Risk -
Non-
typical facility either no
assets or limited
enforcement
opportunities
Discount rate (%)
Discount rate (%)
Discount rate (%)
Discount rate (%)
4
6.0%
7.0%
8.0%
n/a
5
7.0% 8.0% 9.0% n/a
6
8.0%
10.0%
10.0%
n/a
7+
10.0% 12.0% 15.0% 20.0%
E.g., Helicopter,
Vessel etc.
E.g. Printing Press,
removable machinery
E.g. Facility under
construction
Non-typical facility –
subordinated debt,
insurance capital
Cash flow
The Company makes assumption
s on the expected future
cash flows, taking
consideration of
the expected
time to realise these expected cash flows for ea
ch position as pa
rt of the valuation process.
Discounted projected cash flow models are carried ou
t, adjusted f
or any likely delay in payment, based on
credit reviews carried out (in line with Risk Grade
s) and probability based
outco
mes based on historic
evidence and other market data inputs, as deem
ed appli
cable. Where more than one possibility is
reasonably likely, the Company
will assign probabi
litie
s to these outcomes to create a wei
ghted average
value.
Each quarter, expected projected ca
sh flows are updated to take into con
sideration latest available
information.
The fair value process is carried out on a quarterly
basis to update the valuation of each position held,
taking into consideration the Risk G
rades, amortisation, time passed and
changes in expect
ed cash flow
expectations, if any.
Refer to note 9.1 for further details on the significant estimates applied in the valuation of the Comp
any’s
financial instruments measured at fair value.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
72
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.4 Finance Lease and Hire Purchase Inv
estments
The Group, as lessor, categorise
s finance leases
and hire purchase investment
s as lease arrang
ements
where the terms of the lease transfe
r substantially all risks and reward
s of ownership to the lessee (in
accordance with the requirements of IFRS 16 - Le
as
es). Hire purchase inve
stments include a purchas
e
option exercisable by the lessee
upon
fulfilment of specified cond
itions.
Under such arrang
ements, at the
commencement of the lease term, the Grou
p records
finance lea
se and hire purchase investment
s in the
Statement of Financial Position as a receivable, at an
amount equal to the net investment in the lease.
The net investment in the lease is equal to the gr
oss i
nvestment in the lease
(minimum lease payment
s
receivable by the Group
under finance lease an
d
hire purchase investments plu
s any unguarante
ed
residual value accruing to the Gro
up) discounted by
the interest rate implicit in the lease.
On subsequent measurement, the Grou
p splits the
minimum p
ayments received under the l
ease between
finance income and reduction of the lease receivable.
The Group applies the principles of IFRS 9 to
lease receivable
s with respect to FVTPL.
Residual Value on Finance Lease
s
The unguaranteed residua
l value on finance leases is calc
ulated
by estimating the fair market value of the
leased assets less the lease
payments from the lessee.
Estimates of market value are based on a number of as
sumptions including, but not limited to, the in-place
value of the equipment or assets to
the end-user, the se
condary market value of similar a
ssets and
equipment, the replacement co
st of the asset or equi
pment includi
ng the cost of de-installation and re-
delivery, and the Company’s and AIFM’
s own assu
mptions based on historical ex
perience.
2.5 Property, Plant and Equipment
Property, Plant and Equipment comprises op
erating
leases, which the
Group categori
ses as a lease
arrangement in which a significant por
tion of the risks and reward
s of owne
rship are retain
ed by the lessor
(in accordance with the requirem
ents of IFRS 16 - Leases).
Property, Plant and Equipment was me
asured at net r
eali
sable value given that the Audited Con
solidated
Financial Statements were prepared on
a basis other than going co
ncern. Net realisable value represented
the estimated selling price less all
estimated costs of
disposal. An impairm
ent loss is recognised if
the
carrying amount of an asset exceeds its recovera
ble amount.
All Property, Plant and Equipment was sold during the
year, refer to note 8 for further information.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
73
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.6 Income
Income is recognised to the extent that it is probabl
e
that economic benefits will flow to the G
roup and can
be reliably measured.
For financial assets measured at FVTPL, interest income is re
cognis
ed by applying the effective interest
rate to the fair value.
For financial assets meas
ured at amortised cost, intere
st income is calcul
ated by applying the effective
interest rate to the gross carrying amou
nt of a financial asset.
2.7 Expenses
Expenses are recognised i
n profit or loss in the Co
nsolidated Statement of Comprehensive Income on an
accruals basi
s.
2.8 Dividends Payable
The Group pays dividends to shareholders subj
ect to t
he solvency test prescribed by Guernsey Law. The
Company recognises a liability for dividend
s payable a
fter a dividend h
as been approved b
y the Directors
and there is an obligation on the Company to make th
e payment.
2.9 Cash and Cash Equiv
alents
Cash and cash equivalent
s comprise cash at bank,
and dep
osits held at call with banks. Cash equival
ents
are short-term, highly liquid investments that are r
eadily convertible to known amount
s of cash and are
subject to insignificant risk of change
s in value.
2.10 Taxation
Profits arising in the Company and the
Subsidiaries are
subje
ct to tax in Guernsey at the standard rate of
0%.
SQN Ireland is a qualifying Company wit
hin the meani
ng of Section 110 of the TCA (Taxes Consolidation
Act 1997). As such, the profits are
chargeable to corporation tax under Case III of Schedule D at a rate of
25%, but are computed in accordance
with the provisions applicable to Case I of Schedule D of the TCA.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
74
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
2. Accounting Policies (Continued)
2.11 Equity Holdings
Equity holdings are measured at fair
value which is the same as the
net realisable value given that the
Audited Consolidated Financial Statements are
now
prepared on a basis othe
r than going concern.
For the year ended 30 June 2022, In accordan
ce with
IFRS 9, investment in the shares was me
asured
initially at cost and subsequently at fair value through profit or loss, taking into account all information
available including possible future cash
flows, progress
of the projects a
nd any call options available to the
developer.
Refer to note 9.1 for further information.
3. Material Agreements and Related Party Transactions
(a) Investment Managemen
t Agreement (the “IMA”
)
The Company’s investment
s were managed by the P
ortfolio Manager up to 31 De
cember 2021. Un
der the
terms of the IMA dated 6 June 2020, the Comp
any appoint
ed the Portfolio Mana
ger to provide discretionary
investment management services to the Compan
y, subject to the oversight of the AIFM.
Ordinary Shares
For the period 1 July 2020 to 31 Decem
ber 2020, t
he Portfolio Manager was entitled to a management fee
of 1% of NAV (as the Company’s NAV was below £3
00 million). From 1 Janua
ry 2021 to 30 June 2021, the
Portfolio Manager was entitled to 0.96% of the Ordina
ry Share NAV.
2016 C Shares
For the period 1 July 20
20 to 16 July 2020, the Po
rtfolio Manager was entitled
to a management fee of
1%
of NAV (as the Company’s
NAV was below £300 million).
From 17 July 2020 to 30 June 2021, the Portfolio Manag
er fee for the 2016 C Shares was calculate
d by
segregating the portfolio into performing
and non-performing assets. The split b
etween performing and non-
performing assets wa
s based on the position as at 31 March 2020.
The performing assets were subj
ect to a managemen
t fee of 1.0% of NAV per annum. The non-performing
assets were subject to a lower management fee
of 0.75% of NAV per annu
m plus a performance fee
calculated on the realised capital value of the non-
pe
rforming assets. No performance fee has bee
n paid or
is payable to the Portfolio Manager.
Portfolio Manager Fee Cla
w
back
For the period 1 July 2020 to 31 December 2
020,
the Portfolio Manager received their fee based on the
published NAV as at 30 Ju
ne 2020. The Audited Consolid
ated Financial Statements for the year e
nded 30
June 2020, which were signed off in January 2021, incl
uded additi
onal ECL provisions, which resulted in an
overpayment being mad
e to the Portfolio Manager.
As
at 30 June 2022, the remaining
clawback was £nil
(30 June 2021:
£313,733).
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
75
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
3. Material Agreements and Related Party Transactions (Con
tinued)
Amendment and Termination of the IMA
The IMA between the Co
mpany, the Portfolio Manager a
nd the AIFM was ame
nded and the IMA terminat
ed
with effect from midnight on 31 Decemb
er 2021.
The key terms of the amended IMA are set out below
:
Management fees payable by the Company to the
Portfolio Manager of: (i) £2
30,000 for the month
of July 2021; and (ii) £218,500 per mont
h from 1 August 2021 to 31 Decemb
er 2021;
A payment of £100,000 in total payable by the Com
pany to the Portfolio Manager conditional on the
publication of the Company's Annual Report and A
udited Consolidated Financial Statements for the
year ended 30 June 202
1 and the continued prov
is
ion of certain employees' services to the
Company to 31 December
2021;
The clawback arrangement being cancelled with
effect from 1 July 2021. The amount outstanding
of £313,733 was cancelled on 1 July 2
021; and
The Company will not be required to make any payment to the Portfolio Manager for the termination
of the IMA within the first 36 months of the
Portfolio Manager's appointment (where the IMA
currently states that the Company would be requ
ired to reimburse KKV for certain costs that the
Company would otherwis
e have incurred in co
nnect
ion with the transfer
of the management
contract to the Portfolio Manager in June 2020).
During the year ended 3
0 June 2022, a com
pensati
on payment of £100,000 was paid
to the Portfolio
Manager because the conditions detaile
d above were met.
The Portfolio Manager fee was payable monthly in
arrears and allocated bet
ween the Ordinary and 2016 C
share classes based on the
previous quarters NAV.
Fees Paid to the Portfolio Manager
During the year ended 30 June 2022
, fees paid to
the Portfolio Manager amounted to £1,422,496,
excluding the clawback of £313,733, which was
cancelled during
the period (year ended 30 June 2021:
£1,978,999). At 30 June 2022, no
management fees were
payabl
e to the Portfolio Manager
(30 June 2021:
198,494).
The Portfolio Manager did not receive any ot
her fees
during the year ended 30 June 2022.
(b) Administration Agreement
The Company has engaged the se
rvices of the design
ated Administrator to provide ad
ministration and
custodian services. The Administrator is
entitled to receive:
an annual administration fee based on the Group’
s gross issue p
roceeds on a tiered perce
ntage
basis for the period 1 July 2020 and 28
February 2021. The administration fee wa
s amended with
effect from 1 March 2021 to a fixed annual fee of £300,000;
an annual fee of £36,000 for performing the function of Company Secreta
ry plus fees for ad-hoc
Board meetings;
an annual fee of £10,000 for the provision of complia
nce services; and
an annual fixed fee of £5,000 for each Guern
sey Su
bsidiary (
up to seven Gu
ernsey subs
idiaries)
.
(c) Registrar Agreement
Link Market Services (Guern
sey) Limited and the
Company entered into a Regi
strar Agreement on 30
November 2020, with a fixed fee of
£23,750 per annu
m for the period 1 Ja
nuary 2021 to 31
December 2023.
Link is also entitled to a fee of £12,0
00 for each capit
al return and the issuance and imm
ediate redemption
and cancellation of B and D shares.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
76
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
3. Material Agreements and Related Party Transactions (Con
tinued)
(d) Broker Agreements
Winterflood Securities Limited are e
ntitled to
an annual brokerage and a
dvisory fee of £45,000 and
commission fees of 1% and 0.1% of the gross value
of any share issues and re
purchases respectively.
(e) AIFM
The Company has engaged the services of the AIFM, t
he AIFM is responsible for managing the Compa
ny’s
investments and the risks it faces in a
ccordance with AI
FMD, subject to the overall
scrutiny of the Board.
The AIFM is entitled to receive a minimum annu
al managem
ent fee of £85,000.
The Group may also
reimburse the AIFM for documented expenses in
the proper p
erformance of its duties.
The Group has paid the AIFM fees with effect from 1
October 2021
, the fees having previously been paid by
the Portfolio Manager.
In addition, the AIFM will also provid
e Key Informati
on Document Services and re
ceives an annual fee of
£12,000.
Share Interest
The table below details the Ordinary Share
s and 2016 C Shares held by the Di
rectors in the Company:
30 June 2022
30 June 2021
Director Number
of
Ordinary Shares
Number of 2016
C Shares
Number of
Ordinary Shares
Number of 2016
C Shares
David Copperwaite
410,000
-
410,000
-
Brendan
Hawthorne
-
- - -
Brett
Miller
-
- - -
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
77
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
3. Material Agreements and Related Party Transactions (Con
tinued)
SQN Irelan
d
Certain investments in the loans and construction finan
ce investment categories as disclosed in note 9.
1,
have been invested through SQN Ireland. SQN Irel
and purchased investmen
ts by issuing bonds to the
Group. As at 1 January 2022, SQN Ireland ha
s been deemed to
be under the control of the Group an
d
results of SQN Ireland consolidated as part of the Audi
ted Consolidated Financial Statemen
ts for the year
ended 30 June 2022 (refer to Note 2.1(f)).
The Group had the following amounts i
nvested through SQN Ireland as at 30 June 20
21:
Maturity date of
Investment as at
30 June 2021
Fair value as at
30 June 2021
£
31/12/2021 521,628
30/07/2022 16,956,122
31/12/2021 1,982,885
n/a
1
3,891,315
31/12/2021 1,206,873
23/02/2021 19,798,249
25/05/2023 4,192,339
31/12/2021 11,557,557
31/12/2021 4,678,419
31/12/2021 4,072,732
31/12/2021 4,737,690
31/12/2022 3,435,615
30/04/2029 4,931,232
81,962,656
1
Matured during the year ended 30 June 2021.
From 6 June 2020 to 31 December 2
021, the Portfolio Manager acted as investment manager to SQN
Ireland. From 1 January 2022, the Com
pany has acted as the investment
advi
sor to SQN Ireland. Refer to
note 2.1 (e) and 2.1 (f) for furthe
r information on t
he consolidation of SQN Ireland into t
hese Audited
Consolidated Financial Statements
with effect from 1 January 2022.
Incentive plan
Shareholders at the AGM held on 29 November 202
1 approved an incentive plan (the “Ince
ntive Plan”).
The structure of the Ince
ntive Plan is for a bonus pool to be cre
ated for the Board (excluding David
Copperwaite as the indep
endent Dire
ctor), employe
es and consultants
of the Company (both pre
sent and
future) comprising cash
equivalent to 1.4% of the ag
gregate funds di
stributed to sharehold
ers since 1 Jul
y
2021 for a period up to 31 Decemb
er 2023, following whi
c
h the amount shall fall to
1.0% of aggregate funds
distributed to shareholders
for the period from 1 January 2024 to 30
June 2024 and will thereafter re
duce by
a further 0.2% every 3 months (the
"Bonus Pool"). The preci
se allocation of the Bonus Pool will be at the
discretion of the Board, subject
to the approval of the independent Di
rector. The Board wi
ll not distribute
more than 50% of the Bonus Pool
until the net assets
of the Co
mpany fall below £20 million a
nd no part of
the Bonus Pool will be paid out until a minimu
m of £80 million has been
returned to shareholders
cumulatively since 1 July 2021. The Bonu
s Pool has been capped a
t £2.3 million.
For the year ended 30 Ju
ne 2022, an incentive fee expen
se of £2,266,001 (30 Jun
e 2021: £nil) ha
s been
accrued.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
78
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
3. Material Agreements and Related Party Transactions (Con
tinued)
Transactions with the Directors
Bonus payments
At the AGM held on 29 November 2021, shareholders
approved
a one-off cash bonus of £280,000 to the
Directors, payable in such
proporti
ons as the Di
rectors
determine to
recognise their a
chievements to 30
June 2021, in achieving the aims of the Comp
any’s
investment objective of a managed wind down.
The Board voluntarily agreed to split
the bonus into two part
s, with the first half paid immediately and the
second half deferred until the earlier of 1 January 20
23 or the date at which a further £30 million has been
returned to shareholders. This has bee
n pai
d after the year end (refer to note 18).
Directors’ rem
uneration
During the year ended 30
June 2022, total Directors’
remu
neration, including e
xtra services wa
s £862,606
(30 June 2021: £496,465) and include
d consultancy
fees of £300,000 (30 June 2021: £195,000) paid to
Brett Miller and a £280,000 (31 June 2021: £nil) bonus
payment due to the Directors, of which £140,000
was paid to the Directors during the year (see ab
ove)
. Directors’ fees accrue
d but unpaid as at 30 June
2022 were £140,000 (30 June 2021: £
nil), which relates to the second half of the bonus payment. Refer to
note 18 for details of the bonus payment paid post ye
ar-end.
Effective 1 December 2021, David Copperwaite’
s
annual fee increased by £30,000 pe
r annum, as he was
appointed as the independ
ent Director in regard to the
Incentive Plan and will not be eligible to benefit from
the Incentive Plan.
4. Other Operating Expenses
Year ended
30 June 2022
Year ended
30 June 2021
£
£
Administration and secretarial fees (refer to note 3(b))
419,082 525,005
Audit fees
173,790 183,000
Non audit related services
fee
- 25,000
Brokerage fees (refer to note 3(d))
109,664 48,620
Public relation fees
- 32,039
Registrar fees (refer to note 3(c))
73,819 24,426
Legal fees
498,122 585,708
Professional fees
162,894 216,701
Transaction fees
50,000 114,395
Other expenses
177,979 91,934
Investment valuation fees
196,856 515,947
Employee remuneration
245,490 -
Consultancy fees
682,781 -
AIFM fees
85,393 -
Irrecoverable withholding tax
103,832 -
Total
2,979,702
2,362,775
Audit fees of £173,790, include £47,
000 of overrun fees on the
audit
of the Annual Report and Audited
Consolidated Financial Statements for
the year
ended 30 June 2021 (3
0 June 2021: £183,000, inclu
ding
£95,000 of overrun fees). There we
re
no non-audit related services provide
d
by the Auditor during the year
ended 30 June 2022. In the year ended 30 Jun
e 2021, non-
audit related se
rvices of £25,000 related to the
review of the Half-Yearly Report and Unaudited
Cond
ensed Consolidated Financial Statements.
Legal fees in the sum of £150,036 (30 June 2021: £94,
416) relate to the Suniva investment.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
79
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
4. Other Operating Expenses (Contin
ued)
Employee remuneration is relating to
an employee providing operational
support and Dawn
Kendall
(whose
employment ended on 21 April 2022)
who transferred from
the Portfolio Manag
er to the Company by virtue
of the TUPE on 1 January 2022. The
employee remune
ration expense in
cludes wage
s, payroll taxes,
contributions to defined contribution
pension pl
ans, termination of employment expenses and
reimbursement of expenses approved b
y the Board.
Consultancy fees relate
to the fees paid to th
e four Consultants from 1 Janua
ry 2022, including
reimbursement of expenses approved
by the Board.
Consultancy fees al
so include a project commi
ssion,
due on the consultants upon meetin
g ce
rtain criteria in assisting
with
the wind down of the Comp
any. For
the year ended 30 June 2022, a p
roject commission
provision of £309,16
0 (30 June 20
21: £nil) was
accrued for.
5. Basic and Diluted (Loss)/Earnings per Share
30 June 2022
Ordinary Shares
2016 C Share
Total comprehensive (loss)/incom
e for the year
£(2,615,318)
£1,418,122
Weighted average number of shares in i
ssue during
the year
355,975,669
138,924,222
Basic and diluted (loss)/earning
s per share
(0.73)p
1.02p
30 June 2021
Ordinary Shares
2016 C Share
Total comprehensive income for the year
£1,803,783
£13,252,607
Weighted average number of shares in i
ssue during
the year
355,975,669
138,924,222
Basic and diluted loss per share
0.51p
9.54p
6. NAV per Share
30 June 2022
Ordinary Shares
2016 C Shares
NAV £62,067,375
£26,100,616
Number of shares in issue
at year end
355,975,669
138,924,222
NAV per share
17.44p
18.79p
30 June 2021
Ordinary Shares
2016 C Shares
NAV £93,238,382
£82,953,032
Number of shares in issue
at year end
355,975,669
138,924,222
NAV per share
26.19p
59.71p
On 1 September 2021, the 1,731,838 Or
dinary Shares held in
treasury were cancell
ed. No Ordinary Shares
or 2016 C Shares were held in treasu
ry as at 30 June
2022. The number of Ordinary Shares
in issue as at
30 June 2021 is presented after dedu
ction of 1,731,838 treasury share
s.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
80
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
7. Segmental Reporting
There are two reportable segments as at 30 June 2
022: Ordinary Shares a
nd 2016 C Shares. Each Share
Class has its
own portfolio, is listed se
parately on
the Main Market of the Lon
don Stock Exchange and the
Directors review the investment held in each segmen
t separately.
The Directors view the operations
of
the two reportable segme
nts as one operating segment, being
investment business and both segmen
ts have the same
investment objectives as at 30 June 2022. All
significant operating de
cisions are base
d upon analys
is of the Gr
oup’s investments as on
e segment. The
financial results from this segment are e
quivalent to
the financial results of the Group as a whole.
The tables below provide a breakdo
wn of the condens
ed consolidat
ed statement of comprehe
nsive income
between the reportable segments:
For the year ended 30 June 2022
Ordinary Shares
2016 C Shares
Total
£ £ £
Total income
6,064,371
3,624,247
9,688,618
Net realised and unrealised loss
(4,076,6
61)
1,035,385
(3,041,276)
Total operating expenses a
nd incentive
plan expense
(4,603,028)
(3,241,510)
(7,844,538)
Total comprehensive income for the
year
(2,615,318)
1,418,122
(1,197,196)
For the year ended 30 June 2021
Ordinary Shares
2016 C Shares
Total
£ £ £
Total income
13,076,138
7,992,502
21,068,640
Net realised and unrealised loss
(24,66
7,596)
3,405,435
(21,262,161
)
Total operating expenses (excludi
ng ECL)
(2,007,9
00) (1,729,239) (3,737,1
39)
Total comprehensive income for the
year
1,803,783
13,252,607
15,056,390
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
81
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
7. Segmental Reporting (Continued)
The tables below provide a breakdo
wn of the con
densed
consolidated statement of financi
al position
between the reportable segments:
30 June 2022
Ordinary Share
2016 C Share
Total
£ £ £
Investments and other receivable
s and
prepayments
55,928,528
16,518,986
72,447,514
Cash and cash equivalents
7,717,975
10,956,858
18,674,833
Total current assets
63,646,503
27,475,844
91,122,3
47
Current liabilities
(1,579,129)
(1,375,227)
(2,954,356)
Net
assets
62,067,374 26,100,617 88,167,991
Equity
62,067,374 26,100,617 88,167,991
30 June 2021
Ordinary Share
2016 C Share
Total
£ £ £
Investments and other receivable
s and
prepayments
81,024,192
70,324,471
151,348,663
Cash and cash equivalents
12,569,057
12,781,886
25,350,943
Total current assets
93,593,249
83,106,357
176,699,606
Current liabilities
(354,867)
(153,325)
(508,192)
Net assets
93,238,382
82,953,032
176,191,414
Equity 93,238,382
82,953,032
176,191,414
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
82
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
8. Property, Plant and Equipment
The carrying amount is detailed in the table below:
30 June 2022
30 June 202
1
Cost
£ £
Opening balance
15,775,272
15,775,272
Disposals during the year
1
(15,775,272)
-
Closing balance
-
15,775,272
Accumulated depreciation
and impairment
Opening balance
(13,706,663)
(14,807,763)
Disposals during the year
1
13,706,663 -
Impairment release during the year
-
1,101,100
Closing balance
-
(13,706,663)
Net realisable value
-
2,068,609
1
All PPE investments were sold during the year, £2,
019,
195 was received which resu
lted in a realised loss
on disposals of £49,414.
9. Financial Instruments
9.1 Fair Value Investments
The Group’s accounting policy on fair value mea
surements is discussed in note 2.3(c).
The Group measures fair values using the following fair
value hierarchy that reflects the si
gnificance of the
inputs used in making the measurements:
Level 1: Inputs that reflect unadjuste
d price quotes in acti
ve markets for id
entical asse
ts or liabilities that th
e
Group has the ability to acce
ss at the measurement date;
Level 2: Inputs that reflect
price quotes of similar assets and liabilities
in active
markets, and price quotes of
identical assets and liabilities in ma
rkets that are con
sidered to be less than a
ctive as well as inputs other
than price quotes that are observ
able for the asset or liability eit
her directly or ind
irectly; and
Level 3: Inputs that are unobserv
able for the a
sset or liability and refl
ect the Company’s own assumptions
based upon experience of similar assets and/or on th
ird party appraised values. This category in
cludes
instruments that are value
d based on price quote
s for
which the inputs a
re unobservable
or price quotes for
similar instruments fo
r which significant unob
servable
adjustment
s or assumptions are req
uired to reflect
differences between the instrum
ents.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
83
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
9. Financial Instruments (Continued)
9.1 Fair Value Investments (Continued)
For financial assets not carried at a
mortised cos
t, the Company determines fair value
using valuation
techniques approved by the Dire
ctors.
An assessment is made at each repo
rting date for any
events or cha
nges in circumst
ances that cause
d a
transfer. Transfers betwe
en levels are deemed to have
occurre
d at the reporti
ng date. There were
no
transfers of investments between the Le
vels during the year.
The following table details the Group’s f
air value hierarchy.
30 June 2022
Level 1
£
Level 2
£
Level 3
£
Total
£
Financial assets
Investments designated at FVTPL
-
Lease
participation
-
Loans and other investments
-
Finance lease and hire purchase
investments
-
-
-
-
-
-
497,445
47,354,490
24,256,673
497,445
47,354,490
24,256,673
Finance lease residual val
ue
-
-
111,979
111,979
Total financial assets
-
-
72,220,587
72,220,587
30 June 2021
Level 1
£
Level 2
£
Level 3
£
Total
£
Financial assets
Investments designated at FVTPL
-
Lease
participation
-
Loans and other investments
-
Finance lease and hire purchase
investments
-
-
-
-
-
-
860,833
111,759,233
36,143,681
860,833
111,759,233
36,143,681
Finance lease residual val
ue
-
-
101,859
101,859
Total financial assets
-
-
148,865,606
148,865,606
Investments designated at FVTPL
Loans and other investm
ents
The Group holds construction finance investment
s, which comprise initial dra
wings or advances made
under loan agreement
s, finance leases or hire pu
rchase agreements during a per
iod of procu
rement or
construction of underlying assets (the “Const
ruction
Period”). Du
ring the Construction Peri
od, interest or
similar service payments o
n the advances may be paid or (m
ore usually) rolled-up and ca
pitalised on expiry
of the Construction Perio
d, typically when t
he assets have b
een commissioned a
nd (if applicable)
commercial operations have com
menced. Followin
g t
he expiry of the Construction Peri
od, construction
finance investments are converted into
either loans, finance lea
ses or hire purchase an
d reclassified in the
Audited Consolidated Financial Statements to the
loan
s, finance lease and hire
purchase investm
ent
categor
ies.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
84
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
9. Financial Instruments (Continued)
9.1 Fair Value Investments (Continued)
Investments designated at FVTPL (Continued
)
Loans and other investm
ents (Continued)
The amortisation period (in the case of
a loan) or leas
e/hire term (in the case of a finance lease or hire
purchase) commences at the end of the Constructi
on Period and the servi
ce payments or lease/hire
payments rentals are calculated by re
ference to the total advance
s during the Construction Period
plus
interest accrued (if not paid). In the case of a fi
nance lease, the advances (
and accrued interest) are
repayable in full if a default or insolvency event o
ccurs or if the Construction
Period has not ended by a
specified longstop date.
Included in loans and other investments,
is a debtor-i
n-possession financing prov
i
ded by the Group for a US
solar manufacturing co
mpany, in order to protect the Grou
p'
s interest in the equipment that secures its loa
n.
US$2.44 million remained outstan
ding as at 30 June 2022 (e
quivalent to £2.01
million). A fair value of £nil
has been applied to this amount given the materi
al
uncertain timing and quantum of outcome
s possible.
Finance lease and hire purch
ase investments
The Group’s investments inclu
de a portfolio of leases of plant and machinery leased unde
r finance lease
agreements that transfer substa
ntially
all the risks and rewards incidental to o
wnership to the lessee and i
n
hire purchase agreements that incl
ude a purchase option exercisabl
e
by the lessee upon fulfilment of
specified conditions. Under these agre
ements, the lessee p
ays periodic rent
for the use
of the assets for a
fixed or minimum initial term of typically 3 to 10 y
ears. At the
end of the fixed or minimum term, the lessee
can typically elect to:
return the asset to the Group;
in the case of hire purchase, exercise an option to
purchase the assets, typically at a ‘bargain’ price;
extend the lease for a further minimum
term or from year to year on paym
ent of a pre-agreed rent
(which is typically substantially lower than
the rent paid during the initial term); or
arrange a sale of the asset to a third party and (typ
ically) receive all or the majority of the proceeds
of sale. Legal title to the leased assets remains with the Gro
up at all times prior to such sale.
Up to 31 December 2020, the Group applied the Expec
ted
Credit Loss (“ECL”) requirem
ents in IFRS 9 and
utilised the ECL model. During the y
ear ended 30 Jun
e 2022, no ECL (y
ear ended 30 Jun
e 2021:
£18,987,050) has been provided fo
r in the Audited Cons
olidated
Financial Statements as investment
s are
designated at FVTPL.
Lease Participation
The Lease Participation investment repr
esents a single
participation investment in a portfolio of leases. The
investment is held in a special purpose vehicle (“
SPV”) company that owns a numbe
r of aging helicopter
assets.
The investment has a fair value of £49
7,445 as at 30 June 2022 (30 June 202
1: £860,833).
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
85
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
9. Financial Instruments (Continued)
9.1 Fair Value Investments (Continued)
Investments designated at FVTPL (Continued
)
Finance lease residual value
Assets leased to third parties under fin
ance leases had an ung
uaranteed residual value
at the end of the
year of £111,979 (30 June
2021: £101,859).
During the year ended 30 June 2022
, no residual inve
stments were sold (30 June 2021: two resid
ual
investments were sold for £36,61
0).
Equity Holdings
Refer below for the Company’s sh
areholding in each
equity holding held:
30 June 2022
30 June 2021
Equity
Holding
1
15%
15%
2
-
-
3
25.5%
25.5%
4
25.5%
25.5%
5
20% 20%
6
45%
45%
7
45%
45%
8
-
51%
9
100%
100%
The Board have reviewed each equity holding position
and do n
ot believe that any of the equity holding
positons held by the Group qualify for equity method ac
counting under IAS 28 – Investment
s in Associates
and Joint Ventures (“IAS 28”). The Board have judged t
hat the Group does not have significant influen
ce,
being where the Company has the power to participat
e in
the financial and operating policy decisions of the
equity holdings, but not control them. Details
of each equity holding are outlined below.
The Company and the AIFM monitor the fair value
of the equity holdings and
review the relevant
information available. As at 30 June 2022, the companie
s the Group holds equity in are not meeting
expected operating or financial
performance levels and t
he Board
believe that the net realisa
ble value of all
the above detailed equity holdings throu
ghout the year and as at 30 June 2022 is
£nil (30 June 2021: £nil).
Equity Holding 1
Following a review of the capital positio
n in one of it
s investment
s held by the Group, it received an e
quity
holding in the underlying company. Th
e Group holds
junior equity, based on the sale price of t
he underlying
asset and after senior debt has be
en repaid, any remaining value wi
ll go to senior equity.
The Group has not accounted for this equity holding us
ing IAS 28 as it holds less than 20% of the equity
and does not have significant influence.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
86
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
9. Financial Instruments (Continued)
9.1 Fair Value Investments (Continued)
Equity Holding 2
The Group holds a minority shareholdi
ng in an investee
company
in consideration for a facility increase.
The Group has not accounted for this equity holding us
ing IAS 28 as it holds less than 20% of the equity
and does not have significant influence. The shares
were disposed of for £1 in April 2021.
Equity Holding 3, 4 and 8
The Group has provided asset finance fa
cilities in the form of constr
uctio
n finance and hire purchase
investments to three AD plants.
In addition to these finance arrangements, the Group
acquire
d an equity holding in each investee company.
The terms of the shareholder agre
ement included
an option
(the “Call Option”
), exercisable by the
developer upon or following full repaym
ent of the asse
t finance/loan, to purchase the Group
’s shares at a
price that will produce a maximum 12%
per annum retu
rn on capital to the Group, taking a
ccount of both
interest paid under the debt facilities
and (if applicabl
e) any dividends, assu
ming each project is fully
delivered.
The equity holdings do not qualify for equity meth
od accounting
under IAS 28, although t
he Group holds
greater than 20% of the voting po
wer in each
of th
e investees, the Board judg
e that the Group does not
have significant influence due to the following factors for each inve
stment:
The equity holdings can be bought back at the
developer’
s discretion once conditions per the
shareholder agree
ment are satisfied.
The return is fixed at a maximum of 12% per annum acro
ss the entire investment (loan and
shares). If the investment performs better than ex
pected, the developer
will
exercise the option to
purchase the shares at the agreed p
rice and ther
efore the Group has no realisti
c chance of
participating in residual val
ue.
During the year, no Call
Option was exercised by
the developers (30 June
2021: no Call Option was
exercised by the developers).
Equity holding 8 was disposed of during the year.
Equity Holding 5
The Group holds an effe
ctive 20% (30 June 2
021: 20%)
shareholding in a holdi
ng company. The G
roup has
not accounted for these equities using IAS 28
as the Board have judged the Group doe
s not have
significant influence.
Equity Holding 6 and 7
The Group holds an effective 45% shareholdi
ng in two holding companies. T
he Group has not accounted
for these equities using IAS 28 as the Board have ju
dged the Group
does not have signifi
cant influence.
Equity Holding 9
The Group holds an effective 100% sha
reholding in
a holding company. The Group ha
s not accounted for
these equities using IAS 28 as does not have benefic
ial ownership of the shares and they are held for
security only. In addition, the Board have j
udged the Group does not have signifi
cant influence.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
87
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
9. Financial Instruments (Continued)
9.1 Fair Value Investments (Continued)
Level 3 reconciliation
The following table summarise
s the changes in the fair value of the Group’s Level 3 investme
nts designated
at fair value through profit or loss:
30 June 2022
30 June 2021
£ £
Opening balance
148,865,606
127,557
Transfer in arising from reclassification o
n 1 January 2021
-
217,727,709
Fair value adjustment as at 1 Janu
ary 2021 due to reclassification
-
2,987,406
Purchases during the year
100,000
6,468,934
Sales during the year
(72,963,900)
(65,266,348)
Unrealised loss on revalua
tion of
investments (4,529,380)
41,949,036
Realised gain on investments
748,261
(55,128,688)
Closing balance
72,220,587
148,86
5,606
Information about the Secondary
Market for Level 3 Investments
Lease participation, loans,
construction finance,
finance lea
se and hire purchase
investments
The fair value of “loans and other invest
ments” and “f
inance lease
and hire purchas
e” investments is based
on two key inputs being the expecte
d cash flows from
the facility including any appropri
ate adjustment in
timing to realise these ca
sh flows and an appro
priate di
scount rate. Refer to note
2.3(c) for further detail
and FV discount matrix and below for sensitivity anal
ysis to significant changes in
unobservable inputs
within Level 3 hierarchy.
When examining target returns sought
by privat
e debt funds, the Company has examined a number of
public data sources. By nature, Priv
ate Debt is not publi
cly disclosed
, however, a numbe
r of consultants
and market participants share typical
ranges within sect
ors that ties into the Company’s experience from
market studies completed histori
cally.
Finance lease residual
value
The Company makes a
ssumptions about the residu
al value of certain assets and equipme
nt. This assumed
cash flow is typically a minor part of the assumed ca
sh flows from
the investment. In determining the cash
flow, we will review contra
ctual terms that may limit
any payment and con
sider market observable inpu
ts
relating to percentages of value retained.
As determined by the Company, the resi
dual value is a f
unction of
the in-place value and/or the second
ary
market value of the equipment or asset
s.
The in-place value is an assessment of the value of
the equipment or assets if
the equipment or assets
were to continue to operate and provide
value to the end-
user. This takes into a
ccount the marginal cost of
keeping the asset in place as
well as the cost to the end-u
ser of decommissionin
g, redelivering, and
replacing the equipment. In som
e cases, this amount (or a maxim
um value) is negotiated in
advance with
the end-user.
The secondary market value is determined utilisin
g
the Company’s historic
al experience, quotes f
rom
dealers, third party apprai
sals and recent sales. Th
e
secondary
market value also takes i
nto account the
geography of the equipment or assets, the timeframe requi
red to conduct a sale, and the associated cost
s
that are not passed on to the end-use
r.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
88
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
9. Financial Instruments (Continued)
9.2 Valuation Process
The following table provides information
about fair
value measurements and key
unobservable inputs with
respect to each category of financial assets desi
gnated at fair value through profit or loss:
30 June 2022
Description
Fair Value
Valuation Techniques
Unobservable Inputs
£
Lease participation
497,445
Discounted cash flow
Expected cash flows and
discount rate
Loans 33,875,154
Discounted
cash
flow
Expected cash flows and
discount rate
Construction finance
13,479,336
Discounted cash flow
Expected cash flows and
discount rate
Finance lease
18,645,391
Discounted cash flow
Expected cash flows and
discount rate
Hire purchase
5,611,282
Discounted cash flow
Expected cash flows and
discount rate
Finance lease residual
value 111,979
Discounted cash flow
Future cash flow
s resulted from
leases modifications and
discount rate
Equity holdings
-
Discounted cash flow
Discount rate and EBITDA
growth rate
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
89
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
9. Financial Instruments (Continued)
9.2 Valuation Process (Continued)
30 June 2021
Description
Fair Value
Valuation Techniques
Unobservable Inputs
£
Lease participation
860,833
Discounted cash flow
Expected cash flows and
discount rate
Loans
97,379,790
Discounted cash flow
Expected cash flows and
discount rate
Construction finance
14,379,443
Discounted cash flow
Expected cash flows and
discount rate
Finance lease
28,369,614
Discounted cash flow
Expected cash flows and
discount rate
Hire purchase
7,774,067
Discounted cash flow
Expected cash flows and
discount rate
Finance lease residual
value
101,859
Discounted cash flow
Future cash flow
s resulted from
leases modifications and
discount rate
Equity holdings
-
Discounted cash flow
Discount rate and EBITDA
growth rate
Sensitivity Analysis
The table below provides the valuation basis of financi
al assets designated at fair value through profit or
loss, being the summation of contractual future
cash flows, offer/settlement agree
ment and expert
valuations:
30 June 2022
30 June 2021
£ £
Contractual future cash flows
33,744,119
78,231,803
Offer/settlement agreement
6,358,005
32,137,002
Expert valuations
32,118,463
38,394,942
Total 72,220,587
148,763,747
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
90
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
9. Financial Instruments (Continued)
9.2 Valuation Process (Continued)
Sensitivity Analysis (Continued)
The tables below detail sensitivity analysis on the
key unobservable inputs considering the disco
unt rate
and the expected cash flows from the facility including
any appro
priate adjustment in timing to realise these
cash flows with respect to the fair
value measurement of financial assets designated at fair
value through
profit or loss.
Discount rate
The Company has reviewed the current discount rates
compared with
the rates charged
at issue on the
transactions. After removing non-sta
ndard positions
f
rom the analysis, it was ascertai
ned that +1.75%/-
1.75% is a suitable sensitivity range for the discount rate
s. Refer b
elow for discount rate sensitivity analysis:
30 June 2022
30 June 2021
£ £ £ £
Increase
of
1.75%
Decrease of
1.75%
Increase of
0.5%
Decrease of
0.5%
Contractual future cash flows
(257,297)
720,874
(253,034)
332,084
Offer/settlement agreement
-
11,401
(13,689)
22,938
Expert valuations
(307,841)
409,372
(140,408)
189,182
Total (565,138)
1,141,647
(407,131)
544,204
Expected cash flow adjustment
For the purposes of determining the se
n
sitivity, the Company has reviewed
expected cash flow transactio
ns
over the prior 12 months, against actual cash flow t
ran
sactions and identified that ca
sh flows achieved were
in line with cash flows expecte
d within an approximat
e 10% thre
shold. From this analysi
s, the Company
believes that a +10%/-10%
represents the majority o
f changes in
cash flows ex
perienced.
Refer below for
discount rate sensitivity analysis:
30 June 2022
30 June 2021
£ £ £ £
Increase
of
10%
Decrease of
10%
Increase of
10%
Decrease of
10%
Contractual future cash flows
3,993
(3,374,412)
698,122
(6,127,567)
Offer/settlement
agreement
n/a n/a n/a n/a
Expert valuations
715,56
5
(3,
211,846) 3,474,37
0
(3,839,494)
Total
719,558 (6,586,258)
4,172,492 (9,967,061)
Timings to realise expected cash flows
The Company has analys
ed historic transactions and i
dentified that settleme
nts are often delayed by 3-9
months. On this basis, the below sensitivity details
the impact on bringin
g forward settlements by 6 months
and extending by 6 months.
30 June 2022
30 June 2021
£ £ £ £
Increase
of
182 da
y
s
Decrease of
182 da
y
s
Increase of
182 da
y
s
Decrease of
182 da
y
s
Contractual future cash flows
-
-
(314,036)
313,938
Offer/settlement
agreement
n/a n/a n/a n/a
Expert valuations
(1,179,653)
1,245,033 (1,552,835)
1,643,579
Total
(1,179,653)
1,245,033
(1,866,871) 1,957,517
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
91
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
9. Financial Instruments (Continued)
9.2 Valuation Process (Continued)
Sensitivity Analysis (Continued)
No sensitivity analysis is provided o
n the finance lease
re
sidual value and eq
uity holdings as these amo
unts
are not material.
9.3 Net movement on investments
30 June 2022
30 June 2021
£
£
Net unrealised loss on revaluation of investment
s
(4,529,380)
31,368,641
Net realised gain on investments
748,261
(55,528,698)
Net realised loss on PPE (note 8)
(49,414)
-
Net movement on investments
(3,830,533)
(24,160,057)
10. Receivables
Other Receivables and Prepay
ments
30 June 2022
30 June 2021
£
£
Other receivables
37,611
-
Prepaid transaction fees
24,984
100,715
Portfolio Manager fee clawback
-
313,733
62,595 414,448
During the year, the Portfolio Manager f
ee clawback in the sum of
£313,733 was cancelled. Refer to not
e 3
for further information.
Investment Receivable
Investment receivable of £164,332 (30 June 2021: £
nil)
represent an amount due on the sale of a PPE asset
that remains outstanding at the reportin
g dat
e and was subsequently received post year-e
nd.
11. Other Payables and Accrued Expenses
30 June 2022
30 June 2021
£
£
Investment management fees
-
198,494
Administration and secretarial fees
30,085
30,085
Audit fees
88,290
47,500
Brokerage fees
8,382
8,068
Other payables
50,188
224,045
Director fees (bonus ac
crual, refer to note 3)
140,000
-
Consultancy fees
371,410
-
688,355 508,192
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
92
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
11. Other Payables and Accrued Expenses
(continued)
The Group has financial risk ma
nagement policies i
n plac
e to ensure that all payables are paid within the
credit time frame.
The Directors consider that the carrying amount of
all payables app
roximates to their fair value.
As at 30 June 2022, Consultancy fees included a pr
oject co
mmission accrual of £309,160 (30 June 2021:
£nil) has been recognise
d. Refer to note 4 for further details.
12. Commitments and Provisions
The Group had not committed to invest any furt
her amounts a
s at 30 June 2022 and 30 June
2021.
As at 30 June 2022, the Group had provisions in re
gard to the following:
The incentive plan in the sum of £2,266,001 (30 June
2021: £nil). Refer to note 3 for further det
ails.
A project commission payable to each consultant
of 50% of their annual
fee for meeting certain
criteria in assisting with the wind d
own of the Company. Refer to note 4 for furthe
r details.
13. Share Capital
The authorised share cap
ital of the Company is re
presented by an unlimited numbe
r of shares of no par
value which may be designated a
s Ordinary Shares, C Shar
es or otherwise as the Directo
rs may from time
to time determine. All shares hold equal rights with
no restrictio
ns and no shares carry special right
s with
regard to the control of the Com
pany. There are no sp
ecial right
s attached to the shares i
n the event that
the Company is wound d
own. In accordance with t
he Company’s articles, the Co
mpany holds separate
share class meetings, for both the Ordinary Shares and
the 2016
C Shares, at which shareholde
rs vote on
resolutions specific to each share class.
The 2016 C Share investments are accounted for and man
aged as a separate pool of assets in
accordance with the Company’s invest
ment policy. Shared expense
s, which relate to both classes are
split
between Ordinary Shares and 2016 C S
hares based on their respe
ctive NAV.
The Company’s share capi
tal is denominated in Sterling.
30 June 2022
30 June 2021
Number of Shares
in Issue
Stated Capital
Number of Shares
in Issue
Stated Capital
£
£
Ordinary Shares
355,975,669
286,
296,373 355,975,669
314,774,427
2016 C Shares
138,924,222
53,149,
539 138,924,222
111,497,712
Total 494,899,891
339,445,912
494,899,891
426,272,139
On 1 September 2021, the 1,731,838 Or
dinary Shares held
in trea
sury were cancelled. As at 30 June 2
022,
there were no Ordina
ry Shares or 2016 C Share
s held in treasury. The number of shares i
n issue for the
year ended 30 June 2021 did not incl
ude the 1,
731,838 Ordinary Share
s held in treasury.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
93
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
13. Share Capital (continued)
Share Buybacks
At the AGM held on 29 November 2021, the Direct
or
s were gra
nted authority to repurchase 53,3
60,753
Ordinary Shares and 20,8
24,741 2016 C Shares (being equ
al to 14.99% of the number of Ordinary Share
s
and 2016 C Shares in issue) for cancell
ation. This
authority will expire at the forthcoming AGM. The
Directors intend to seek annual rene
wal of this authori
ty from sha
reholders. Pursuant to this authority, and
subject to Companies Law and the discretion of the Di
rectors, the Company may purchase O
rdinary Shares
and 2016 C Shares in the market if they belie
ve it to be in shareholders’ interest
s.
The Group did not repurchase any Ordinary Shares
or 2016 C
Shares during the years ende
d 30 June
2022 and 30 June 2021.
Issued Share Movements
30 June 2022
30 June 2021
Number Stated
Capital
Number
Stated
Capital
£
£
Balance at the start of the y
ear
494,899,891
426,272,139
494,899,891 488,655,945
Redemption of B and D shares –
capital return (refer to note 14)
-
(86,826,227)
- (62,383,806)
Balance at the end of the y
ear
494,899,891
339,445,912
494,899,891 426,272,139
14.
Return of Capital
As part of the managed wind down of
the Company,
the Board returned cash to sharehol
ders using a B
Share Mechanism and a D Share Me
chanism.
The B Share Mechanism i
nvolves the issue of new redeema
ble shares of no par value (“B
Shares”), paid
out of the Company’s assets to existing Ordinary sharehold
ers pro rata to their holdings of Ordinary Shares
at the time of such issue. The D Share Mechanism
involves the issue of new
redeem
able shares of no par
value (“D Shares”), paid out of the Company’s assets
to existing 2016 C shareholders pro rata to their
holdings of 2016 C Shares at the time
of such issue. The B Shares and
D Shares shall be non-transfera
ble
and shall be redeemable for cash
subsequent to issue
at the option of the Board on su
ch terms, as the
Board shall determine.
Rights attaching to the B and D Shares
The B Shares and D Shares do not carry any right to
any dividends, any other income distributions, or any
capital distributions of the Company oth
er than
as expressly permitted under the new Article
s.
The B Shares and D Share
s do not entitle any hol
der thereof to any surplus a
ssets of the Company
remaining after payment of
all creditors of the Company
apart from a distri
bution
in resp
ect of any capital
paid up on the B Shares a
nd D Shares which
shall rank behin
d any amounts du
e in respect of other cla
sses
of shares (apart from any B Shares D Share
s) and
such distribution shall b
e distributed pro rata.
The B Shares and D Shares will be issued on terms t
hat each B Share and D Share sh
all be redeemable a
t
the option of the Board and on t
he terms the Board determine. Redemption monie
s will be paid in
accordance with the terms of the new Article
s.
The B Shares and D Shares shall not ca
rry any right to receive notice of,
or attend, speak or vote at, any
general meeting of the Company or any right to vote on written resolutions of the Company. The B Shares
and D Shares shall
not be transferrabl
e. The Board expec
t that th
e B Shares and D Share
s will only ever be
in issue for a short period of time.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
94
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
14.
Return of Capital (Continued)
Return of Capital during the year ended
30 June 2022
On 7 July 2021, the Company announ
ced the third retu
rn of capital whi
ch was paid to sharehold
ers on 29
July 2021. This return of capital wa
s effected
by way of an issue and i
mmediate redemption an
d
cancellation of 355,975,669
B Shares and
138,924,222 D Shares on 21 July 2021.
On 18 August 2021, the Company anno
unced the fourth return of capita
l, whic
h was paid to shareholders
on 13 September 2021. This return of
capital was
effected by wa
y of an issue and immediate redempti
on
and cancellation of 355,975,669 B Share
s and 138,924,222 D Shares on 3 Sept
ember 2021.
On 24 February 2022, the Company announ
ced the fifth retu
rn of capital whi
ch was paid to sharehold
ers on
18 March 2022. This return of capital wa
s effected
by way of an issue and immediate re
demption and
cancellation of 355,975,669
B Shares and 138,924,222 D Shares on 10 March 2
022.
Return of Capital during the year ended
30 June 2022 (Continued
)
On 21 April 2022, the Com
pany announced the sixth
return of capital which was paid to
shareholders on 1
9
May 2022. This return of capital
was effected by way of an issue an
d immediate rede
mption and
cancellation of 355,975,669
B Shares and
138,924,222 D Shares on 11 May 2022.
During the year ended
30 June 2022, th
e Company made a
return of ca
pital on four separat
e occasions, as
detailed below, returning
a total of £28,478,054 to
Ordinary
shareholders and £5
8,348,173 to 2016 C
shareholders).
Record
date
Number of
B Shares
issued and
cancelled
Amount
per Share
Amount
returned to
Ordinary
shareholders
Number of
D Shares
issued and
cancelled
Amount
per Share
Amount
returned to
2016 C
shareholders
20 July
2021 355,975,669
3p
£10,679,270
138,924,222
7p
£9,724,695
2 September
2021
355,975,669 3p
£10,679,270
138,924,222 21p
£29,174,087
9 March
2022
355,975,669 1p
£3,559,757
138,924,222
10p
13,892,422
10 May
2022
355,975,669 1p
£3,559,7
57
138,924,222 4p
5,556,969
£28,478,054
£58,348,173
Refer to note 18 for detail of return of capital post yea
r-end.
Return of Capital during the year ended 30 Ju
ne 2021
On 8 March 2021, 355,975,669 B
shares and
138,924,222
D share
s were issued at no par to O
rdinary
shareholders and 20
16 C shareholders respectively. These B and
D shares were redeeme
d on the 8 March
2021, returning £17,798,784, being 5p
per B share and
£16,670,907, being 1
2p per D share, to Ordinary
shareholders and 20
16 C shareholders respectively.
On 22 April 2021, 355,975,669 B sha
res and 138,924,222
D shares were issued at no par to Ordin
ary
shareholders and 201
6 C shareholders respectively. T
hese B and D shares were rede
emed on the 22 April
2021, returning £19,578,662, being 5.5
p per B share
and £8,335,453, being 6
p per D share, to Ordinary
shareholders and 20
16 C shareholders respectively.
During the year ended 30 June 2021, th
e Company made a re
turn of capital on two separat
e occasions, as
detailed below, returning
a total of £37,377,446 to
Ordinary
shareholders and £2
5,006,360 to 2016 C
shareholders).
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
95
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
14.
Return of Capital (Continued)
Record date
Number of B
Shares
issued and
cancelled
Amount
per
Share
Amount
returned to
Ordinary
shareholders
Number of D
Shares
issued and
cancelled
Amount
per
Share
Amount
returned to
2016 C
shareholders
8 March 2021
355,975,669
5p
£17,79
8,784 138,924,222
12p
£16,670,907
22 April 2021
355,97
5,669
5.5p
£19,
578,662 138,924,222
6p
£8,335,453
£37,377,446
£25,006,360
15. Dividends
No dividends were declared by the
Co
mpany to its shareholders durin
g the years ended 30 June 20
22 or
30 June 2021. With the Company in ma
naged wind down,
the Board does
not intend to declare a
ny further
dividends.
16. Capital Management Policies and Procedures
The Board defines capital as financial
resources available to the Gro
up.
The Group’s total capital a
t 30 June 2022 was
£88,167,991
(30 June 2021: £176,191,414) and comprised
equity share capital and reserve
s. The Group was ungea
red at the year-end.
The Group’s capital management obj
ective is to provide returns to shareh
olders.
As the Company is in managed wind down, the Grou
p's principal use of cash is to
return cash to
shareholders, whist maintai
ning sufficient balances to meet ongoi
ng operational expenses.
The Board monitors and reviews the bro
ad structure o
f the Group’s capital on an
ongoing basis.
The Group has no externally imposed capital require
ments.
17. Financial Risk Management
The Group’s financial assets mainly comprise inve
stments an
d cash balances. Note 2 sets out the
accounting policies, includ
ing criteria for recogniti
on and the basis for measure
ment, applied to significant
financial assets and liabilities. Note 2 also include
s
the basis on which income and expenses ari
sing from
financial assets and liabilities are re
cognised.
Principal risks and unce
rtainties are detailed in the St
rategic Report. The Directors and the
AIFM, with the
assistance of the Consultants and
the Company’
s employee, work toget
her to mitigate these risks by
employing the following risk mitigation strategies:
(i) Credit Management – sound credit manageme
nt is a prer
equisite for an entity's stability and profitability.
Prudent management of credit risk can
minimise both
operational and credit risks. The Board pre-emptive
ly
begin to manage risk through the comprehen
sive underwriti
ng process to ensu
re that there is not more than
an acceptable amount of risk within
the transaction. The risk i
s continua
lly managed throughout the term of
the lease (or other finance agreeme
nt) until the ultimate
disposition of the a
sset(s). Stringent underwriting
procedures are applied to mitigate risk.
(ii) Due Diligence – the Company performs com
prehens
ive due diligen
ce on all counter parties, individuals
and businesses relevant to the inve
stment strategy of the Group.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
96
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Continued
)
(iii) On-going Portfolio Managem
ent – ensures that if a problem
starts to arise, it is identif
ied giving the
capability to address it and put into
action whatever remediation
steps
are necessary to h
elp mitigate a
potentially larger risk down the line.
(iv) Legal Review – the Company engag
es legal profe
ssionals in order to ensure
, on an on-going basis, that
all rights, title and interests, held as security fo
r the Company’
s investments are being protected an
d
preserved.
(vi) Records Manageme
nt – the Company has a compre
hen
sive electronic document
ation
system that is
subject to their internal/external backup proce
dure,
maintaining information access and retrieval 24/7 with
offsite redundant backup in case of a disast
er whe
n recovery would need to be de
ployed.
The AIFM, in close cooperation with the Direct
ors, coordin
ate the Group’s risk manag
ement.
Additional risks arising from the Group’
s activities list
ed in order of severity and likelihoo
d and the policies
for managing each of these risks are su
mmarised in
this note and have bee
n applied throughout the year.
17.1. Credit Risk
This is the risk of the failure of a le
ssee to make lease payments, the failure of
the issuer of a security or
borrower to pay interest or principal in a timely manne
r, or that the effect of negative perceptions of the
issuer’s ability to make such payments causing the v
al
ue of the investment to de
cline. Counter
parties with
debt securities rated below investment-g
rade (or unrated)
are especially su
sceptible to this risk. The Group
looks to sour
ce investmen
ts that
can p
rovide various credit and
stru
ctural enhanceme
nts to attempt to
mitigate credit exposure to any singl
e counterparty or asset cla
ss.
Credit co
ncentratio
n risk
As the Company is in managed wind down, the Company will not be making any new investment
s. The
Board will monitor concentration risk of
the investment
portfolio as the portfolio is liquidated as part of the
Company’s investment objective and po
licy.
BNP Paribas Securities Services S.C.A., Guernsey
Branch is the bank used by the Group to hold cash
balances and there i
s a risk that it could fail or t
hat there may be fraud or theft by employee
s and that the
Group’s assets may not be return
ed. BNP Paribas Secu
rities Services S.C.A., Guernsey Branch, is a
branch of BNP Paribas whose cre
dit
rating is A+ with Standard & Poor's.
Credit risk of cash and cu
stodian is mitigated by
the Company’s policy to only undertake significa
nt
transactions with leading commercial co
unterparties.
Exposure to Credit Risk
The following tables detail the Company
’s financi
al assets maximu
m exposure to credit risk:
30 June 2022
£
Residual value of finance lease
investments
111,979
Investments designated at fair value
through profit or loss
72,108,608
Cash and cash equivalents
18,674,833
Other receivables (excludes prepayme
nts)
201,943
Total assets
91,097,363
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
97
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Continued
)
17.1. Credit Risk (Continued)
30 June 2021
£
Residual value of finance lease
investments
101,859
Investments designated at fair value
through profit or loss
148,763,747
Cash and cash equivalents
25,350,943
Other receivables (excludes prepayme
nts)
313,733
Total assets
174,530,282
Financial assets credit quality summary
The table below shows the different risk categ
ories, t
he associated PDs and the nominal rating equivalent i
n
relation to unsecured loans:
Company Risk Grade
Nominal Rating
Equivalent
1: Virtually no risk
AAA
2: Low risk
AA
3: Moderate risk
A
4: Average risk
BBB
5: Acceptable risk
BB
6: Borderline risk
B
7: High risk
CCC
8: Extremely high risk
CC
9: Doubtful
D
10: Loss
D
Refer below for Risk Gra
des and nominal rating eq
uivalent as at 30 June 2022.
Company
Risk
Grade
Nominal
Rating
Equivalent
Investment Category
£
N/A
A+1
Cash an
d cash equivalents
18,674,833
5
BB
Investments designated at fair value
through profit or loss
13,190,350
5
BB
Residual value of finance lease
investments
85,272
6
B
Investments designated at fair value
through profit or loss
112,945
7
CCC
Investments designated at fair value
through profit or loss
850,654
7
CCC
Residual value of finance lease
investments
26,707
8
CC
Investment
s designated at fair value
through profit or loss
20,280,741
10
D
Investments designated at fair value
through profit or loss
37,673,918
Total
90,895,420
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
98
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Conti
nued)
17.1. Credit Risk (Continued)
30 June 2021
Company
Risk
Grade
Nominal
Rating
Equivalent
Investment Category
£
N/A
A+1
Cash an
d cash equivalents
25,350,943
4
BBB
Investments designated at fair value
through profit or loss
16,956,122
5
BB
Investments designated at fair value
through profit or loss
36,270,491
5
BB
Residual value of finance lease
investments
77,634
6
B
Investments designated at fair value
through profit or loss
7,030,566
7
CCC
Investments designated at fair value
through profit or loss
11,400,175
7
CCC
Residual value of finance lease
investments
24,225
8
CC
Investment
s designated at fair value
through profit or loss
6,033,820
9
C
Investments designated at fair value
through profit or loss
2,146,153
10
D
Investments designated at fair value
through profit or loss
68,926,420
Total
174,216,549
17.2. Liquidity Risk
This is the risk that the Group will encounter diffi
cu
lty in meeting obligations associated
with financial
liabilities or funding commitments. The B
oard m
anages and monitors the Group’
s liquidity risk.
The Group’s investments (excluding
cash deposits) are asset-b
acked loan or finance transa
ctions with
commercial entities. The investment
s are substantia
lly less liquid than trade
d securities and will have a
highly limited (if any) secondary market. Some transaction
s may incorporate provisions that restrict transfe
r
or disposal of the investment.
As at 30 June 2022 and 30 Jun
e 2021, the Group did
not have any foreign exchange forwa
rd contracts.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
99
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Continued)
17.2. Liquidity Risk (Continued)
The table below shows the Company’s finan
cial liabilities as at 30 June 2022:
Less than 1
year
1 to 5 years
More than 5
years
No maturity
date
Total
£
£
£
£
£
Financial liabilities
Other payables and
accrued
expenses
(379,195) (2,673,500)
-
- (3,052,695)
Total undiscounted
financial liabilities
(379,195) (2,673,500)
-
- (3,052,695)
The table below shows the Company’s finan
cial liabilities as at 30 June 2021:
Less than 1
year
1 to 5 years
More than 5
years
No maturity
date
Total
£
£
£
£
£
Financial liabilities
Other payables and
accrued
expenses
(508,192) - - -
(508,192)
Total undiscounted
financial liabilities
(508,192) - - -
(508,192)
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
100
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Continued)
17.3. Operational Risk
Operational risk is the ri
sk of direct
o
r indirect loss ari
sing from a wide variety of cause
s associated with the
processes, technology and infrastructure supporting t
he Group’
s activities with financial instruments eith
er
internally within the Gro
up or extern
ally at the Gro
up’s serv
ice
providers, and from extern
al factors other
than credit, market and liquidity risks such as thos
e arisin
g from legal and regulatory require
ments and
generally accepted standards of
investment manag
ement behaviour.
The Group’s objective is to manage operational risk
so
as to balance limiting of financial losse
s and
damage to its reputation with achieving its investm
ent objective. The Group manag
es this risk by having
oversight of the Administrator, the Cons
ultants and the Company’s employee.
17.4. Market Risk
The fair value of future cash flows of a financi
al inst
rument held
by the Group may fluctuate. This
market
risk comprises cu
rrency risk, interest rate risk
and price risk. Th
e Board reviews and agrees policies for
managing these risks.
Currency Risk
The functional and presentation curre
ncy of the Gr
oup is Sterling and, the
refore, the Group’s pri
ncipal
exposure to foreign currency risk comprise
s investm
ents denomin
ated in other currencies, principally US
Dollars and Euros. The Company monitors the Grou
p’s exposure to foreign curre
ncies. The Board
measures the risk to the Group of the foreign curren
cy exposure by consid
ering the effect on the NAV and
income of a movement in the rates
of exchange
to which the Group’
s assets, liabilities, income and
expenses are exposed.
The table below details the ca
rrying amounts of the Com
pany’s financial assets an
d financial liabilities that
have foreign currency risk exposure:
30 June 2022
GBP
USD
EUR
Total
£ £
£
£
Investments including the residual
value of finance lease investments
47,200,403 1,572,223
23,447,961
72,220,587
Cash and cash equivalents
16,998,380
652,542
1,023,911
18,674,833
Other receivables
201,943
-
-
201,943
Investment payables, other
payables and accrued expenses
(2,954,356)
-
-
(2,954,356)
Total net foreign currency exposure
61,446,370 2,224,765
24,471,872
88,143,007
Percentage of total
69.72% 2.52%
27.76%
100.00%
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
101
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Continued)
17.4. Market Risk (Continued)
30 June 2021
GBP
USD
EUR
Total
£ £
£
£
Investments including the residual
value of finance lease investments
82,095,531 37,473,105
29,296,970
148,865,606
Cash and cash equivalents
24,654,143
521,757
175,043
25,350,943
Other receivables
313,733
-
-
313,733
Investment payables, other
payables and accrued expenses
(508,192)
-
-
(508,192)
Total net foreign currency exposure
106,555,215 37,994,862
29,472,013
174,022,090
Percentage of total
61.23% 21.83%
16.94%
100.00%
Currency sensitivity
analysis
Should the value of Sterling against the Euro and the US
Dollar increase or decrease by 5% with all other
variables held constant and excluding
the impact
of currency hedging describ
ed below, the impact on the
net assets of the Company would b
e as follows:
Currency
30 June 2022
30 June 2021
£ £
£ £
Increase of 5%
Decrease of 5%
Increase of 5%
Decrease of
5%
USD (111,238)
111,238
(1,899,743)
1,899,743
EUR
(1,223,594) 1,223,594
(1,473,601) 1,473,601
The Board believe that a 500 basis p
oint movement in
the value of Sterling against other curren
cies is
reasonable given the average volatility in these curr
ency rates during the years e
nded 30 June 2022 and 3
0
June 2021.
The Group did not have a
ny open forward foreign e
xchange cont
racts as at 30 June 2
022 or the 30 June
2021.
Interest Rate Risk
Most of the Group’s investments receiv
e
a fixed rate of interest. The value of fixed income securitie
s usually
rise and fall in re
sponse to chang
es in market intere
st
rates. Declining intere
st rates generally increase the
fair value of existing instruments, and risin
g interest
rates generally decrea
se the fair value of existing
instruments. Changes in va
lue usually will not affect the amount of
interest income or final principal
repayments, but could affect the mark
et value of the investment prior to maturity. Intere
st rate risk is
generally greater for investments with longer m
aturities.
Certain income generatin
g securities p
ay interest at vari
able rates. Variable rate secu
rities reset at specified
intervals, while floating rate securities reset whenev
er there is a
change in a specified index rate. The
market prices of these securities may fluctuate signifi
cantly when interest rates
change. As at 30 June 2022
and 30 June 2021, no variable interest rate positions
were held.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
102
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Continued)
17.4 Market Risk (Continued)
Interest Rate Risk (Continued)
The possible effects on fair value and
cash flows that coul
d arise as a result of changes in interest rates are
taken into account when making investment decisions
. Expected cash flows are monitored as investmen
t
updates are provided and the Com
pany consider
s changes to cash flows on a
quarterly basis. Each facility
has a rate applied to fair value based on market
ob
servable transaction
s, performance, credit type and risk.
The waterfall requires a ma
rket rate to be applied, if a
pplicable, if not and the facility continues to perform in
line with origination, the initial rate is a
djusted by the relevant risk free rate chang
e; where these are not
appropriate the rate is taken from the fair value rate matrix.
This fair value risk matrix is reviewed annually
to reflect changes in the market rates for se
ctors and risk. The Bo
ard reviews on a regular basi
s the values
of the financial instruments.
The following table details the Group’s exposure to in
terest rate
risks. It includes the financial asset
s
designated at FVTPL and at amortis
ed cost and fina
ncial liabilities at amortised co
st as at 30 June 2022
and 30 June 2021.
Interest bearing
Non
-interest
bearing
Variable
Fixed interest
Total
At 30 June 2022
£
£
£
£
Assets designated at fair value throu
gh profit or loss:
Residual value of finance
lease investments
-
-
111,979
111,979
Investments designated
at fair value through profit
or loss
-
72,108,608
-
72,108,608
Financial assets at amortised cost:
Cash and cas
h
equivalents
18,674,833
-
-
18,674,833
Other receivables
-
-
201,943
201,943
Total assets
18,674,833
72,
108,6
08 313,922
91,097,363
Liabilities
Financial liabilities at amortised
cost:
Other payables and
accrued expenses
-
-
(2,954,356)
(2,954,356)
Total liabilities
- -
(2,954,356)
(2,954,356)
Total interest
sensitivity gap
18,674,833
72,108,608
(2,640,434)
88,143,007
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
103
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Continued)
17.4 Market Risk (Continued)
Interest Rate Risk (contin
ued)
Interest bearing
Non
-interest
bearing
Variable
Fixed interest
Total
At 30 June 2021
£
£
£
£
Assets designated at fair value throu
gh profit or loss:
Residual value of finance
lease investments
-
-
101,859
101,859
Investments designated
at fair value through profit
or loss
-
148,763,747
-
148,763,747
Financial assets at amortised cost:
Cash and cas
h
equivalents
25,350,943
-
-
25,350,943
Other receivables
-
-
313,733
313,733
Total assets
25,350,943
148,76
3,747 415,592
174,530,282
Liabilities
Financial liabilities at amortised
cost:
Other payables and
accrued expenses
-
-
(508,192)
(508,192)
Total liabilities
- -
(508,192)
(508,192)
Total interest
sensitivity gap
25,350,943
148,76
3,747 (92,600)
174,022,090
Interest rate sensitiv
ity
An increase of 175 basis
points (30 June 20
21: 50 basis
points)
in interest rates as at the repo
rting date
would increase cash by £326,810 and decrea
se inve
stments designated at FVTP
L by £(565,138
), which
would decrease NAV by £(238,328) (30 June 20
21:
increase in cash of £126,755 and decrease of
investments designated at FVTPL of £(407,131),
whi
ch would decrease NAV by £(280,376)).
A decrease of 175 basis points (30 Jun
e 2021: 50 basis point
s) would decre
ase cash by £(308,135) an
d
increase Investments designated
at FVTPL by £1,141,647, whic
h would increase NAV by £833,512 (30
June 2021: decrease in cash of £(126,755) increa
se of investments designat
ed at FVTPL of £544,204,
which would increase NAV by £417,449
).
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
104
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Continued)
17.4 Market Risk (Continued)
Interest rate sensitiv
ity (Continued)
The Board believe that a 100 basis point movement in in
terest rates is reasonable
given that the Bank of
England base rate has increased from 0.25% on 16 Dece
m
ber 2021 to 0.5% on 3 February 2022, to 0.75%
on 17 March 2022, to 1.00% on 5 May 2022 to 1.25% on 16 June 2
022.
Price risk
Price risk is the risk that the Company’s perfo
rmance
will be adversely affected by
change
s in the markets it
invests (other than those a
rising from currency ri
sk and
interest rat
e risk) whether caused by factor
specific
to an individual investment or all factors affecting all investment
s traded in the market.
As at 30 June 2022 and 30 June 202
1, the Company is
exposed to price ri
sk on investments designated
at
fair value through profit or loss and on its
residual value of finance lease investments.
Refer to note 2.3(c) and note 9.1 for detail regarding fair value measurement of investment
s designated at
fair value through profit or loss.
The Company makes assumption
s about the residual value of
certain assets and equipme
nt. The residual
value is a function of the in-place value and/o
r the
secondary market value of the equip
ment or assets.
Equity holdings are valued on a market approach, taking
into consideratio
n NAV information of the investee,
call options exercisa
ble on the holdings and extern
al pr
icing of recent transaction
s (if available). Lease
participation investments a
re valued based on the princip
a
l balance of the participation interest adj
usted for
information provided by third party appraisals.
The Company attempts to mitigate asset pricing ri
sk
by using comparable recent
market transactions and
other valuation/information sources, however, the
se investments may be extremely difficult to value
accurately, and the valuations provided may differ, so
metimes significantly. Third-party pricing informatio
n
may not be available for certain positions held.
The estimated fair values of lease parti
cipation inve
stments, equity holding
s and residual value of fina
nce
lease investments, loans and other investment
s and
finance lease and hire purchase i
nvestments are
monitored and reassessed on an ongoin
g basis by the Company.
Refer below for sensitivity analysis on the impact on
the Statement of Comprehensive Income and NAV of
the Company, if the fair value the inve
stments expos
ed to pri
ce risk increased
or decreased by 15% (3
0
June 2021: 15%). Refer to note 9 for de
tail on sensit
ivity analysis
on fair value measurement unobse
rvable
inputs.
30 June 2022
Increase by 15%
Decrease by 15%
Financial assets
£ £
£
Investments designated at FVTPL
1
72,108,608
10,816,291
(10,816,291)
Finance lease residual val
ue
111,979
16,797
(16,797)
Total
72,220,587 10,833,088
(10,833,088)
30 June 2021
Increase by 15%
Decrease by 15%
Financial assets
£ £
£
Investments designated at FVTPL
1
148,763,747
22,314,562
(22,314,562)
Finance lease residual val
ue
101,859
15,279
(15,279)
Total
148,865,606 22,329,841
(22,329,841)
1
Includes, loans and other investments and finance lease and hire purchase investments.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
105
NOTES TO THE CONSOLIDATED FI
NANCIAL STATEMENTS (CONTINUE
D)
17. Financial Risk Management (Continued)
17.4 Market Risk (Continued)
Price risk (Continued)
No sensitivity analysis has been provid
ed for lease participation and e
quity holdings as these investme
nts
are not deemed material. As at 30 June 2022, they
are valued at £497,445 for lease
participation and £
nil
for equity holdings (30 June 2021: £nil f
or lease participation and
equity holdings).
The Board believe that a 15% (year en
ded 30 June 2021:
15%)
movement is reasonable
based on market
movements of the investments held duri
ng the financial year.
18. Events after the Repo
rting Period
Return of Capital
On 12 July 2022, the Company announced the seventh retu
rn of capital which was paid to share
holders on
3 August 2022. This return of capital was effected
by way of an issue and immediate redemption and
cancellation of 355,975,669
B Shares and
138,924,222 D Shares on 26 July 2022.
The table below summaries the amounts retu
rned to shareholders:
Ordinary Shares
2016 C Shares
Record date
Amount per
Share
Amount returned to
shareholders
Amount per Share
Amount returned to
shareholders
25 July 2022
1p
£3,559,757
5p
£6,946,211
Asset Realisations
On 12 July 2022, the Board announce
d that within
the Ordinary Share Class portfolio, Borrower 4, an AD
plant located in Scotland was restructur
ed and sold, r
epaying the fund £2.7 million plus the potential for a
further £0.2 million of deferred consideration. It
had a fair value of £2.8 million as at 30 June 2022.
Bonus Payment
Following the seventh return of capital, the second
half of the bonus payment
in the sum of £140,000 was
paid to the Directors in August 20
22, as a further
£30 million ha
s been returned to shareh
olders since the
AGM held on 29 November 2021.
19. Ultimate Controlling Party
In the opinion of the Directors, there
is no single ultimate controlling party.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
106
Alternative Performance Measures (Unaudited)
1. Share Price Discount
The share price di
scount to NAV has b
een calculat
ed as the percentage difference bet
ween the NAV per
share and the closing share pri
ce of the Ordinary Shares and 20
16 C Shares on the same date (source
:
Bloomberg).
Reason for use
To provide transparency in the difference betwee
n
the NAV and the Ordinary Share a
nd 2016 C Share
price and to help investors identify and m
onitor the performance of the Group.
Ordinary Shares
2016 C Shares
30 June 2022
30 June 2021
30 June 2022
30 June 2021
NAV per share (A)
£0.1744
£0.2619
£0.1879
£0.5971
Closing
share pric
e per
Bloomberg
(B)
£0.0600 £0.1750
£0.1108 £0.3500
Discount to NAV per share
((B-A)/A) (65.60)%
(33.18)%
(41.03)%
(41.38)%
2. NAV Total Return
The NAV total return measures how the
NAV per Or
dinary Share and 2016 C Share has performed over a
period of time, taking into account b
oth capital di
stributions
and dividends paid to sharehol
ders. The
Company quotes NAV total return as a percentage
change from a certain point in time, such as the initial
issuance of Ordinary Shares and 201
6 C Shares or the
beginning
of the period, to the latest reporting date,
being 30 June 2021 in t
his instance. It assum
es that capital and dividends paid to
shareholders are
reinvested back into the Company.
Total return since inception is for the period 31 July
2014 to 30 June 2022 for Ordinary Shares and 31
December 2016 to 30 Ju
ne 2022 for 2016 C Shares.
Reason for use
To provide transparency in the Co
mpany’s pe
rformance and to help in
vestors identify an
d monitor the
compounded total returns o
f the Company.
Annualised return
The 3 year annualised return is calculat
ed as the geomet
ric average amount of mont
hly total return
s over
the past 3 years.
Reason for use
To provide transparency
of the Comp
any’s performan
ce and to help investors id
entify and monitor their total
return over a 3 year period if the annual return was co
mpounded.
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
107
Alternative Performance Meas
ures (Unaudited) (Continued)
2. NAV Total Return (Continued)
Ordinary Shares
Year to
30 June 2022
3 year
Since Inception
Opening NAV per share (A)
£0.261
9
£0.9491
£1.000
Closing NAV per share (B)
£0.1744
£0.1744
£0.1744
Dividends paid (C)
£0.000
£0.0544
£0.3716
Capital distributions (D)
£0.0800
£0.1850
£0.1850
NAV total return per share
(E=(B-A+C)+D/A) (2.86)%
(56.40%
)
(26.90)%
2016 C Shares
Year to
30 June 2022
3 year
Since Inception
Opening NAV per share (A)
£0.597
1
£0.9815
£1.0000
Closing NAV per share (B)
£0.1879
£0.1879
£0.1879
Dividends paid (C)
£0.0000
£0.0544
£0.1413
Capital distributions (D)
£0.4200
£0.6000
£0.6000
NAV total return per share
(E=(B-A+C+D)/A) 1.81%
(14.18)%
(7.08)%
3. Ongoing charges
Ongoing charges reflect those expense
s of a type which
are likely to recur in the foreseeable future an
d
which relate to the operation of the Company, excluding t
he co
sts of acquisition or
disp
osal of investments,
finance charges, gains or losse
s arising on investments and O
rdinary Shares.
Ongoing charges is a measure, expressed as a percent
age
of NAV, based on
actual costs incurred in
the
year as being the best estimate of future costs ex
cluding any non-recurring fees divided by
the average
NAV of the Company during the year.
The ongoing charges ratio for the year ended 30
June 202
2 was 2.60% (30 June 2021: 1.63%). The
methodology for calculati
ng an ongoing charge
s figure is based on annu
alised ongoing ch
arges, as
calculated overleaf, of £3,
725,431 (30 June 20
21:
£3,444,238) divided by average
NAV in the period of
£143,334,260 (30 June 20
21: £211,198,531).
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
108
Alternative Performance Meas
ures (Unaudited) (Continued)
3. Ongoing charges (Continued)
Reason for use
Ongoing Charges details the ann
ual percentage reduction in shareholde
r returns as a re
sult of recurring
operational expenses assuming market
s remain
static and the portfolio is not traded.
The ongoing charges a
re based on actual costs i
ncurr
ed in the year excluding any non
-recurring fee
s.
Expense items have been excluded in the calculat
ion of the ongoing charges figure when they are not
deemed to meet the following definition:
“Ongoing charges are tho
se expenses of a type which are
likely to recu
r in the foreseeable future, whether
charged to capital or revenue, and
which relate to the
operation
of the investment compan
y as a collective
fund, excluding the costs of acq
uisitio
n/disposal of investment
s, financing char
ges and gains/losses a
rising
on investments. Ongoing charges are based on co
sts incu
rred in the year as being the best estimate
of
future costs.”
Please refer below for ongoing charge
s reconciliation
for the years ended 30 June 2022 a
nd 30 June 2021:
30 June 2022
£
30 June 2021
£
Total operating expenses for the
year (including incentive fee
expense) (7,844,538)
(4,838,239)
Expenses included in the calculation of ongoi
ng charges figures
Professional and Administration
fees (1,406,594)
(968,774)
Management fees
(1,736,229)
(1,978,999)
Directors’ fees
(582,606)
(496,465)
Total ongoing charges for the y
ear
(3,725,429)
(3,444,238)
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
109
COMPANY INFORMATION
Non-Executiv
e, Independent Directors
Brendan Hawthorne
(Chairman of the Board and Chai
rman of Audit and
Risk Committee)
David Copperwaite
(Chairman of the Remuneration and
Nomination
Committee)
Non-Independent Directo
r
Brett Miller
(Chairman of Management Engage
ment Committee)
Regist
ered Of
fice
BNP Paribas
H
o
u
s
e
,
St
Julia
n’s
Avenue
, St
Peter
Port, Guernsey, G
Y
1
1WA
Alternative Fund Investment Man
ager (AIFM)
Sanne Fund Management (Guernsey
) Limited (formerly
International Fund Management Limited), Sarni
a
House, Le Truchot, St Peter Port, Guernsey, GY1 4
NA
Financial Adviser and Broker
Winterflood Securities Limit
ed, The Atrium Buildi
ng, Cannon Bridge Hou
se, 25 Dowgate, Hill, London,
EC4R 2GA
Auditor
Deloitte LLP, PO Box 137, Regency Court, Glategny
Esplanade, St Peter Port, Guernsey, GY1 3HW
Registrar
Link Market Services (Guernsey) Li
mited, Mont Cr
evelt House, Bulwer Avenue,
St Sampson, Guernsey,
GY2 4LH
Principal Bankers
BNP Paribas Securities Services S.C.A., BNP Paribas
House, St Julian’s Avenue, St Peter Port, Guernsey,
GY1 1WA
Designated Administrator, Custodian and Secret
ary
BNP Paribas Securities Services S.C.A., Guernsey
Branch, BNP Paribas House, St Juli
an’s Avenue, St.
Peter Port, Guernsey, GY1 1WA
Receiving Agent
Link Market Services Limited, The Regist
ry
, 34 Beckenham Road, Beckenham, Kent, BR3 4TU
Legal Advisers to the Group (English
Law)
CMS Cameron McKenna Nabarro Olswa
ng LLP, Cannon Place, 78 Cannon Stre
et, London, EC4N 6AF
Legal Advisers to the Group (Gu
ernsey Law)
Mourant Ozannes, Royal Chambe
rs, St Julian'
s Avenue, St Peter Port, Guernsey, GY1 4HP
Website www.slfrealisationfund.co.uk
SLF Realisation Fund Limited
Annual Report and Audited Consolid
ated Financial Statements
for the year ended 30 June 2022
110
LIST OF ACRONYMS
Terms Definition
AD Anaerobic
Digestion
AGM
Annual General Meetin
g
AIFM
Alternative Fund Investment Manager
AIFMD
Alternative Fund Investment Manager Directive
CLO
Collateralised Loan Obligation
CVA
Company Vol
untary Arrangement
DIP
Debtor in Possession
EBITDA
Earnings Before Interest,
Tax, Depreciation & Amortisation
EGM
Extraordinary
General Meeting
ECL
Expected Credit Loss
FCA
Financial Conduct Autho
rity
FV Fair
Value
FX Foreign
Exchange
IFRS
International Financial Rep
orting Standards
IASB
International Accounting S
tandards Board
KKVIM
KKV Investment Management Limited
SLFR Ordinary
Shares
SLFX
2016 C Class Shares
LGD Loss
Given
Default
LTV
Loan to Value
NAV
Net Asset Value
NCV
Net Carrying Value
RNS
Regulatory News Service
PD Probability
of
Default
SME
Small & Medium Enterprise
SPV
Special Purpose Vehicle
TUPE
Transfer of Underta
kings (Protection of Employment)
Regulations 2006