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VPC Specialty Lending Investments PLC
ANNUAL REPORT
AND AUDITED
FINANCIAL STATEMENTS
For the year ended 31 December 2022
VPC SPECIALTY LENDING
INVESTMENTS PLC
INTRODUCTION
Financial Highlights 1
Introduction to the Company and the Group 5
Investment Objectives 5
STRATEGIC REPORT
Chairman’s Statement 8
Investment Manager’s Report 10
Business Model 18
Performance Management 20
Principal Risks 21
Culture 28
Employees, Human Rights, Social 29
and Community Issues
Board Diversity 29
Environmental, Social, and Governance 29
(ESG) Issues
Streamlined Energy and Carbon 29
Reporting (SECR)
INDEPENDENT AUDITORS’ REPORT
Independent Auditors’ Report 31
FINANCIAL STATEMENTS
Consolidated Statement of 40
Financial Position
Consolidated Statement of 42
Comprehensive Income
Consolidated Statement of 44
Changes in Equity
Consolidated Statement of 46
Cash Flows
Parent Company Statement of 48
Financial Position
Parent Company Statement of 49
Changes in Equity
Parent Company Statement of 51
Cash Flows
Notes to the Consolidated 52
Financial Statements
GOVERNANCE
Board of Directors 101
Directors’ Report 103
Corporate Governance Statement 108
Audit and Valuation Committee Report 119
Directors’ Remuneration Report 122
Statement of Directors’ Responsibilities in 127
Respect of the Financial Statements
Regulatory Disclosures 128
SHAREHOLDER INFORMATION
Shareholder Information 130
Definitions of Terms and Alternative 132
Performance Measures
Contact Details of the Advisers 134
CONTENTS
Company Number 9385218
FINANCIAL HIGHLIGHTS
RETURN SUMMARY FOR THE YEAR ENDED 31 DECEMBER 2022
All the terms and alternative performance measures above are defined on pages 132 and 133.
NAV (Cum Income)
Return
–6.97%
(2021: +27.60%)
Net Asset Value per
Ordinary Share
98.19P
(2021: 114.14p)
Dividends per
Ordinary Share
8.00p
(2021: 8.00p)
Total Shareholder Return
at 31 December 2022
(based on share price)
–1.19%
(2021: +27.32%)
Total Net Return
–£22.11 million
(2021: £73.21 million)
Revenue Return
£28.02 million
(2021: £21.12 million)
Discount to NAV
at 31 December 2022
15.37%
(2021: 19.22%)
Ordinary Share Price
at 31 December 2022
83.10p
(2021: 92.20p)
INTRODUCTION
VPC SPECIALTY LENDING INVESTMENTS PLC
1
PERFORMANCE
The table below illustrates the Company’s Cumulative NAV return and dividend per share from 1 January 2020 to
31 December 2022.
ORDINARY SHARE PERFORMANCE
The table below illustrates the Company’s Ordinary Share performance over the past three years. The Company’s discount to its
Ordinary Share NAV remained relatively consistent when comparing the end of 2022 and 2021 with the discount decreasing
slightly to 15.37% from 19.22%. The largest discount during the year was 29.39% (2021: 26.09%) while the smallest discount was
14.63% (2021: 9.53%). The graph below illustrates the movement between the trading price of the Ordinary Shares and the
announced NAV adjusted for dividends declared. Further information on the share price discount management policy can be
found on page 20.
Discount
Price
NAV
Price / NAV
(cum income)
Premium / Discount
40.00
50.00
60.00
70.00
80.00
90.00
100.00
110.00
120.00
130.00
Dec-22Sep-22Jun-22Mar-22Dec-21Sep-21Jun-21Mar-21Dec-20Sep-20Jun-20Mar-20Dec-19
–60.00%
–50.00%
–40.00%
–30.00%
–20.00%
–10.00%
0.00%
10.00%
20.00%
30.00%
NAV Return (%)
Dividends (p)
–10
0
10
20
30
40
50
60
Dec-22Sep-22Jun-22Mar-22Dec-21Sep-21Jun-21Mar-21Dec-20Sep-20Jun-20Mar-20Dec-19
–10
0
10
20
30
40
50
60
Dividend
NAV
INTRODUCTION continued
VPC SPECIALTY LENDING INVESTMENTS PLC
2 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
TOP TEN POSITIONS
The table below provides a summary of the top ten exposures of the Group, net of gearing, as at 31 December 2022. The
summary includes a look-through of the Group’s investments in VPC Synthesis, L.P. and VPC Offshore Unleveraged Private Debt
Fund Feeder, L.P. to illustrate the exposure to underlying Portfolio Companies as it is a requirement of the investment policy (set
out on pages 130 and 131) to consider the application of the restrictions in this policy on a look-through basis.
PERCENTAGE
INVESTMENT COUNTRY INVESTMENT TYPE OF NAV
Deinde Group, LLC United States Asset Backed Lending 11.76%
Deinde Group, LLC (“Integra”) is an early-stage online provider of unsecured consumer loans to nonprime borrowers. Integra was
founded in March 2014 by Arthur Tretyak (CEO) and is led by a team of seasoned consumer finance and risk analytics executives.
The company is headquartered in Chicago, IL, and is owned by its management team and employees.
Caribbean Financial Group Holdings, L.P. Latin America Asset Backed Lending 9.28%
Caribbean Financial Group Holdings, L.P. (“CFG”) is the largest non-bank provider of unsecured consumer installment loans to the
Caribbean market, operating primarily in the western and southern Caribbean. CFG was founded in 1979, operates over 70 store
branches across eight Caribbean and Latin American countries, and has its most significant operations in Panama, Colombia, and
Trinidad & Tobago. CFG’s product offering includes loan sizes ranging from $200 to $13,000, loan terms up to 84 months with
no prepayment penalties, and fully amortising simple interest loans with equal monthly payments and rates based on
underwriting customers’ ability to pay.
Applied Data Finance, LLC United States Asset Backed Lending 8.74%
Applied Data Finance, LLC provides credit to non-prime and near-prime consumers in select states across the U.S. The company
is headquartered in San Diego, with offices in New York, in addition to an IT and call centre support in Chennai, India. Financings
are in the form of installment loans and range up to $5,000.
Perch HQ, LLC United States Asset Backed Lending 7.55%
Perch HQ, LLC (“Perch”) is a technology-enabled platform that seeks to acquire and operate a diverse portfolio of e-commerce
assets on retail marketplaces. The company aims to acquire underlying brands and drive value through post-acquisition brand
initiatives, including pricing strategy, advertising strategy, cost savings, supply chain efficiencies, and general Amazon account
management optimisation. The company was founded in October 2019 by Chris Bell, former Head of Custom Supply Chain at
Wayfair and principal at Bain & Company.
Razor Group GMBH Germany Asset Backed Lending 6.58%
Razor Group GmbH (“Razor”) is a technology driven consumer goods platform that acquires and operates a diverse portfolio of
branded Amazon third-party seller (“TPS”) assets primarily in Europe. Razor targets brands with €100K – €3.5 million of seller’s
discretionary earnings (“Asset-Level EBITDA”) to be acquired at purchase multiples of 1.5x – 5.0x TTM Asset-Level EBITDA.
FinanceApp AG Switzerland Equity Investment 6.19%
FinanceApp AG (“WeFox”) is a software application providing a hybrid technology and an in-person alternative to the modern
insurance broker. The company operates in Switzerland and Germany, acting as an intermediary between major insurance
providers and individual consumers. WeFox creates an innovative marketplace for the insurance industry, digitising the
management of consumer and broker insurance portfolios and aggregating data via one secure, easy-to-use platform. Customer
users can view their insurance agreements on their smartphones or computers, allowing them to review policies and premium
pricing, submit claims, and receive superior customer service support all through the WeFox platform.
VPC SPECIALTY LENDING INVESTMENTS PLC
3
PERCENTAGE
INVESTMENT COUNTRY INVESTMENT TYPE OF NAV
FinAccel Pte Ltd Singapore Asset Backed Lending 5.65%
FinAccel Pte Ltd (“FinAccel”) provides underbanked Indonesian consumers with a digital credit platform (d/b/a Kredivo) to finance
e-commerce purchases, pay bills and secure personal loans at competitive interest rates. The Kredivo platform allows users to secure
30-day “interest-free” point-of-sale loans to finance small ticket e-commerce purchases up to $200. Eligible Kredivo users are also
offered interest-bearing point-of-sale installment loans to finance larger e-commerce transactions up to $2,200. Kredivo operates as
a digital credit card and the underlying transaction engine with a dedicated checkout embedded into over 250 e-commerce
merchant websites and a mobile application that facilitates direct merchant purchases.
Heyday Technologies, Inc. United States Asset Backed Lending 4.30%
Heyday Technologies, Inc. (“Heyday”) is a tech enabled platform that seeks to acquire and aggregate a diverse portfolio of retail
assets which are sold primarily via e-commerce marketplaces. Heyday primarily targets Amazon Marketplace third-party sellers
(“TPS”). The company aims to acquire underlying brands/seller at 2-5x earnings, and drive value through post-acquisition brand
management initiatives and underlying multiple expansion. Heyday aims to differentiate itself from other TPS aggregators in the
novel ecosystem by investing heavily and early in its technology and analytics capabilities thereby allowing the company to
easily identify and optimise operating improvements within its portfolio at scale.
Elevate Credit, Inc. United States Asset Backed Lending 3.18%
Elevate Credit, Inc. (“Elevate”) is a lender of unsecured short-term cash advances and installment loans to individuals primarily
through the internet. Elevate provides consumers with access to responsible and transparent credit options within the non-prime
lending industry. Elevate currently offers and/or supports the following products: U.S. installment loans (Rise), lines of credit
(Elastic) and credit cards (Today Card).
Heyday Technologies, Inc. United States Equity Investment 3.11%
Heyday Technologies, Inc. (“Heyday”) is a tech enabled platform that seeks to acquire and aggregate a diverse portfolio of retail
assets which are sold primarily via e-commerce marketplaces. Heyday primarily targets Amazon Marketplace third-party sellers
(“TPS”). The company aims to acquire underlying brands/seller at 2-5x earnings, and drive value through post-acquisition brand
management initiatives and underlying multiple expansion. Heyday aims to differentiate itself from other TPS aggregators in the
novel ecosystem by investing heavily and early in its technology and analytics capabilities thereby allowing the company to
easily identify and optimise operating improvements within its portfolio at scale.
INTRODUCTION continued
VPC SPECIALTY LENDING INVESTMENTS PLC
4 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
5
INTRODUCTION TO THE COMPANY AND THE GROUP
VPC Specialty Lending Investments PLC (the “Company” or “VSL”) provides asset-backed lending solutions to emerging and
established businesses (“Portfolio Companies”) with the goal of building long-term, sustainable income generation. VSL focuses
on providing capital to vital segments of the economy, which for regulatory and structural reasons are underserved by the
traditional banking industry. Among others, these segments include small business lending, working capital products, consumer
finance and real estate. VSL offers shareholders access to a diversified portfolio of opportunistic credit investments originated by
non-bank lenders with a focus on the rapidly developing technology-enabled lending sector.
The Company’s investing activities are undertaken by Victory Park Capital Advisors, LLC (the “Investment Manager” or “VPC”). VPC
is an established private capital manager headquartered in the United States with a global presence. VPC identifies and finances
emerging and established businesses globally and seeks to provide the Company with attractive yields on its portfolio of credit
investments. VPC offers a differentiated private lending approach by financing Portfolio Companies through asset-backed delayed
draw term loans, which is referred to as “Asset Backed Lending,” designed to limit downside risk while providing shareholders
with strong income returns. Through rigorous due diligence and credit monitoring by the Investment Manager, the Company
generates stable income with significant downside protection.
A summary of the principal terms of the Investment Manager’s appointment and a statement relating to their continuing
appointment can be found on page 118. The investment policy can be found beginning on page 130 of this Annual Report.
Founded in 2007 and headquartered in Chicago, VPC is an SEC-registered investment adviser that has been actively involved in
the financial services marketplace since 2010.
This annual report for the year to 31 December 2022 (the “Annual Report”) includes the results of the Company (also referred to
as the “Parent Company”) and its consolidated subsidiaries (together the “Group”). The Company (No. 9385218) was admitted to
the premium listing segment of the Official List of the Financial Conduct Authority (“FCA”) (the “Official List”) and to trading on
the London Stock Exchange’s main market for listed securities (the “Main Market”) on 17 March 2015, raising £200 million by
completing a placing and offer for subscription (the “Issue”). The Company raised a further £183 million via a C Share issue on
2 October 2015. The C Shares were converted into Ordinary Shares and were admitted to the Official List and to trading on the
Main Market on 4 March 2016.
INVESTMENT OBJECTIVES
The Company provides asset-backed lending solutions to emerging and established businesses with the goal of building
long-term, sustainable income generation. The Company focuses on providing capital to vital segments of the economy, which
for regulatory and structural reasons are underserved by the traditional banking industry. Among others, these segments include
small business lending, working capital products, consumer finance and real estate. The Company offers shareholders access to
a diversified portfolio of opportunistic credit investments originated by non-bank lenders with a focus on the rapidly developing
technology-enabled lending sector. Through rigorous diligence and credit monitoring, the Company generates stable income
with significant downside protection.
As previously disclosed, the Board determined that it would be in the best interests of the Company and its shareholders to put
forward formal proposals for a managed wind-down of the Company. Upon a successful vote at the general meeting on the
proposals put forth by the Board, the updated investment objective of the Company will be to conduct an orderly realisation of
the assets of the Company and be effected in a manner that seeks to achieve a balance between returning cash to Shareholders
promptly and maximising value.
INVESTMENT POLICY
The Company seeks to achieve its investment objectives by investing in opportunities in the financial services market through
portfolio companies and other lending related opportunities.
The Company invests directly or indirectly into available opportunities, including by making investments in, or acquiring interests
held by, third-party funds (including those managed by the Investment Manager or its affiliates).
Direct investments include consumer loans, SME loans, advances against corporate trade receivables and/or purchases of
corporate trade receivables originated by portfolio companies (“Debt Instruments”). Such Debt Instruments may be subordinated
in nature, or may be second lien, mezzanine or unsecured loans.
Indirect investments include investments in portfolio companies (or in structures set up by portfolio companies) through the
provision of senior secured floating rate credit facilities (“Credit Facilities”), equity or other instruments. Additionally, the
Company’s investments in Debt Instruments and Credit Facilities are made through subsidiaries of the Company or through
partnerships in order to achieve bankruptcy remoteness from the platform itself, providing an extra layer of credit protection.
The Company may also invest in other financial services related opportunities through a combination of debt facilities, equity or
other instruments.
The Company may also invest (in aggregate) up to 10% of its Gross Assets (at the time of investment) in listed or unlisted
securities (including equity and convertible securities or any warrants) issued by one or more of its portfolio companies or
financial services entities.
The Company invests across several portfolio companies, asset classes, geographies (primarily US, UK, Europe, Australia, Asia and
Latin America) and credit bands in order to create a diversified portfolio and thereby mitigates concentration risks.
INTRODUCTION continued
VPC SPECIALTY LENDING INVESTMENTS PLC
6 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
STRATEGIC
REPORT
The Strategic Report comprises a review of the Company’s performance for the year ended 31 December 2022, the
Chairman’s Statement, and Strategy and Business Model, including principal and emerging risks and disclosures on
environmental matters, human rights, employee, social and community issues.
The aim of the Strategic Report is to provide shareholders with the ability to assess how the Directors have performed in
their duty to promote the success of the Company in accordance with section 172 of the Companies Act 2006 (the “Act”) by:
analysing development and performance using appropriate Key Performance Indicators (“KPIs”);
providing a fair and balanced review of the Company and Group’s business;
outlining the principal risks and uncertainties affecting the Company and the Group;
describing how the Company manages these risks;
setting out the Company’s environmental, social and ethical policy;
outlining the main trends and factors likely to affect the future development, performance and position of the
Company’s business; and
setting out the direction in which the Company and the Group is heading.
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
8 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
CHAIRMAN’S STATEMENT
In last year’s Chairman’s Statement, I noted that while 2021 was a year of exceptional progress and strong returns for its
shareholders, as 2022 unfolded, there was much to feel apprehensive about. In the event, although the threat of COVID-19 faded
somewhat, Russia’s invasion of Ukraine was a geopolitical event that indeed had broader implications for the global economy. It
was also a year when central banks attempted to counter rising inflation with a programme of interest rate hikes that affected
businesses and consumers. These factors all contributed to a turbulent economic and geopolitical backdrop, and also impacted
the performance and the longer-term prospects of the VPC Specialty Lending Investments PLC (“VSL” or the “Company”) itself.
Despite economic and geopolitical turbulence and uncertainty, the Company’s core asset backed lending business continued to
perform in line with expectations; however, the equity and publicly traded investments experienced continued unrealised losses.
Nonetheless, the Board will propose to shareholders that the Company change its investment policy to one providing for the
orderly winding down of the Company – more detail on which the Board expects to be published shortly after certain regulatory
approvals are received.
In light of the recent situation with Silicon Valley Bank (“SVB”) and Signature Bank (“SB”), the Company has reviewed all portfolio
company exposure and overall indirect exposure is considered to be low. As at 27 April 2023, there is no exposure to SB and
minor exposure to SVB, as all impacted portfolio companies with meaningful balances at SVB were able to transfer almost all of
their deposits out of the bank. Small deposit amounts may remain at SVB to pay out expenses as balances wind down and/or
new accounts are opened.
To note, the Group, Company and the Investment Manager do not have a direct banking relationship with SVB or SB.
2022 HIGHLIGHTS
Gross Revenue Return of 12.63% offset by Gross Capital Return of –15.13% for the year;
Total Net Asset Value (NAV) return of –6.97% for the year and 56.91% from inception-to-date;
Total Shareholder return of –1.19% for the year and 38.69% from inception-to-date;
Strong performance of the asset backed lending investments with revenue returns of 10.70%; and
The Company declared its 20th consecutive quarterly dividend of 2.00p per share for the three-month period to December
2022 in February 2023.
THE COMPANY’S BUSINESS
It was a year of significantly different investment performance between the debt and equity portfolios. However, credit
performance was resilient. For the 12 months to the end of December 2022, the NAV per share of the Company decreased
–6.97% on a total return basis, comprising a NAV per share reduction from 114.14p to 98.19p, plus the 8.00p of dividends paid
in 2022. During the year, the traded share price fell from 92.20p to 83.10p. Dividends paid during the year were in line with the
dividend of 8.00p per year set out in the IPO Prospectus (“the Target Dividend”) and fully covered by the revenue returns. Paying
dividends in line with the Target Dividend continues to be the near-term target of the Company.
During the year, the weighted average coupon on the Company’s asset backed investments increased to 14.65% at 31 December
2022 from 10.41% at 31 December 2021 as the Company saw a rise in short-term interest rates.
As we announced on 22 December 2022, the commitment the Board made to Shareholders in 2020 (the “25% Exit Opportunity”)
was to offer Shareholders an Exit Opportunity for up to 25% of the shares in issue following the June 2023 Annual General
Meeting, should the shares continue to trade at an average discount greater than 5% over the first quarter of 2023. Three
measures of future performance were put in place in 2020, with the intention of offering the 25% Exit Opportunity in the event
that all three measures could not be met.
Various steps were taken from 2020 through 2022 to find a solution that would reduce the discount to NAV. While some of those
Shareholder-focused initiatives (including meetings with existing, new, and potential Shareholders) bore some fruit, the discount
to NAV nonetheless remained stubbornly wide.
In 2022, while it was understood by the Board that two of the three measures of future performance would be achieved, the
Board and its advisers believed that the third measure of reducing the discount to NAV would not be met. Further, the Board
and its advisers took the view that the 25% Exit Opportunity alone would not have a lasting impact on the discount and that
it might have a potentially detrimental impact on the Company’s Shareholders. If the 25% Exit Opportunity was realised, the
Company would shrink in size, resulting in the Company’s shares potentially becoming less liquid and the ratio of fees and other
costs potentially increasing as a proportion of NAV. After further consultation with its major Shareholders, the Board announced
on 22 December 2022 that it would be in the best interests of the Company and Shareholders to put forward formal proposals
to Shareholders for a managed wind-down of the entire Company instead of the 25% Exit Opportunity.
VPC SPECIALTY LENDING INVESTMENTS PLC
9
The Company expects shortly to issue a circular inviting shareholders to vote on two resolutions – the first to approve revisions
to the investment policy of the Company so that the Company’s assets can be realised in an orderly manner in order to provide
a managed exit over time for all Shareholders; and the second (to be voted on by independent shareholders) to approve
proposed amendments to the terms of the Investment Management Agreement between the Company and the Investment
Manager, principally concerning the way in which the Investment Manager is remunerated. The purpose of this is to reflect the
change in the Company’s investment objective and policy and to better align the interests of the Shareholders and the
Investment Manager. The resolution relating to the Investment Management Agreement will be voted on by independent
shareholders only because it is a related party transaction under the Listing Rules. Full details will be contained in the Circular,
but the Board, who have been so advised by its advisers, feels that the proposal is both fair and reasonable as far as shareholders
are concerned and incentivises the Manager to undertake the winding up process efficiently and in a way that optimises value
and decreases risk for shareholders.
THE COMPANY’S IMPACT
The Investment Manager continues to operate and invest responsibly, ethically, and fairly, and the Board remains committed to
reviewing the Investment Manager’s Environmental, Social and Governance (“ESG”) policy. If during the course of an investment,
VPC becomes aware of any material ESG risks, such ESG risks are documented in an Investment Committee memorandum and
presented to the Investment Committee for review. VPC develops an action plan to address such risks as applicable. In addition,
the Investment Manager continues to be a signatory of the United Nations Principles for Responsible Investment (“PRI”), the
leading global network for investors committed to integrating ESG considerations into long-term investment decision-making.
OPERATIONAL RESILIENCE
There were a few consistent themes observed across the broader market throughout 2022: asset backed security spreads
widened, both interest rates and inflation rose, equity markets were volatile, and there were lower transaction volumes for new
capital raising. In the financial technology sector, the theme was a strong shift of investor interest and valuation from growth to
profitability. To that end, many Portfolio Companies that overbuilt for growth in 2021 have enacted varying degrees of
headcount reductions and other cost-cutting initiatives. The Board is aware that such cost-cutting initiatives can introduce
elements of operational risk for the portfolio companies and this is being closely watched.
The Board believes risk management will remain a critical function throughout the wind-down process. The Investment Manager
is committed to promoting a culture of proactive risk management and controls across its portfolio of investments. VPC has itself
developed a culture of risk management. A team of 20 Risk and Operations professionals assess and monitor Portfolio Companies
and related activities on a daily, weekly, or monthly basis using proprietary, technology-driven analytic tools. VPC’s combination
of deep credit and structuring expertise, the ability to navigate uncertain market conditions, and an adherence to consistent risk
management will assist the Investment Manager to stay disciplined during the proposed wind-down process.
OUTLOOK
At the time of writing, fears of a U.S. recession and the COVID-19 global pandemic have somewhat abated, and there are
encouraging signs that any recession may be mild. The Investment Manager expects modest origination activity may persist
through much of 2023 and mergers will continue to gain popularity across the e-commerce space. VPC and its Portfolio
Companies remain focused on mitigating external credit risks and managing downside protection in legacy assets. More details
on the outlook for the Company can be found on page 17 of the Investment Manager’s Report.
In the wake of the collapse of SVB, the Board expects that there will be many lessons learned in the market served by SVB. The
Investment Manger will continue to employ prudent risk management practices and encourage its portfolio managers to be
thoughtful about their risk exposure.
Finally, the Board wants to thank all Shareholders for their continued support as it works towards a successful wind-down of the
Company. We will update you on our progress in our monthly reports.
Graeme Proudfoot
Chair
27 April 2023
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
10 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
INVESTMENT MANAGER’S REPORT
ABOUT VPC
The Company’s investment manager is Victory Park Capital Advisors, LLC (“VPC”, the “Firm”, or the “Investment Manager”), an
SEC-registered, established private capital manager. The Investment Manager was founded in 2007 and is headquartered in
Chicago, Illinois, with additional resources in New York, Los Angeles, San Francisco, and London. VPC provides custom financing
solutions across the private capital spectrum, focusing on asset-rich companies with significant corporate governance and a
strong growth trajectory. VPC invests in both emerging and established businesses across various industries in the U.S. and
abroad that often cannot access traditional sources of capital.
As of 31 December 2022, the Investment Manager had invested approximately $9.1 billion across more than 200 investments
since inception. Additionally, throughout its history, VPC has developed a significant culture of risk management. A team of
20 Risk & Operations professionals proactively assess and monitor Portfolio Companies and related activities on a daily, weekly,
or monthly basis using proprietary, technology-driven analytic tools. Further, while investment returns are important, VPC places
great significance on the <1%
1
cumulative principal loss since inception. VPC believes strong return and risk metrics result from
a combination of deep credit and structuring expertise, the ability to navigate uncertain market conditions, and a significant
adherence to risk management.
The Investment Manager was founded by Richard Levy and Brendan Carroll, who have worked together for more than
two decades across multiple credit cycles and market environments. As of December 31, 2022, VPC employs 53 professionals
across its Investment, Risk & Operations, Legal, and Investor Relations teams. For more information, please visit
www.victoryparkcapital.com.
Established Credit Manager
Founded prior to the global financial crisis in 2007 by Richard Levy and Brendan Carroll
VPC has long-standing experience investing opportunistically amidst volatility and market complexities
Headquartered in Chicago with resources in New York, Los Angeles, San Francisco, and London
Investment Manager of the Company since its IPO in 2015
Private Credit Solutions
Private credit specialist with a focus on capital preservation across multiple market environments
Lender to both established and emerging businesses across various industries in the U.S. and abroad
Extensive experience lending to companies across the credit spectrum
Developed Risk Management Culture & Process
Deeply embedded risk culture
VPC leverages proprietary risk tools and analytics to drive underwriting and portfolio management decisions
Customised monitoring and reporting process allows for granular analysis across multiple dimensions
STRATEGY AND BUSINESS MODEL
Protective Deal Structuring
The Company’s investments are typically structured as delayed draw, floating rate, and senior-secured term loans with significant
credit enhancements. Portfolio Companies draw capital over time, subject to availability under their borrowing base, covenant
compliance and underlying collateral performance. Utilising this structure provides added transparency into capital deployment
as Portfolio Companies provide notice to VPC of present and expected future funding requests on the debt facilities. In addition,
given the delayed draw structure, the at-risk capital on day one is typically not fully funded and grows over the life of an
investment. VPC is able to monitor performance and become more familiar with the business and collateral prior to lending
1
Loss Ratio reflects the cumulative net principal loss over the full life of each investment as a percentage of cumulative gross invested capital for the VPC
Credit Strategies. VPC’s historical track record data is tracked based on net loss rather than default and recovery ratios. VPC requires an executed NDA
before further sharing additional information around potential defaults and recoveries, as well as historical examples of investments where a workout or
liquidation was warranted. As mentioned above, VPC’s historical loss ratio is minimal, at less than 1.00% since 2007.
VPC SPECIALTY LENDING INVESTMENTS PLC
additional capital. Structuring floating-rate loans has allowed VPC to benefit from the meaningful increase in spread as rates have
risen in recent quarters. Additionally, VPC is predominantly the agent and sole lender in the transaction. Alternatively, in a
syndicated transaction, there may be misalignment among lenders due to varying interests, leading to an inability to manage
risk appropriately. As the agent and sole lender, VPC can better maximise value for Shareholders. Lastly, VPC’s loans are typically
shorter in duration (two to five years), which is generally attractive for borrowers looking for near-term solutions and beneficial
for VPC to mitigate risk further.
As one of the pioneers of financial services lending, VPC has structuring expertise and long-standing industry relationships,
enabling it to secure preferential capacity to lock up attractive, long-term economics through structured facility upsizes with
meaningful over-collateralisation. VPC lends against a narrowly defined and dynamic collateral pool, which reduces adverse
selection risk. Collateral is tested regularly to help avoid deterioration of the collateralised assets. If needed, VPC can foreclose
on collateral and control the liquidation of assets to protect its investments and minimise losses. With the collateralised nature
of the underlying investments within the Company’s portfolio, under most scenarios, even with a default on the instrument, the
Company would expect to recover most or all the investment. This robust structuring, monitoring and collateralisation has
allowed the Company to minimise credit losses and record minimal expected credit losses as required by IFRS 9.
VPC’s investments typically also include meaningful credit enhancements including first loss equity subordination, robust
covenant packages, extensive reporting requirements and monitoring, corporate guarantees, first lien priority, and transparency
and control over cash. VPC is able to ‘control cash’ by ring-fencing the collateral in a blocked account or special purpose vehicle
(“SPV”). VPC also structures a right of first refusal (“ROFR”) for most credit investments, allowing for control of the refinancing
processes and ultimately creating an additional captive sourcing funnel for the investment portfolio. Lastly, VPC’s loans are
secured against liens and equity pledges on the corporate entity or collateral, further providing multiple avenues of structural
protection. VPC is further able to support the growth of its Portfolio Companies, as it has the flexibility to invest with small and
large Portfolio Companies alike and to continue to finance a Portfolio Company as it grows in size. Each additional draw request
from a Portfolio Company requires an Investment Committee meeting, where the Investment Team is responsible for presenting
a detailed update on the Portfolio Company and the rationale behind the funding before it is approved. As in all transactions,
unanimous consent from the Investment Committee must be given prior to any new funding being released. VPC believes this
feature uniquely positions the Firm to grow alongside its Portfolio Companies and effectively mitigates risk as fundings are
thoughtfully paced out in line with performance.
* For illustrative purposes only, actual investments may differ due to individual circumstances.
11
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
12 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
Highly Selective Deal Sourcing
VPC has a cultivated sourcing network powered by investment professionals across the U.S. and London, creating a wide funnel
of investment opportunities. Additionally, VPC has a local presence in five major cities in the U.S. and U.K., providing real-time
“boots on the ground” for investment opportunities. The Investment Manager leverages an internal database to target attractive
businesses and undertakes extensive outreach with management teams to diligence new investment opportunities. The network
includes investment banks, business brokers, restructuring firms, private equity managers, venture capital firms, and law and
accounting firms. Furthermore, VPC has long-standing relationships with Portfolio Company management teams, industry
professionals, and experts in various sectors that bolster its access to transactions. When positioned as a premier financing
solution, the Investment Manager’s executive board adds credibility and further provides VPC with a differentiated sourcing
channel. Together, these efforts result in a robust pipeline of new investment opportunities built through trusted relationships,
industry knowledge, and reliable partnerships.
More than 80% of the Firm’s deal flow is sourced directly. This highlights the strength of VCP’s relationships and its reputation
as a flexible financing solutions provider. Notably, VPC only invests in approximately 1% of its deal flow which exemplifies its
high barrier to entry.
1
As of 31 December 2022. Sourcing channels for investments included in the VPC ABOC Credit Strategy composite.
2
As of 6 March 2023.
Best-in-Class Risk Management
VPC’s significant emphasis on risk management is the backbone of its investing ethos. As discussed above, VPC has 20 dedicated
Risk & Operations professionals that proactively monitor Portfolio Companies daily, weekly, or monthly, utilising sophisticated,
technology-driven analytics tools. VPC leverages iLevel and Tableau, which have been customised for VPC’s high-touch approach
to risk management, to enhance further its ability to assess, manage and monitor risk and trends on a real-time basis.
At VPC, risk management is closely involved throughout the life cycle of an investment, from underwriting and structuring to
monitoring and, ultimately, maturity. VPC has a well-established Risk Team, which is an objective, independent function that
reports directly to the Investment Committee. The Senior Risk Team meets with the Executive Team twice-weekly to discuss any
material risk issues and key initiatives. More broadly, the Investment Committee meets two to three times a week to collectively
address and manage potential risks as appropriate. Additionally, the Risk Team will often travel on-site to meet with Portfolio
Companies throughout the duration of the investment to ensure key metrics are being met and collateral performance is in line
with expectations.
LEVERAGING THE VPC PLATFORM
Long-standing relationships with portfolio company management teams,
industry professionals and experts create a differentiated deal pipeline
Relationships are a critical advantage in sourcing deals and securing preferential
capacity in a portfolio company’s development
PROPRIETARY ADVANTAGE
“Boots on the ground” in six major cities provides the VPC with a wide funnel
of investment opportunities
Extensive reach with active engagement of management teams and diligence
opportunities
Robust sourcing and direct origination allow VPC to primarily act as the
sole lender for non-sponsored and non-syndicated investments
DIVERSIFIED CHANNELS
Pipeline built through trusted and often repeat relationships, industry
knowledge and value-added structuring capabilities
Leverages a diverse database to directly target businesses that combine
VPC’s underwriting expertise with its thematic industry subsector views
Potential sourcing avenues include direct relationships with portfolio companies,
venture capital and private equity firms, investment banks, fixed income,
structured product desks, restructuring advisors and traditional lenders
Equity
Owner
10%
Intermediary
18%
Direct
72%
VSL CREDIT STRATEGY – SOURCING CHANNELS
1
Currently, VPC has more than $3.5 billion of investment
opportunities in its active pipeline across the
firm’s strategies2
VPC SPECIALTY LENDING INVESTMENTS PLC
To bolster VPC’s risk management efforts further, reputable third-party consultants may be used to assess specific, industry-
related risks. Industry publications such as 2nd Order Solutions white papers are regularly reviewed for broader credit market
trends that may influence VPC’s investments. As a result of this best-in-class adherence to risk, VPC is proud to report a
cumulative net principal loss of less than 1% since inception. After considering any post-default recoveries, the less than 1% net
loss
2
represents the net principal shortfall on both completed and active investments. VPC places great significance on its
institutional infrastructure and risk management process to structure, execute, monitor, and manage risk within the portfolio.
REVIEW OF 2022 PERFORMANCE
The Company completed the year with a total NAV return of –6.97%, a gross revenue return of 12.63% and a gross capital return
of –15.13%. The Company’s revenue return remained in line with expectations, thereby supporting the 8.00p per year dividend
yield for Shareholders as set out in the IPO Prospectus (“the Target Dividend”). In February 2023, the Company declared its
twentieth consecutive quarterly dividend payment of 2.00p per share for the three months to 31 December 2022, and the
dividend was paid to Shareholders in March 2023. During the year, the weighted average coupon on the Company’s asset backed
investments increased to 14.65% at 31 December 2022 from 10.41%.
2022 was characterised by economic and geopolitical turbulence and uncertainty, including fears surrounding the COVID-19
global pandemic, Russia’s invasion of Ukraine, and central banks’ attempts to counter rising inflation with interest rate hikes. For
example, in January 2022, the Fed Funds rate was 0%-0.25%. By the end of the year, after seven rate increases from the
US Federal Reserve, it stood at 4.25%-4.5%, its highest level in 15 years, with the promise of further hikes in 2023.
Despite economic and geopolitical turbulence and uncertainty, the Company’s core loan business continued to perform in line
with expectations, benefiting from the rising short-term interest rate environment throughout 2022 and further illustrating the
power of variable rate loans. The Company’s core asset backed lending business represented approximately 67% of the total
investment portfolio at year-end and continued to perform in line with expectations.
ACTIVE
MANAGEMENT
STRUCTURAL PROTECTIONS
INFORMATION
TRANSPARENCY
Dedicated Risk Management team works
collaboratively with VPC deal teams
throughout the life of an investment
Risk Management team reports to VPC’s
Investment committee to preserve
independence
Frequent touch points with portfolio
companies and with internal stakeholders
to manage downside protection
VPC requires and contractually mandates
detailed transparency into all aspects
of the portfolio companies’ business and
collateral on a regular basis
Requirements include data sharing,
detailed reporting, and access to
management and directors
Rigorous portfolio and asset-level
analytics drive disciplined decision
making
Credit investments are structured with first loss cushion as portfolio companies generally contribute the equity tranche, which aligns
incentives with management and equity investors
Investments are typically structured as short duration senior-secured, delayed draw term loans to an SPV that fund over time based on
performance of the underlying collateral
Lends against a narrowly defined and dynamic collateral pool, which is intended to reduce the probability of loss
Ability to foreclose on collateral and control the liquidation of assets to protect its investments
RISK
CULTURE
13
2
Loss Ratio reflects the cumulative net principal loss over the full life of each investment as a percentage of cumulate gross invested capital for the
VPC Credit Strategies. VPC’s historical track record data is tracked based on net loss rather than default and recovery ratios. VPC requires an
executed NDA before further sharing additional information around potential defaults and recoveries, as well as historical examples of investments
where a workout or liquidation was warranted. As mentioned above, VPC’s historical loss ratio is minimal, at less than 1.00% since 2007. For active
investments, any unrealised value is determined based on the fair market value of the outstanding investment.
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
14 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
The Company’s equity interests derive from its core lending business and provide it with equity participation without
contributing equity risk capital. The mark down of equity prices during the year, specifically within the financial technology and
e-commerce sectors, impacted the value of the Company’s equity holdings and contributed to the negative total NAV return.
Unrealised losses were also driven by the decrease in value of the Company’s holdings in publicly traded investments. However,
the unrealised losses on investments were due to Company investments being marked to publicly-traded prices, driven generally
by the weaker market environment, rather than specific issues with underlying Portfolio Companies. Therefore, VPC does not
view these mark downs as an indicator of concern to the underlying Portfolio Companies and are confident the lending to these
businesses remains well secured.
VPC’s long-standing reputation and relationships with Portfolio Company management teams, industry professionals and experts
continued to facilitate a differentiated deal pipeline. The Company was able to take advantage of market dislocation and closed
four new asset backed investments during the year on attractive terms, which may not have been available to VPC in prior
periods.
Overall, 2022 demonstrated the merit of VPC’s approach to structured credit lending to technology-enabled businesses and a
strong culture of risk management, which has proven particularly important during a volatile year. VPC has made additional
investments in human capital throughout the year as it continues to grow, hiring 18 individuals across its front office, Operations,
and Investor Relations teams, a testament to VPC’s growth ambitions, its reputation, and standing within the investment
management industry.
COMPANY PERFORMANCE
Below is a breakout of the Company’s returns as a percentage of NAV and pence per share on the weighted average shares
outstanding in 2022.
1 January 2022 to 31 December 2022 Total Return (% of NAV)
1 January 2022 to 31 December 2022 Total Return (pence per share)
–4.00%
1.92%
–10.00%
–5.00%
0.00%
5.00%
10.00%
15.00%
Asset Backed
Investment
Revenue
Returns
Operating
Expenses and
Management
Fees
Performance
Fees
Equity
Investment
Capital Returns
Equity
Investment
Revenue
Returns
Finance CostsAsset Backed
Investment
Capital Returns
Total
Return
F/X and Other
Returns
13.03%
10.70%
–6.97%
–4.00%
1.92%
–11.14%
–1.86%
–1.98%
–0.63%
0.00%
-4.00%
1.92%
–10.00p
–5.00p
0.00p
5.00p
10.00p
15.00p
20.00p
Asset Backed
Investment
Revenue
Returns
Operating
Expenses and
Management
Fees
Performance
Fees
Equity
Investment
Capital Returns
Equity
Investment
Revenue
Returns
Finance CostsAsset Backed
Investment
Capital Returns
Total
Return
F/X and Other
Returns
12.22p
–7.95p
–4.56p
2.20p
–12.71p
–2.12p
–2.26p
–0.71p
0.00p
VPC SPECIALTY LENDING INVESTMENTS PLC
INVESTMENTS
To meet the Company’s investment objectives within pre-defined portfolio limits, capital was allocated across several Portfolio
Companies, focusing on portfolio-level diversification. As of 31 December 2022, the Company’s investments were diversified
across 48 different Portfolio Companies across the U.S., UK, Europe, Australia, Asia, and Latin America and the Company had
exposure to 24 Portfolio Companies through asset backed loans.
VPC believes that its short-duration, non-correlated asset-intensive investments provide insulation across volatile environments,
particularly during times of uncertainty (e.g., the Great Financial Crisis, ongoing impacts from the COVID-19 pandemic, etc.), and
the Firm is equipped with an institutional risk infrastructure and independent risk management process focused on downside
protection. Conversely and more prominently, the equity portfolio experienced continued unrealised negative returns, generally
driven by the normalisation of equity instrument returns, ongoing volatile market conditions, and lower recent equity raises by
comparable companies within the financial technology and e-commerce sectors. Lastly, unrealised losses were driven by the
decrease in value of the Company’s publicly traded investments.
Portfolio Composition as at 31 December 2022
The Company continued to implement the strategy of deploying capital across a broad range of Portfolio Companies with
diverse geographies, borrower types and credit quality. Below are the breakouts of the Company’s portfolio composition as of
31 December 2022:
Gross Asset Investment Exposure, Investment Exposure
Allocation
3
by Sector
4
by
Geography
4
GEARING AND CAPITAL MARKETS
The Company selectively employs gearing to enhance returns generated by the underlying credit assets. Gearing is structured
to limit the borrowings to individual SPVs holding the assets to ensure the gearing providers have no recourse to the Company.
Given the breadth of VPC’s portfolio, the Company has a distinct competitive advantage in securing these gearing facilities at
attractive rates. During the year, the Look-Through Gearing Ratio remained relatively consistent. Having started the year at 0.34x,
it ended the year at 0.35x, as VPC continued to take a conservative approach to liquidity and risk management with the gearing
facilities.
The Company’s level of gearing may increase as a result of further drawdowns to honour commitments to funds under existing
contractual arrangements, revaluations of the portfolio or realisation of assets at less than their carrying value. An increased level
of gearing would increase Shareholders’ exposure to realisation values.
ESG INVESTMENT CONSIDERATIONS
VPC has a long history of commitment to Environmental, Social and Governance (“ESG”) considerations as part of its investment
process and firm-wide operations. In 2018, VPC launched a partnership with the International Finance Corporation (“IFC”), the
private sector arm of the World Bank, to provide credit to businesses in emerging markets. Since the initial policy in 2018, the
policy and processes around how VPC integrates ESG into its investment strategies and firm operations have expanded in scope
and sophistication.
United
States
67%
Europe
13%
Asia
6%
Latin
A
merica
14%
Legal
Finance
4%
E-Commerce
26%
SPAC
4%
Fintech
66%
Preferred
Stock
14%
Debt
67%
Warrant
3%
Cash
3%
Convertible
Debt
8%
Common
Stock
5%
15
3
Percentages calculated on a look-through basis to the Company’s investee entities and SPVs.
4
Calculations using gross asset exposure and not reduced for gearing. Excludes cash.
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
16 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC’s ESG policy is considered in all investment decisions. Part of the policy involves clearly defining what the Company will and
will not invest in, as specific industries and business practices are not supported. Another important piece of the ESG programme
involves understanding the risks and potential risks related to ESG and identifying, mitigating and remediating any issues.
Perhaps most importantly, the ESG policy creates accountability throughout the organisation and across Portfolio Companies.
VPC approaches ESG holistically to understand the full range of potential ESG risks for any given investment. For each investment
underwritten, the applicable ESG factors are identified and mapped out with a due diligence plan to understand the relevant
risks and mitigants related to those factors. With fintech investments, the Investment Manager focuses on the “Social” aspects of
ESG, as those typically have the most significant overall impact on the business. VPC looks to invest in fintech companies that
support financial inclusion and positively impact customers and other stakeholders. That means having products that are
transparent and structured in a way that is fair to customers and promotes financial health. It also means having proper controls
and systems to safeguard against harmful tactics or business practices.
As VPC has expanded into new investment categories, this frequently means re-evaluating ESG factors and risks in those specific
areas. It is VPC’s responsibility to educate itself about the key issues relating to any potential investment. VPC must set
appropriate standards in these areas and discuss issues with all relevant partners.
As part of VPC’s standard risk management process, it actively monitors Portfolio Companies across all dimensions, including ESG.
It has frequent touchpoints with Portfolio Companies and receives extensive reporting to identify potential issues. It also holds
weekly Investment Committee meetings to discuss any potential concerns and how to address or remediate them. Equally
important, VPC regularly engages with Portfolio Companies to understand how they are thinking about ESG-related issues and
to share best practices. Given that VPC works with many early-stage, high growth companies, it aims to act as a resource to
Portfolio Companies as they grow and develop their ESG practices over time.
In August 2021, VPC announced it had become a signatory of the United Nations-supported Principles for Responsible
Investment (“PRI”), further demonstrating its commitment to integrating ESG considerations into its investment decision making
processes. PRI is the pre-eminent institution advocating for ESG issues to be at the forefront of investment decision making and
VPC is proud to be a signatory. This demonstrates that VPC takes its responsibility to drive positive impact, both within the
financial services industry and in society, very seriously and that it is committed to responsible investing for the long term.
Lastly, the Investment Manager is committed to maintaining a culture of good governance, as well as policies and procedures
to assist with all aspects of diversity, as the Company’s activities benefit from a wide range of skills, knowledge, experience,
backgrounds, and perspectives. VPC formally published its DEI Policy in October 2021 and prioritised Diversity, Equity and
Inclusion (DEI) goals for recruitment in Q3 of 2021 to diversify points of view and idea generation. To this end, VPC set formal
goals of increasing the female population by 20% and ethnic diversity by 200% within the next five years. To date, VPC has
exceeded those goals by increasing the female and ethnically diverse population by 64% and 500%, respectively.
SUMMARY AND HIGHLIGHTS FOR THE YEAR
The financial and business highlights for the year ended 31 December 2022 are as follows:
January 2022: Dave Inc., a banking app on a mission to build products that level the financial playing field reported the
closing of its previously announced business combination with VPC Impact Acquisition Holdings III, Inc. On 5 January 2022,
the combined company began trading under the NASDAQ ticker symbol: “DAVE”.
January 2022: The Company partially exited its equity investment in Kueski, Inc., realising a gain on the sale of
$4.37 million, which was included in the NAV of the Company on 31 December 2021.
January 2022: On 17 January 2022, one of the Company’s privately held investments, Beforepay, closed its IPO and began
trading on the Australian Stock Exchange under the ticker “B4P”.
February 2022: The Company declared its 16th consecutive dividend of 2.00 pence per share for the three months to
31 December 2021.
March 2022: VPC Impact Acquisition Holdings II (NASDAQ: VPCB) (“VPCB”), a special purpose acquisition company
sponsored by VPC Impact Acquisition Holdings Sponsor II, LLC, an affiliate of Victory Park Capital and FinAccel, the parent
company of Kredivo, the leading AI-enabled digital consumer credit platform in Southeast Asia, announced the mutual
termination of their previously announced business combination agreement.
June 2022: The Company declared its 17th consecutive dividend of 2.00p per share for the three months to 31 March
2022.
July 2022: The Company invested in one new asset backed investment, Loyal Foundry Holdings, Inc. (“Loyal Foundry”).
Loyal Foundry is a leading global platform of non-gaming mobile apps.
VPC SPECIALTY LENDING INVESTMENTS PLC
17
August 2022: ZeroFox Inc., a VPC portfolio company and an enterprise software-as-a-service leader in external
cybersecurity reported the closing of its previously announced business combination with L&F Acquisition Corp (“L&F”), a
special purpose acquisition company, and ID Experts Holdings Inc. (“IDX”). On 4 August 2022, the combined company
began trading under the NASDAQ ticker symbol: “ZFOX”.
August 2022: The Company declared its 18th consecutive dividend of 2.00p per share for the three months to 30 June
2022.
November 2022: The Company declared its 19th consecutive dividend of 2.00p per share for the three months to
30 September 2022.
December 2022: After further consultation with its major Shareholders, the Board determined that it would be in the
Company’s best interests and Shareholders to put forward formal proposals to Shareholders for a managed wind-down of
the Company instead of the 25% Exit Opportunity. A circular with further details will be published shortly.
SUBSEQUENT EVENTS
Since the year ended 31 December 2022:
February 2023: The Company declared its 20th consecutive dividend of 2.00p per share for the three months to
31 December 2022.
OUTLOOK
As noted above, the Company completed the year with a total NAV return of -6.97%, a gross revenue return of 12.63% and a
gross capital return of –15.13%. It was a bifurcated year regarding investment performance, with credit performance remaining
resilient. Importantly, the Company’s revenue return remained in line with expectations, thereby supporting the dividend yield
for Shareholders.
Many of the Investment Manager’s peers and Portfolio Companies have not seen interest rates at these levels before, and rates
are expected to continue trending up from here. In 2023, VPC expects equity valuations will be flat or down, an environment
that encourages companies to be measured on valuation expectations. As such, Portfolio Companies are de-prioritising growth
and instead working to reduce operating expenses to extend cash runway and/or generate free cash flow.
In specific credit market sectors in which the Company is invested, the Investment Manager market and risk commentary is as
follows:
Consumer: In the consumer space, consumer credit has exhibited signs of softening across multiple asset classes; however,
metrics remain largely within historical norms and mirror those of 2019. Inflation continues to be a primary driver of
pressure on consumers, particularly those in the lower income brackets. The Investment Manager is starting to see early
indications of cracks in the strong employment and some segments of the economy are showing more significant
weakness, such as subprime and lower income bands and certain geographic regions.
E-Commerce: In E-Commerce, while many of the supply chain challenges from early 2022 have eased, inflation and rising
rates has put pressure on margins. Additionally, many retail and e-commerce companies are facing inventory challenges.
Generally, higher prices are not fully offsetting the pressure on margins and reductions in force have been commonplace
as E-Commerce growth normalises to more historic run-rate levels.
In response to the market outlook, VPC and its Portfolio Companies remain focused on mitigating exogenous credit risks and
managing downside protection in legacy assets. As noted above, VPC believes that its short-duration, non-correlated
asset-intensive investments provide insulation across volatile environments, particularly during times of uncertainty, and the Firm
is equipped with an institutional risk infrastructure and independent risk management process focused on downside protection.
The Investment Manager will look to manage the wind-down effectively with the near-term goal to maintain the Company’s
dividend target, and to manage the portfolio in accordance with VPC’s institutionalised policies and procedures and towards
maximising returns to shareholders.
Victory Park Capital Advisors, LLC
Investment Manager
27 April 2023
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
18 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
BUSINESS MODEL
COMPANY STATUS
The Company is registered as a public limited company under the Companies Act 2006 and is an investment company under
Section 833 of the Companies Act 2006. It is a member of the Association of Investment Companies (“AIC”).
The Company was incorporated on 12 January 2015 and commenced its operations on 17 March 2015.
The Company has been approved as an investment trust under Sections 1158/1159 of the Corporation Tax Act 2010. The
Directors are of the opinion, under advice, that the Company continues to conduct its affairs as an Approved Investment Trust
under the Investment Trust (Approved Company) (Tax) Regulations 2011.
Under the Investment Management Agreement (“IMA”) dated 26 February 2015 between the Company and the Investment
Manager, the Investment Manager is appointed to act as investment manager and Alternative Investment Fund Manager (“AIFM”)
of the Company with responsibility for portfolio management and risk management of the Company’s investments.
PURPOSE
The Company’s defined purpose is to deliver its Investment Objective. Board culture promotes strong governance and long-term
investment, mindful of the interests of all stakeholders. The Board believes that, as an investment company with no employees,
this is best achieved by working in partnership with its appointed Investment Manager.
INVESTMENT OBJECTIVE
The Company provides asset-backed lending solutions to emerging and established businesses with the goal of building
long-term, sustainable income generation. The Company focuses on providing capital to vital segments of the economy, which
for regulatory and structural reasons are underserved by the traditional banking industry. Among others, these segments include
small business lending, working capital products, consumer finance and real estate. The Company offers shareholders access to
a diversified portfolio of opportunistic credit investments originated by non-bank lenders with a focus on the rapidly developing
technology-enabled lending sector. Through rigorous diligence and credit monitoring, the Company generates stable income
with significant downside protection.
As previously disclosed, the Board determined that it would be in the best interests of the Company and its shareholders to put
forward formal proposals for a managed wind-down of the Company. Upon a successful vote at the general meeting on the
proposals put forth by the Board, the updated investment objective of the Company will be to conduct an orderly realisation of
the assets of the Company and be effected in a manner that seeks to achieve a balance between returning cash to Shareholders
promptly and maximising value.
INVESTMENT POLICY
The Company seeks to achieve its investment objectives by investing in opportunities in the financial services market through
portfolio companies and other lending related opportunities.
The Company invests directly or indirectly into available opportunities, including by making investments in, or acquiring interests
held by, third-party funds (including those managed by the Investment Manager or its affiliates).
Direct investments include consumer loans, SME loans, advances against corporate trade receivables and/or purchases of
corporate trade receivables originated by portfolio companies (“Debt Instruments”). Such Debt Instruments may be subordinated
in nature, or may be second lien, mezzanine or unsecured loans.
Indirect investments include investments in portfolio companies (or in structures set up by portfolio companies) through the
provision of senior secured floating rate credit facilities (“Credit Facilities”), equity or other instruments. Additionally, the
Company’s investments in Debt Instruments and Credit Facilities are made through subsidiaries of the Company or through
partnerships in order to achieve bankruptcy remoteness from the platform itself, providing an extra layer of credit protection.
The Company may also invest in other financial services related opportunities through a combination of debt facilities, equity or
other instruments.
The Company may also invest (in aggregate) up to 10% of its Gross Assets (at the time of investment) in listed or unlisted
securities (including equity and convertible securities or any warrants) issued by one or more of its portfolio companies or
financial services entities.
The Company invests across several portfolio companies, asset classes, geographies (primarily US, UK, Europe, Australia, Asia and
Latin America) and credit bands in order to create a diversified portfolio and thereby mitigates concentration risks.
Borrowing policy
Borrowings may be employed at the level of the Company and at the level of any investee entity (including any other investment
fund in which the Company invests or any special purpose vehicle (“SPV”) that may be established by the Company in
connection with obtaining gearing against any of its assets).
The Company may, in connection with seeking such gearing or securitising its loans, seek to assign existing assets to one or
more SPVs and/or seek to acquire loans using an SPV.
The Company may establish SPVs in connection with obtaining gearing against any of its assets or in connection with the
securitisation of its loans (as set out further below). It intends to use SPVs for these purposes to seek to protect the geared
portfolio from group level bankruptcy or financing risks.
The aggregate gearing of the Company and any investee entity (on a look-through basis, including borrowing through
securitisation using SPVs) shall not exceed 1.5 times its NAV (1.5x).
As is customary in financing transactions of this nature, the particular SPV will be the borrower and the Company may from time
to time be required to guarantee or indemnify a third-party lender for losses incurred as a result of certain “bad boy” acts of the
SPV or the Company, typically including fraud or wilful misrepresentation or causing the SPV voluntarily to file for bankruptcy
protection. Any such arrangement will be treated as ‘non-recourse’ with respect to the Company provided that any such
obligation of the Company shall not extend to guaranteeing or indemnifying ordinary portfolio losses or the value of the
collateral provided by the SPV.
Management Arrangements
The Company has an independent Board of Directors which has appointed Victory Park Capital Advisors, LLC (“VPC”), the
Company’s Investment Manager, as Alternative Investment Fund Manager (“AIFM”) under the terms of an Investment
Management Agreement (“IMA”) dated 26 February 2015. The IMA is reviewed annually by the Board and may be terminated by
six-months’ notice from either party subject to the provisions for earlier termination as stipulated therein.
The Company’s investing activities have been delegated by the Directors to VPC. VPC has significant expertise in the sector and
enables the Company to identify unique investment opportunities to add to the Portfolio. It has made investments and
commitments across several financial services Portfolio Companies, spanning multiple geographies, products and structures, and
is continuing to deploy capital into existing and new Portfolio Companies.
Details of the Investment Management fee and performance fees payable to VPC during the period are set out in Note 10 on
pages 88 and 89.
VPC SPECIALTY LENDING INVESTMENTS PLC
19
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
20 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
PERFORMANCE MANAGEMENT
The Board uses the following KPIs to help assess progress against the Company’s objectives. Further comments on these KPIs
are contained in the Chairman’s Statement and Investment Manager’s Report sections, respectively.
A full description of performance is contained in the Investment Manager’s Report, commencing on page 10.
NAV AND TOTAL RETURN
The Directors regard the Company’s NAV return as a key component to delivering value to shareholders over the long term.
Furthermore, the Board believes that in accordance with the Company’s objective, total return (which includes dividends) is the
best measure for long term shareholder value.
At each meeting, the Board receives reports detailing the Company’s NAV and total return performance, portfolio composition
and related analyses.
DIVIDEND YIELD
The Company intends to distribute at least 85% of its distributable income earned in each financial year by way of dividends.
GEARING RATIO
The aggregate gearing of the Company and any investee entity (on a look-through basis, including borrowing through
securitisation using SPVs) shall not exceed 1.5 times its NAV (1.5x). The Board and Investment Manager monitor the look-through
gearing ratio to ensure it is in line with the investment policy.
SHARE PRICE PREMIUM/DISCOUNT
As a closed-ended listed investment trust, the Company’s share price can and does deviate from its NAV. This results in either a
premium or a discount to NAV. This is another component of the long-term shareholder return. The Board continually monitors
the Company’s premium or discount to NAV and has the ability to issue or buy back shares to limit the volatility of the share
price discount or premium. For more information on the Company’s authorities in relation to its share capital, see page 104.
EXPENSES
The Board is conscious of the impact of expenses on returns and seeks to minimise expenses while ensuring that the Company
receives good service from its suppliers. The industry-wide measure for investment trusts is the ongoing charges ratio. This seeks
to quantify the on-going costs of running the Company. The ongoing charges ratio for 2022 was 1.99%, compared to 1.79% for
2021. This measures the annual normal on-going costs of an investment trust, excluding performance fees, one-off expenses and
dealing costs, as a percentage of the average shareholders’ funds.
PRINCIPAL RISKS
The Company is exposed to risks that are monitored and actively managed to meet its investment objectives. These include
market risks related to interest rates, currencies and general availability of financing as well as credit and liquidity risks given the
nature of the instruments in which the Company invests. In addition, the underlying Portfolio Companies are exposed to
operational and regulatory risks as this part of the financial services sector remains relatively nascent.
The Directors are ultimately responsible for identifying and controlling risks. Day-to-day management of the risks arising from
the financial instruments held by the Group has been delegated to the Investment Manager of the Company.
The Investment Manager regularly reviews the investment portfolio and industry developments to make sure that any events
impacting the Group are identified and considered. This also ensures that any risks affecting the investment portfolio are
identified and mitigated to the fullest extent possible.
The Board is responsible for the Company’s system of risk management and internal control and for reviewing its effectiveness.
The Board has adopted a detailed matrix of principal risks affecting the Company’s business as an investment trust and has
established associated policies and processes designed to manage and, where possible, mitigate those risks. The matrix is
monitored by the Audit and Valuation Committee quarterly.
This system assists the Board in determining the nature and extent of the risks it is willing to take in achieving its strategic
objectives. Both the principal and emerging risks and the monitoring system are subject to a robust assessment at least annually.
The last review by the Board took place in February 2023. Although the Board believes that it has a robust framework of internal
controls in place, it can provide only reasonable, and not absolute, assurance against material financial misstatement or loss and
is designed to manage, not eliminate, risk.
Below is a summary of the principal and emerging risks and uncertainties faced by the Company and the Group, which have
remained unchanged throughout the year, and actions taken by the Board and, where appropriate, its Committees, to manage
and mitigate these risks and uncertainties. Principal risks include liquidity risk, credit risk, financing risk, portfolio company risk,
regulatory risk and market risk. Business continuity risk, climate risk and geopolitical risk are all considered to be emerging risks.
The non-financial risks comprise of regulatory risk, business continuity risk and geopolitical risk and the financial risks comprise
of liquidity risk, credit risk, financing risk, market risk and portfolio company risk. These are set out below:
RISK MITIGATION
The Investment Manager manages the Group’s liquidity risk by
investing primarily in a diverse portfolio of assets. As at
31 December 2022, 53% of the loans had a stated maturity
date of less than a year.
In general, the weighted average maturity profile of the
Group’s assets was lower than or equal to the term of the
Group’s corresponding debt facilities which thereby reduced
liquidity risk. Refer to Note 6 of the financial statements for the
maturity profile of the Group’s assets and liabilities.
The Board and the Investment Manager review the investment
portfolio to ensure it is in line with the investment policy,
including restrictions, as outlined on pages 130 and 131. The
Board reviews cash flow forecasts to ensure the group can
meet its liabilities as they fall due.
The Group continuously monitors fluctuations in currency rates.
The Group performs stress tests and liquidity projections to
determine how much cash should be held back to meet
potential future obligations to settle margin calls arising from
foreign exchange hedging.
The gearing facility has helped the Group reduce cash drag
associated with the currency hedging portfolio, while also
allowing the Group to meet its liabilities as they fall due.
LIQUIDITY RISK
Liquidity risk is defined as the risk that the Group may not be
able to settle or meet its obligations on time or at a
reasonable price.
The Group may invest in the listed or unlisted equity of any
Portfolio Company. Investments in unlisted equity, by their
nature, involve a higher degree of valuation and performance
uncertainties and liquidity risks than investments in listed
securities and therefore may be more difficult to realise.
In the event of adverse economic conditions in which it would
be preferable for the Group to sell certain of its assets, the
Group may not be able to sell a sufficient proportion of its
portfolio as a result of liquidity constraints. In such
circumstances, the overall returns to the Group from its
investments may be adversely affected.
The Group is also exposed to liquidity risk with respect to the
requirement to pay margin cash to collateralise forward
foreign exchange contracts used for currency hedging
purposes.
VPC SPECIALTY LENDING INVESTMENTS PLC
21
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
22 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
RISK MITIGATION
LIQUIDITY RISK continued
The Investment Manager monitors the cash balances of the
Group daily to ensure that all ongoing expenses can be paid as
they come due.
There is inherent credit risk in the Group’s investments in credit
assets. However, this is typically mitigated by the significant
first loss protection provided by the Portfolio Company under
the Asset Backed Lending Model and the excess spread
generated by the underlying assets under both models.
The Investment Manager performs a robust analysis during the
underwriting process for all new investments of the Group and
monitors the eligibility of the collateral at least monthly of the
current assets in the Group’s portfolio. This process also
includes due diligence performed by a third-party reviewer
during the underwriting process and subsequent reviews at
least once per year for the Group’s Portfolio Companies.
The Group will invest across several Portfolio Companies, asset
classes, geographies (primarily US, UK, Europe, Australia, Asia
and Latin America) and credit bands to ensure diversification
and to seek to mitigate concentration risks.
The Investment Manager did not see new payment defaults
during the year and the Group has received all contractual
payments through the date of this report.
The Board and the Investment Manager review the investment
portfolio to ensure it is in line with the investment policy,
including restrictions, as outlined on pages 130 and 131. The
Investment Manager monitors performance and underwriting
on an ongoing basis.
This risk is mitigated by limiting borrowings to ring-fenced
SPVs without recourse to the Group and employing gearing in
a disciplined manner.
The Group has maintained a level of gearing throughout the
year significantly below the limit stipulated in the Prospectus as
the Group is primarily invested in the Asset Backed Lending
Model.
The Board and the Investment Manager review the investment
portfolio to ensure it is in line with the investment policy,
including investment restrictions, as outlined on pages 130
and 131.
CREDIT RISK
Credit risk is the risk that one party to a financial instrument
will cause a financial loss for the other party by failing to
discharge an obligation.
The Group’s credit risks arise principally through exposures to
loans acquired by the Group, which are subject to risk of
borrower default. The ability of the Group to earn revenue is
completely dependent upon payments being made by the
borrower, such as adverse movements in financial markets.
FINANCING RISK
F
inancing risk is the risk that, whilst the use of borro
wings by
the Group should enhance the net asset value of an
investment when the value of an investment’s underlying
assets is rising, it will, however, have the opposite effect when
the underlying asset value is falling. In addition, if an
investment’s income falls for whatever reason, the use of
borrowings will increase the impact of such a fall on the net
revenue of the Group’s investment and accordingly will have
an adverse effect on the ability of the investment to make
distributions to the Group.
The Group uses gearing to enhance returns generated by the
underlying credit assets and is exposed to the availability of
financing at acceptable terms as well as interest rate expenses
and other related costs.
RISK MITIGATION
The Group has a diversified investment portfolio which
significantly reduces the exposure to individual asset price risk.
Detailed portfolio valuations and exposure analysis are
prepared monthly and form the basis for the on-going risk
management and investment decisions. In addition, regular
scenario analysis is undertaken to assess likely downside risks
and sensitivity to broad market changes, as well as assessing
the underlying correlations amongst the separate asset classes.
Exposure to interest rate risk is limited as the underlying credit
assets are typically fully amortising with a maximum maturity
of five years. Furthermore, generally the Group’s Credit Facilities
include a floating interest rate component to the Portfolio
Companies to account for an increase in interest rate risk and
they also have a set floor in the instance that interest rates
were to drop.
The Group mitigates its exposure to currency risk by hedging
exposure between Pound Sterling and any other currencies in
which a significant portion of the Group’s assets may be
denominated.
The Board reviews the price, interest rate and currency risk
with the Investment Manager to ensure that exposure to these
risks are appropriately mitigated.
The Investment Manager continues to monitor the potential
impact of a discontinuation of LIBOR rates on the Company’s
investments, based on the expectation that reference rates will
be evaluated and replaced timely for investments with a
variable rate component. On November 30, 2020, the LIBOR
administrator proposed extending the publication of the
overnight and the one-, three-, six- and 12-month USD LIBOR
settings through June 30, 2023, when many existing contracts
that reference LIBOR will have expired. Accordingly, it is difficult
to predict the full impact of the transition until new reference
rates and fallbacks are commercially accepted.
VPC has negotiated a significant number of proprietary capital
deployment agreements with its existing asset backed lending
partners each of which typically ensures the ability to deploy
capital on attractive terms for several years.
In addition, VPC is one of the largest investors in the specialty
lending sector and therefore enjoys timely information and
good access to emerging Portfolio Company opportunities. VPC
has a team of investment and operational professionals which
ensures that deployment opportunities with new and existing
Portfolio Companies can be executed rapidly while minimising
operational risk.
VPC’s pipeline of deployment opportunities remains strong
with both existing and new asset backed lending Portfolio
Companies.
MARKET RISK
Market risk is the risk of loss arising from movements in
observable market variables such as foreign exchange rates,
equity prices and interest rates. The Group is exposed to
market risk primarily through its Financial Instruments.
The Group is exposed to price risk arising from the
investments held by the Group for which prices in the future
are uncertain. The investments in funds are exposed to market
price risk. Refer to Note 3 in the Financial Statements for
further details on the sensitivity of the Group’s Level 3
investments to price risk.
Interest rate risk arises from the possibility that changes in
interest rates will affect future cash flows or the fair values of
financial instruments.
Currency risk is the risk that the value of net assets will
fluctuate due to changes in foreign exchange rates. Relevant
risk variables are generally movements in the exchange rates
of non-functional currencies in which the Group holds
financial assets and liabilities.
The Group is exposed to risks related to the reference rate
reform and replacement of benchmark interest rates such as
GBP LIBOR and other interbank offered rates. There remains
some uncertainty around the timing and precise nature of
these changes.
PORTFOLIO COMPANY RISK
T
he current market in which the Gr
oup participates is
competitive and rapidly changing. There is a risk that the
Group will not be able to deploy its capital, re-invest capital
and interest of the proceeds of any future capital raisings, in a
timely or efficient manner given the increased demand for
suitable investments.
The Group may face increasing competition for access to
investments as the alternative finance industry continues to
evolve. The Group may face competition from other
institutional lenders such as fund vehicles and commercial
banks that are substantially larger and have considerably
greater financial, technical and marketing resources than the
Group. Other institutional sources of capital may enter the
market in the UK, US and other geographies.
VPC SPECIALTY LENDING INVESTMENTS PLC
23
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
24 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
RISK MITIGATION
The Company provides debt capital to Portfolio Companies,
which typically must comply with various state and national
level regulations. This includes some operating under interim
permission and some now regulated from the FCA in the UK as
well as consumer lending and collections licenses in some
US states. This risk is limited via detailed upfront due diligence
of Portfolio Companies’ regulatory environments performed by
the Investment Manager on behalf of the Board.
The Company continues to review its ESG stance to ensure that
it promotes the values and commitment of the Company. All
decisions taken are made with due consideration to the
long-term sustainability and impact on stakeholders.
The Company has procedures to monitor the status of its
compliance with the relevant requirements to maintain its
Investment Trust status, including receiving and reviewing
information and reporting from the Company Secretary and
other service providers as appropriate.
The Investment Manager has performed an initial high-level
materiality assessment of climate risk across its investment
portfolio and is developing a comprehensive action plan for
both the Company and Group. No material impact on the
financial statements has been identified from the risks arising
from climate change through the work performed by the
Investment Manager from this initial assessment.
The Investment Manager is reviewing the core disclosure
elements of the TCFD reporting framework. As an investment
trust, the Company is not required to provide information in
compliance with TCFD.
The Investment Manager has a dedicated risk committee
comprised of senior leadership and key principals. This
committee works with each individual portfolio investment
team to develop a coordinated risk response across the entire
portfolio. The Investment Manager also increased the frequency
of portfolio company data collection and reporting.
Discussion on the Group’s risk management and internal controls is on page 120.
REGULATORY RISK
As an investment trust, the Company’s operations are subject
to wide ranging regulations. The financial services sector
continues to experience significant regulatory change at
national and international levels. Failure to act in accordance
with these regulations could cause fines, censure or other
losses including taxation or reputational loss.
The Association of Investment Companies (AIC) is becoming
increasingly focused on ensuring ESG measures are
implemented within investment companies.
In order to continue to qualify as an investment trust, the
Company must comply with the requirements of Section 1158
of the Corporation Tax Act 2010.
CLIMATE RISK
T
he world is facing unpr
ecedented challenges in the face of
climate change and growing inequality. The FSB Task Force on
Climate-related Financial Disclosures (TCFD) has developed
climate-related financial risk disclosures for companies to
provide information to investors, lenders, insurers, and other
stakeholders.
GEOPOLITICAL RISK
T
he Group is subjec
t to risks associated with unforeseen
geopolitical events, including war, terrorist attacks, natural
disasters, and ongoing pandemics, which could create
economic, financial, and business disruptions.
DIRECTORS’ DUTIES
Overview
The Directors’ overarching duty is to act in good faith and in a way that is most likely to promote the success of the Company
as set out in Section 172 of the Companies Act 2006. The Company also considers the principles and guidance of the AIC and
in doing so, directors take into consideration the interests of the various stakeholders of the Company. All decisions made by
the Directors are taken with a long-term view and with the intention of minimising the potential harmful impact on communities
and the environment. The Company seeks to maintain its reputation for high standards of business conduct and fair treatment
between the members of the Company.
Fulfilling this duty naturally supports the Company in achieving its Investment Objective and helps to ensure that all decisions
are made in a responsible and sustainable way. In accordance with the requirements of the Companies (Miscellaneous Reporting)
Regulations 2018, the Company explains how the Directors have discharged their duty under Section 172 below.
To ensure that the Directors are aware of, and understand, their duties they are provided with the pertinent information when
they first join the Board as well as receiving regular and ongoing updates and training on the relevant matters. They also have
continued access to the advice and services of the Company Secretary, and when deemed necessary, the Directors can seek
independent professional advice. The schedule of Matters Reserved for the Board, as well as the Terms of Reference of its
Committees are reviewed on an annual basis and further describe Directors’ responsibilities and obligations and include any
statutory and regulatory duties. The Audit and Valuation Committee has responsibility for the ongoing review of the Company’s
risk management systems and internal controls and, to the extent that they are applicable, risks related to the matters set out
in Section 172 are included in the Company’s risk register and are subject to periodic and regular reviews and monitoring. All
Terms of Reference are located on the Company website.
Decision-making
The importance of stakeholder considerations, particularly in the context of decision-making, is taken into account at every Board
meeting. All discussions involve careful considerations of the longer-term consequences of any decisions and their implications for
stakeholders.
Stakeholders
The Board seeks to understand the needs and priorities of the Company’s stakeholders and these are taken into account during
all its discussions and as part of its decision-making. During the period under review, the Board has continued to discuss and
monitor which parties should be considered as stakeholders of the Company. Following thorough review, it was concluded that,
as the Company is an externally managed investment company and does not have any employees or customers, its key
stakeholders continue to comprise its Shareholders, Investment Manager, portfolio companies and service providers. The section
below discusses why these stakeholders are considered of importance to the Company and the actions taken to ensure that their
interests are taken into account.
IMPORTANCE BOARD ENGAGEMENT
The Company has over 115 shareholders, including institutional
investors. The Board is committed to maintaining open
channels of communication and to engage with shareholders
in a manner which they find most meaningful, in order to gain
an understanding of the views of shareholders. These include:
Annual General Meeting – The Company welcomes
and encourages attendance and participation from
shareholders at the AGM, either in person when able to
or virtually. Shareholders have the opportunity to meet
the Directors and Investment Manager and to address
questions to them directly. Each year, the Investment
Manager attends the AGM and provides a presentation
on the Company’s performance and the future outlook.
The Company values any feedback and questions it may
receive from shareholders ahead of and during the AGM,
and will take action or make changes as and when
appropriate;
SHAREHOLDERS
Continued shareholder support and engagement are critical to
the existence of the business and the delivery of the
long-term strategy of the Company.
VPC SPECIALTY LENDING INVESTMENTS PLC
25
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
26 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
IMPORTANCE BOARD ENGAGEMENT
SHAREHOLDERS continued
Publications – The Annual Report and Half-Year results
are made available on the Company’s website and the
Annual Report is circulated to shareholders. These
reports provide shareholders with a clear understanding
of the Company’s portfolio and financial position. This
information is supplemented by a monthly factsheet and
quarterly reports which are available on the website and
the publication of which is announced via the stock
exchange. Feedback and/or questions the Company
receives from the shareholders help the Company evolve
its reporting, aiming to render the reports and updates
transparent and understandable;
Shareholder meetings – Unlike trading companies,
shareholder meetings often take the form of meeting
with the Investment Manager rather than members of
the Board. Shareholders are able to meet with the
Investment Manager throughout the year and the
Investment Manager provides information on the
Company. Feedback from all meetings between the
Investment Manager and shareholders is shared with the
Board. The Chair, the Chair of the Audit and Valuation
Committee and other members of the Board are
available to meet with shareholders to understand their
views on governance and the Company’s performance
where they wish to do so. With assistance from the
Investment Manager, the Chair seeks meetings with
shareholders who might wish to meet with him;
Shareholder concerns – In the event shareholders wish
to raise issues or concerns with the Directors, they are
welcome to do so at any time by writing to the Chair at
the registered office. Other members of the Board are
also available to shareholders if they have concerns that
have not been addressed through the normal channels;
and
Investor Relations updates – At every Board meeting,
the Directors receive updates from the Company’s
brokers on the share trading activity, share price
performance and any shareholders’ feedback, as well as
an update from the Investment Manager on any
publications. To gain a deeper understanding of the
views of its shareholders and potential investors, the
Investment Manager also meets regularly with
shareholders. Any pertinent feedback is taken into
account when Directors discuss the share capital, any
possible fundraisings or the dividend policy and
actioned as and when appropriate. The willingness of
the shareholders, including the partners and staff of the
Investment Manager, to maintain their holdings over the
long-term period is another way for the Board to gauge
how the Company is meeting its objectives and
suggests a presence of a healthy corporate culture.
VPC SPECIALTY LENDING INVESTMENTS PLC
27
IMPORTANCE BOARD ENGAGEMENT
Maintaining a close and constructive working relationship with
the Investment Manager is crucial as the Board and the
Investment Manager both aim to continue to achieve
consistent, long-term returns in line with its investment
objective. Important components in the collaboration with the
Investment Manager, representative of the Company’s culture
are:
Encouraging open discussion with the Investment
Manager, to ensure continuous feedback and innovative
thinking;
Recognising that the interests of shareholders and the
Investment Manager are for the most part well aligned,
adopting a tone of constructive challenge, balanced
with robust negotiation of the Investment Manager’s
terms of engagement if those interests should not be
fully united;
Encouraging the Investment Manager to meet with
stakeholders to ensure that salient matters are
thoroughly discussed and, overall, ensure adequate
communication channels; and
Willingness to make the Board Members’ experience
available to support the Investment Manager in the
sound long-term development of its business and
resources, recognising that the long-term health of the
Investment Manager is in the interests of shareholders in
the Company.
The relationship with the Investment Manager is fundamental to
ensuring the Company meets its purpose. Day to day
engagement with Portfolio Companies is undertaken by the
Investment Manager. Details of how the Investment Manager
carries out portfolio management, as well as information of the
differentiated investment proposition and the proprietary
sourcing and structuring of investments can be found in the
Strategic Report on pages 10 to 12. The Board receives updates
at each scheduled Board meeting from the Investment Manager
on specific investments including regular valuation reports and
detailed portfolio and returns analyses. The Investment
Manager’s engagement with Portfolio Companies incorporates
recurring due diligence reviews and on-site visits to supplement
regular reporting and management discussion cycles.
OTHER STAKEHOLDERS
The Investment Manager
Holding the Company’s shares offers investors a liquid
investment vehicle through which they can obtain exposure to
VPC’s diversified portfolio of investment opportunities in the
specialty lending market. The Investment Manager’s
performance is critical for the Company to successfully deliver
its investment strategy and meet its objective to provide
shareholders with consistent long-term returns.
Portfolio Companies
T
he Compan
y invests directly and/or indirectly into available
opportunities, including investments in funds managed by the
Investment Manager. Capital is allocated across different
Portfolio Companies to meet the Company’s investment
objectives within the pre-defined portfolio limits and with a
focus on portfolio level diversification.
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
28 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
IMPORTANCE BOARD ENGAGEMENT
The Board maintains regular contact with its key external
providers and receives regular reporting from them, both
through the Board and Committee meetings, as well as outside
of the regular meeting cycle. Their advice, as well as their needs
and views are routinely taken into account. The Board, through
the Management Engagement Committee, formally assesses
their performance, fees and continuing appointment annually to
ensure that the key service providers continue to function at an
acceptable level and are appropriately remunerated to deliver
the expected level of service. The Audit and Valuation
Committee reviews and evaluates the financial reporting control
environments in place for each service provider.
The Board recognises that the views, questions from, and
recommendations of many proxy adviser agencies provide a
valuable feedback mechanism and play a part in highlighting
evolving shareholders’ expectations and concerns. When
deemed relevant, the Company will engage with proxy advisers
regarding resolutions that will be proposed to the Company’s
shareholders at AGMs and, based on feedback received,
incorporate appropriate changes to future Annual Reports and
Financial Statements to enhance disclosures.
The Company regularly considers how it meets various
regulatory and statutory obligations and follows voluntary and
best-practice guidance, and how any governance decisions it
makes can have an impact on its stakeholders, both in the
shorter and in the longer-term.
The above mechanisms for engaging with stakeholders are kept under review by the Directors and are discussed on a regular
basis at Board meetings to ensure that they remain effective.
CULTURE
The Directors agree that establishing and maintaining a healthy corporate culture among the Board and in its interaction with
the Investment Manager, shareholders and other stakeholders will support the delivery on its purpose, values, and strategy. The
Board is encouraged to lead by example and exemplify the Company’s culture of openness, debate and integrity through
ongoing dialogue and engagement with its service providers, principally the Investment Manager.
The Board strives to ensure that its culture is in line with the Company’s purpose, values, and strategy. The Company has several
policies and procedures in place to assist with maintaining a culture of good governance including those relating to diversity,
Directors’ conflicts of interest and Directors’ dealings in the Company’s shares. The Board assesses and monitors compliance with
these policies as well as the general culture of the Board through Board meetings and during the annual evaluation process
which is undertaken by each Director (for more information see the performance evaluation section on page 112).
The Board seeks to appoint the best possible service providers and evaluates their remit, performance, and cost effectiveness on
a regular basis as described on page 111. The Board considers the culture of the Investment Manager and other service
providers, including their policies, practices, and behaviour, through regular reporting from these stakeholders and during the
annual review of the performance and continuing appointment of all service providers to ensure there is an alignment in the
long-term objectives. The Investment Manager and other service providers appointment are reviewed annually to ensure these
objectives are met.
The Administrator, the Company Secretary, the
Registrar, the Custodians and the Brokers
In order to function as an investment trust with a premium
listing on the London Stock Exchange, the Company relies on
a diverse range of reputable advisors for support in meeting
all relevant obligations.
Institutional investors and proxy advisors
T
he evolving prac
tice and support (or lack thereof) of proxy
adviser agencies are important to the Directors, as the
Company aims to build a good reputation and maintain high
standards of corporate governance, which contribute to the
long-term sustainable success of the Company.
Regulators
T
he C
ompan
y can only operate with the approval of its
regulators who have a legitimate interest in how the Company
operates in the market and treats its shareholders.
VPC SPECIALTY LENDING INVESTMENTS PLC
29
EMPLOYEES, HUMAN RIGHTS, SOCIAL AND COMMUNITY ISSUES
The Board recognises the requirement under the Companies Act 2006 to detail information about human rights, employees, and
community issues, including information about any policies it has in relation to these matters and the effectiveness of these
policies. These requirements do not apply to the Company as it has no employees, all the Directors are non-executive, and it has
outsourced all its functions to third party service providers. The Company has therefore not reported further in respect of these
provisions but does expect its service providers and portfolio companies to respect these requirements.
BOARD DIVERSITY
As at 31 December 2022, the Board of Directors of the Company comprised of four male Directors and one female Director. As
at the date of this report the Board composition remains unchanged. The Board acknowledges the benefits of diversity, including
gender diversity, and remains committed to ensuring that the Company’s Directors bring a wide range of skills, knowledge,
experience, backgrounds and perspectives. Further details of the Company’s diversity policy are set out on page 115.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) ISSUES
The Company has no employees, property or activities other than investments, so its direct environmental impact is minimal. In
carrying out its activities, and in its relationships, the Company aims to conduct itself responsibly, ethically and fairly. Directors
are mindful of their own carbon footprints if they are required to travel on Company business.
The Board is comprised entirely of non-executive Directors and the day-to-day management of the Company’s business is
delegated to the Investment Manager. The Investment Manager aims to be a responsible investor and believes it is important to
invest in companies that act responsibly in respect of environmental, ethical and social issues.
The Company has no internal operations and therefore no greenhouse gas emissions to report, nor does it have responsibility
for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations
2013, including those within its underlying investment portfolio. However, the AIC is encouraging all member companies to
demonstrate how they are factoring ESG issues into their business practices. The company continues to monitor the guidance
published by the AIC and works towards the drafting of its ESG policy. The business remains conscious of its business decisions
and the Board, supported by its service providers and Investment Manager consider the long-term impact of all decisions and
challenge appropriately.
STREAMLINED ENERGY AND CARBON REPORTING (SECR)
The Company has no employees or property, and it does not combust any fuel or operate any facility thus is taking the
exemption. It does not, therefore, have any greenhouse gas emissions to report from its operations, nor does it have
responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013, including those within its underlying investment portfolio. Additionally, there are no annual emissions from
the purchase of electricity, heat, steam or cooling by the Company for its own use.
APPROVAL
This Strategic Report has been approved by the Board of Directors and signed on its behalf by:
Graeme Proudfoot
Chair
27 April 2023
INDEPENDENT
AUDITORS’ REPORT
VPC SPECIALTY LENDING INVESTMENTS PLC
31
INDEPENDENT AUDITORS’ REPORT
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF VPC
SPECIALTY LENDING INVESTMENTS PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
In our opinion, VPC Specialty Lending Investments PLC’s group financial statements and company financial statements (the
“financial statements”):
give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2022 and of the
group’s loss and the group’s and company’s cash flows for the year then ended;
have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance
with the provisions of the Companies Act 2006; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Parent
Company Statements of Financial Position as at 31 December 2022; the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Statements of Cash Flows, and the Consolidated and Parent Company Statements of Changes
in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant
accounting policies.
Our opinion is consistent with our reporting to the Audit and Valuation Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not
provided.
We have provided no non-audit services to the company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
The scope of our audit and the nature, timing and extent of audit procedures performed were determined based on our risk
assessment, taking into account changes from the prior year, the financial significance of subsidiaries and other qualitative factors.
We executed the planned approach and concluded based on the results of our testing, ensuring that sufficient audit evidence had
been obtained to support our opinion.
Key audit matters
Valuation of investment assets designated as held at fair value through profit or loss (group and company).
Valuation of loans at amortised cost (group).
Materiality
Overall group materiality: £2,700,000 (2021: £3,100,000) based on 1% of Net Asset Value.
Overall company materiality: £2,700,000 (2021: £3,100,000) based on 1% of Net Asset Value.
Performance materiality: £2,000,000 (2021: £2,300,000) (group) and £2,000,000 (2021: £2,300,000) (company).
VPC SPECIALTY LENDING INVESTMENTS PLC
32 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
INDEPENDENT AUDITORS’ REPORT
continued
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or
not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
We understood and evaluated the design of controls over
estimating the fair value of level 2 and level 3 investments.
We understood and evaluated the valuation methodology
applied, by reference to accounting standards and industry
practice, and tested the techniques used to determine the fair
value of investment assets designated as held at fair value
through profit or loss.
With respect to investment in funds, we performed the following
substantive testing:
We agreed the NAV used to calculate the fair value to
audited financial statements and inspected those financial
statements to assess whether the use of NAV as a basis for
fair value was appropriate; and
We obtained the fund partnership agreements and
recalculated the Group’s interest in the funds’ fair value.
With respect to the level 2 and level 3 equity securities, with the
assistance of our valuation experts, we performed the following:
On a sample basis, we corroborated the accuracy and
reasonableness of inputs and assumptions used in
valuations, including comparison to recent transaction
prices, underlying investment company financial information
and other market performance information.
For certain investments, we determined a reasonable range
for individual assumptions to arrive at a range of acceptable
valuations and we compared the group’s valuations to our
independently derived valuation range.
We further considered whether the judgements made in selecting
the significant assumptions would give rise to indicators of
possible bias.
We evaluated and tested the disclosures over investments made
in the financial statements.
We found that the fair value of investments designated as held at
fair value through profit or loss were consistent with the group’s
accounting policies and supported by the audit evidence we
obtained.
Valuation of investment assets designated as held
at fair value through profit or loss (group and
company)
Refer to the Audit and Valuation Committee Report
‘Significant issues considered by the Audit and Valuation
Committee’; Note 2 Significant Accounting Policies
‘Financial assets and financial liabilities’ and ‘Critical
accounting estimates – valuation of unquoted
investments’; and Note 3 ‘Fair value measurement’.
Investment assets held at fair value by the Group include
investments that are not traded on active markets and for
which valuation requires the use of inputs which are not
readily observable in the market. These are classified as
level 2 or level 3 under the IFRS 13 fair value hierarchy and
comprise investments in funds of £22.5 million (company
£22.5 million) and equity securities of £104.3 million
(company: nil).
Fair value of the investments in funds is estimated using
commonly accepted valuation methodologies, which are
set out in the International Private Equity and Venture
Capital Valuation Guidelines. The fair value of fund
investments held at 31 December 2022 are based on the
net asset value (“NAV”) disclosed in the fund audited
financial statements.
Fair value of equity securities classified as level 2 and 3 is
determined using a variety of techniques including
earnings multiples, discounted cash flow analysis and
comparison to recent transactions.
Determining unobservable inputs in fair value
measurement of level 2 and level 3 investments involves
judgement and is subject to a high degree of estimation
uncertainty such that changes to estimates, assumptions
and/or the judgements made can result, either on an
individual investment or in aggregate, in a material change
to the valuation.
VPC SPECIALTY LENDING INVESTMENTS PLC
33
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
We understood and evaluated the design of controls over the
estimation of ECLs over loans at amortised cost.
We understood and evaluated the ECL methodology applied, by
reference to accounting standards and industry practice, and
tested the techniques used in estimating the ECL. We performed
substantive testing over the following, with the assistance of our
credit specialists:
We tested the compliance of the ECL methodologies applied
by the group with the requirements of IFRS 9, taking into
account our understanding of the portfolio.
We assessed the appropriateness of the significant
assumptions and methodologies used for models on a
sample basis, including the selection of macroeconomic
scenarios, and the severity of the downside macroeconomic
scenarios. Our analysis included assessing the ‘breakeven’
cumulative loss rates, comparison of the scenarios used to
actual experience and the impact of applying alternative
independent data and assumptions, where relevant.
On a sample basis, we tested the appropriateness of forecast
cumulative loss rates relative to historical experience.
On a sample basis, we tested the integrity of the data used
in the models to supporting documentation and tested the
accuracy of the ECL calculations applied in the models by
independently replicating the calculations in the models.
We further considered whether the judgements made in selecting
the significant assumptions would give rise to indicators of
possible bias.
We evaluated and tested the disclosures over loans at amortised
cost less ECL made in the financial statements.
We found that the calculations and assumptions used to estimate
the ECL on loans at amortised cost were supported by the audit
evidence we obtained.
Valuation of loans at amortised cost (group)
Refer to the Audit and Valuation Committee Report
‘Significant issues considered by the Audit and Valuation
Committee’; Note 2 Significant Accounting Policies
‘Financial assets and financial liabilities' and ‘Critical
accounting estimates - measurement of the expected credit
loss allowance’; and Note 9 ‘Impairment of financial assets
at amortised cost’.
Loans reported at amortised cost amounted to
£220.2 million for the group as at 31 December 2022
(company: nil). The amount is net of the expected credit
loss (“ECL”) allowance of £16.4 million. The determination of
ECL is subject to a high degree of estimation uncertainty
such that changes to key inputs to the estimates made can
result, either on an individual loan or in aggregate, in a
material change to the valuation.
In the context of the current economic outlook,
considerable uncertainty remains around the measurement
of ECL, including, the impact of recent increases in interest
rates and inflation. The significant inputs and assumptions
that we focused on in our audit included those with
greater levels of judgement and for which variations had
the most significant impact on ECL. These were the
following :
The application of portfolio company cumulative loss
rates to portfolio exposures; and
The application of forward looking economic
assumptions used in the models, including the
assumptions and judgements relating to a global
downside scenario based on 2008 financial crisis data;
and
The probability of default applied to portfolio
exposures.
VPC SPECIALTY LENDING INVESTMENTS PLC
34 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
INDEPENDENT AUDITORS’ REPORT
continued
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls,
and the industry in which they operate.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. We performed a risk assessment, giving consideration to relevant external and internal factors, including climate
change, economic risks and the Group’s strategy. We also considered our knowledge and experience obtained in the prior year
audits. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. In
establishing the overall approach to the audit, we scoped using the balances included in the financial statements consolidation
pack. We determined the type of work that needed to be performed over the company and subsidiaries (the ‘components’) by
us or auditors from PricewaterhouseCoopers LLP Chicago, USA (‘PwC US’) operating under our instruction. Our interactions with
the PwC US auditors included regular communication throughout the audit, including the issuance of instructions, a review of
working papers and formal clearance meetings.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the
group’s and company’s financial statements, and we remained alert when performing our audit procedures for any indicators of
the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the group’s and
company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.
The range of materiality allocated across components was between £2,550,000 and £2,700,000.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2021: 75%) of overall materiality, amounting to £2,000,000
(2021: £2,300,000) for the group financial statements and £2,000,000 (2021: £2,300,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit and Valuation Committee that we would report to them misstatements identified during our audit
above £270,000 (group audit) (2021: £155,000) and £270,000 (company audit) (2021: £155,000) as well as misstatements below
those amounts that, in our view, warranted reporting for qualitative reasons.
Financial statements – group Financial statements – company
Overall materiality £2,700,000 (2021: £3,100,000). £2,700,000 (2021: £3,100,000).
How we determined it
1% of Net Asset Value
Rationale for benchmark applied
1% of Net Asset Value
We have applied this benchmark, a
generally accepted auditing practice for
Investment Trust audits, in the absence
of indicators that an alternative
benchmark would be appropriate and
because we believe this provides an
appropriate basis for our audit.
We have applied this benchmark, a generally
accepted auditing practice for Investment Trust
audits, in the absence of indicators that an
alternative benchmark would be appropriate
and because we believe this provides an
appropriate basis for our audit.
VPC SPECIALTY LENDING INVESTMENTS PLC
35
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern
basis of accounting included:
Performing a risk assessment to identify factors that could impact the going concern basis of accounting.
Obtaining and evaluating management’s going concern assessment.
Reviewing the basis on which the directors have made their assessment of the group and company’s ability to continue
as a going concern taking into consideration both the impact of the vote to enter into a managed wind down of the
company being passed at the next general meeting and the impact of the alternative scenario of the vote not being
passed.
Understanding and evaluating the group’s financial forecasts and stress testing of those forecasts, including the severity
of the stress scenarios that were used and consideration of the outcome of the managed wind down vote.
Validation of year end financial resources such as cash and interest rate borrowings.
Obtaining and evaluating debt compliance certificates and covenants testing.
Evaluating the adequacy of the disclosures made in the financial statements in relation to going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group’s and the company’s ability to continue as a going concern
for a period of at least 12 months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and
the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does
not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly
stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based
on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the
UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
VPC SPECIALTY LENDING INVESTMENTS PLC
36 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
INDEPENDENT AUDITORS’ REPORT
continued
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Directors’ Report for the year ended 31 December 2022 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the Strategic report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part
of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as
other information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to in relation to:
The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed or mitigated;
The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and
company’s ability to continue to do so over a period of at least 12 months from the date of approval of the financial
statements;
The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment
covers and why the period is appropriate; and
The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in
scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement;
checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering
whether the statement is consistent with the financial statements and our knowledge and understanding of the group and
company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the
audit:
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the group’s and company’s position, performance, business
model and strategy;
The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
The section of the Annual Report describing the work of the Audit and Valuation Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
VPC SPECIALTY LENDING INVESTMENTS PLC
37
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied
that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ 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, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to UK Listing Rules, and we considered the extent to which non-compliance might have a material effect on
the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements
such as the Companies Act 2006 and UK tax legislation including the Company’s qualification as an investment trust under the
Corporation Tax Act 2010. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to posting
inappropriate journal entries to increase income and bias in accounting estimates. Audit procedures performed by the
engagement team included:
Discussions with the Investment Manager and the Audit and Valuation Committee, including consideration of known or
suspected instances of non-compliance with laws and regulation and fraud;
Reviewing Board meeting and other relevant committee minutes to identify any significant or unusual transactions or other
matters that could require further investigation;
Assessment of the Company’s compliance with the requirements of Section 1158 of the Corporation Tax Act 2010;
Challenging assumptions and judgements made by the Directors in their significant accounting estimates and judgements,
in particular in relation to the valuation of investments reported at fair value through profit or loss and valuation of loans
reported at amortised cost; and
Identifying and testing journal entries meeting specific fraud criteria, including those posted with certain descriptions,
posted to certain account combinations, backdated journals or posted by unexpected users.
Obtaining confirmations from third parties to confirm the existence of a sample of balances; and
Incorporating unpredictability in the selection of the nature, timing and extent of audit procedures performed.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
VPC SPECIALTY LENDING INVESTMENTS PLC
38 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
INDEPENDENT AUDITORS’ REPORT
continued
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been
received from branches not visited by us; or
certain disclosures of directors’ remuneration specified by law are not made; or
the company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit and Valuation Committee, we were appointed by the members on 24 July 2015 to
audit the financial statements for the period commencing 12 January 2015 and ended 31 December 2015 and subsequent
financial periods. The period of total uninterrupted engagement is eight years, covering the periods ended 31 December 2015
to 31 December 2022.
OTHER MATTER
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial
statements will form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the Financial
Conduct Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report provides no
assurance over whether the annual financial report will be prepared using the single electronic format specified in the ESEF RTS.
Claire Sandford (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
27 April 2023
FINANCIAL
STATEMENTS
40 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
40
See Notes to the consolidated financial statements set out on pages 52 to 99.
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
31 DECEMBER 31 DECEMBER
2022 2021
NOTES £ £
Assets
Cash and cash equivalents 7 15,538,602 6,300,572
Cash posted as collateral 7 2,222,734 4,133,588
Derivative financial assets 3,4 1,081,849 2,069,698
Interest receivable 5,848,979 4,708,481
Dividend and distribution receivable 4,735 3,996
Other assets and prepaid expenses 2,190,718 2,877,815
Loans at amortised cost 3,9 220,225,329 279,339,002
Investment assets designated as held at fair value through profit or loss 3 130,870,709 141,797,222
Total assets 377,983,655 441,230,374
Liabilities
Management fee payable 10 97,785 155,399
Performance fee payable 10 – 12,913,280
Derivative financial liabilities 3,4 3,283,142 1,508,675
Deferred income 41,201 174,603
Other liabilities and accrued expenses 1,815,268 1,550,415
Due to broker 4,848,569 –
Notes payable 8 94,669,284 107,267,260
Total liabilities 104,755,249 123,569,632
Total assets less total liabilities 273,228,406 317,660,742
Company number: 9385218
41
VPC SPECIALTY LENDING INVESTMENTS PLC
41
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
31 DECEMBER 31 DECEMBER
2022 2021
NOTES £ £
Capital and reserves
Called–up share capital 20,300,000 20,300,000
Share premium account 161,040,000 161,040,000
Other distributable reserve 14 112,779,146 112,779,146
Capital reserve (48,473,649) 1,667,026
Revenue reserve 26,369,664 20,615,367
Currency translation reserve 1,213,245 1,213,245
Total equity attributable to shareholders of the Parent Company 273,228,406 317,614,784
Non-controlling interests 18 – 45,958
Total equity 273,228,406 317,660,742
Net Asset Value per Ordinary Share 12 98.19p 114.14p
The financial statements on pages 40 to 99 were approved by the Board of Directors on 27 April 2023 and signed on its behalf
by:
Graeme Proudfoot
Chair
27 April 2023
See Notes to the consolidated financial statements set out on pages 52 to 99.
42 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
VPC SPECIALTY LENDING INVESTMENTS PLC
42
See Notes to the consolidated financial statements set out on pages 52 to 99.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
REVENUE CAPITAL TOTAL
NOTES£££
Revenue
Net gain (loss) on investments 5 – (42,614,991) (42,614,991)
Foreign exchange gain (loss) – (1,552,676) (1,552,676)
Interest income 5 33,917,279 – 33,917,279
Other income 5 7,418,009 – 7,418,009
Total return 41,335,288 (44,167,667) (2,832,379)
Expenses
Management fee 10 3,840,270 – 3,840,270
Performance fee 10–––
Credit impairment losses 9 – 5,956,807 5,956,807
Other expenses 10 2,432,132 – 2,432,132
Total operating expenses 6,272,402 5,956,807 12,229,209
Finance costs 7,046,478 – 7,046,478
Net return on ordinary activities before taxation 28,016,408 (50,124,474) (22,108,066)
Taxation on ordinary activities 11–––
Net return on ordinary activities after taxation 28,016,408 (50,124,474) (22,108,066)
Attributable to:
Equity shareholders 28,016,408 (50,140,675) (22,124,267)
Non–controlling interests 18 – 16,201 16,201
Return per Ordinary Share (basic and diluted) 13 10.07 (18.02) (7.95)
Other comprehensive income
Currency translation differences – – –
Total comprehensive income 28,016,408 (50,124,474) (22,108,066)
Attributable to:
Equity shareholders 28,016,408 (50,140,675) (22,124,267)
Non–controlling interests 18 – 16,201 16,201
The total column of this statement represents the Group’s statement of comprehensive income, prepared in accordance with
UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards. The supplementary revenue and capital columns are both prepared under guidance
published by the Association of Investment Companies (“AIC”). All items in the above Statement derive from continuing
operations. Amounts in Other comprehensive income may be reclassified to profit or loss in future periods.
43
VPC SPECIALTY LENDING INVESTMENTS PLC
43
See Notes to the consolidated financial statements set out on pages 52 to 99.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
REVENUE CAPITAL TOTAL
NOTES£££
Revenue
Net gain (loss) on investments 5 – 67,114,995 67,114,995
Foreign exchange gain (loss) – (2,049,374) (2,049,374)
Interest income 5 33,158,150 – 33,158,150
Other income 5 4,419,620 – 4,419,620
Total return 37,577,770 65,065,621 102,643,391
Expenses
Management fee 10 3,802,097 – 3,802,097
Performance fee 10 3,733,910 9,179,370 12,913,280
Credit impairment losses 9 – 3,636,142 3,636,142
Other expenses 10 3,212,166 159,909 3,372,075
Total operating expenses 10,748,173 12,975,421 23,723,594
Finance costs 5,706,429 – 5,706,429
Net return on ordinary activities before taxation 21,123,168 52,090,200 73,213,368
Taxation on ordinary activities 11–––
Net return on ordinary activities after taxation 21,123,168 52,090,200 73,213,368
Attributable to:
Equity shareholders 21,123,168 52,060,604 73,183,772
Non-controlling interests 18 – 29,596 29,596
Return per Ordinary Share (basic and diluted) 13 7.55 18.62 26.17
Other comprehensive income
Currency translation differences – (11,496) (11,496)
Total comprehensive income 21,123,168 52,078,704 73,201,872
Attributable to:
Equity shareholders 21,123,168 52,052,083 73,175,251
Non-controlling interests 18 – 26,621 26,621
The total column of this statement represents the Group’s statement of comprehensive income, prepared in accordance with
UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards. The supplementary revenue and capital columns are both prepared under guidance
published by the Association of Investment Companies (“AIC”). All items in the above Statement derive from continuing
operations. Amounts in Other comprehensive income may be reclassified to profit or loss in future periods.
44 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
VPC SPECIALTY LENDING INVESTMENTS PLC
44
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
TOTAL
CALLED UP SHARE OTHER CURRENCY SHARE- NON-
SHARE PREMIUM DISTRIBUTABLE CAPITAL REVENUE TRANSLATION HOLDERS’ CONTROLLING TOTAL
CAPITAL ACCOUNT RESERVE RESERVE RESERVE RESERVE EQUITY INTERESTS EQUITY
£££££££££
Opening balance at
1 January 2022 20,300,000 161,040,000 112,779,146 1,667,026 20,615,367 1,213,245 317,614,784 45,958 317,660,742
Amounts paid on buyback of
Ordinary Shares –––––––––
Contributions by non–controlling
interests –––––––––
Distributions to non–controlling
interests ––––––– (62,159) (62,159)
Return on ordinary activities
after taxation – – – (50,140,675) 28,016,408 – (22,124,267) 16,201 (22,108,066)
Dividends declared and paid –––– (22,262,111) – (22,262,111) – (22,262,11)
Other comprehensive income
Currency translation differences –––––––––
Closing balance at
31 December 2022 20,300,000 161,040,000 112,779,146 (48,473,649) 26,369,664 1,213,245 273,228,406 – 273,228,406
The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies (“AIC”).
See Notes to the consolidated financial statements set out on pages 52 to 99.
45
VPC SPECIALTY LENDING INVESTMENTS PLC
45
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
TOTAL
CALLED UP SHARE OTHER CURRENCY SHARE- NON-
SHARE PREMIUM DISTRIBUTABLE CAPITAL REVENUE TRANSLATION HOLDERS’ CONTROLLING TOTAL
CAPITAL ACCOUNT RESERVE RESERVE RESERVE RESERVE EQUITY INTERESTS EQUITY
£££££££££
Opening balance at
1 January 2021 20,300,000 161,040,000 116,520,960 (50,393,578) 21,847,960 1,221,766 270,537,108 19,337 270,556,445
Amounts paid on buyback of
Ordinary Shares – – (3,741,814)––– (3,741,814) – (3,741,814)
Contributions by non-controlling
interests –––––––––
Distributions to non-controlling
interests –––––––––
Return on ordinary activities
after taxation – – – 52,060,604 21,123,168 – 73,183,772 29,596 73,213,368
Dividends declared and paid –––– (22,355,761) – (22,355,761) – (22,355,761)
Other comprehensive income
Currency translation differences ––––– (8,521) (8,521) (2,975) (11,496)
Closing balance at
31 December 2021 20,300,000 161,040,000 112,779,146 1,667,026 20,615,367 1,213,245 317,614,784 45,958 317,660,742
The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies (“AIC”).
See Notes to the consolidated financial statements set out on pages 52 to 99.
46 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
VPC SPECIALTY LENDING INVESTMENTS PLC
46
See Notes to the consolidated financial statements set out on pages 52 to 99.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
RESTATED
31 DECEMBER 31 DECEMBER
2022 2021
NOTES £ £
Cash flows from operating activities:
Total comprehensive income (22,108,066) 73,201,872
Adjustments for:
– Interest income (33,917,279) (33,158,150)
– Dividend and distribution income 5 (7,418,009) (4,419,620)
– Finance costs 7,046,478 5,706,429
– Exchange (gains) losses 1,552,676 2,049,374
Total (54,844,200) 43,379,905
Loss (gain) on investment assets designated as held at fair value
through profit or loss 20,298,529 (67,354,436)
Gain on derivative financial instruments (35,736,991) (6,131,547)
Increase in other assets and prepaid expenses 687,097 (1,988,667)
(Decrease) increase in performance fee payable (12,913,280) 63,158
(Decrease) increase in management fee payable (57,614) 8,873,195
Decrease in deferred income (133,402) (78,800)
Increase in due to broker 4,848,569 –
(Decrease) increase in accrued expenses and other liabilities 58,599 250,148
Interest received 32,776,781 32,062,716
Purchase of loans (33,762,745) (129,180,445)
Redemption or sale of loans 123,524,905 145,742,133
Impairment of loans 5,956,807 3,636,142
Net cash inflow from operating activities 50,703,055 29,273,502
Cash flows from investing activities:
Investment income received 7,417,270 4,419,436
Purchase of investment assets designated as held at
fair value through profit or loss (30,034,376) (51,430,977)
Sale of investment assets designated as held at
fair value through profit or loss 20,662,359 30,929,189
Increase (decrease) of cash posted as collateral 1,910,854 (2,993,588)
Net cash outflow from investing activities (43,893) (19,075,940)
47
VPC SPECIALTY LENDING INVESTMENTS PLC
Company Number: 9385218
47
See Notes to the consolidated financial statements set out on pages 52 to 99.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
RESTATED
31 DECEMBER 31 DECEMBER
2022 2021
NOTES £ £
Cash flows from financing activities:
Dividends distributed (22,262,111) (22,355,761)
Treasury shares repurchased – (3,741,814)
Distributions to non–controlling interests (62,159) –
Proceeds from note payable 11,874,530 179,944,080
Repayment of note payable (37,295,732) (158,764,003)
Finance costs paid (6,840,222) (5,739,082)
Net cash outflow from financing activities (54,585,694) (10,656,580)
Net change in cash and cash equivalents (3,926,531) (459,018)
Exchange gains on cash and cash equivalents 13,164,561 343,562
Cash and cash equivalents at the beginning of year 6,300,572 6,416,028
Cash and cash equivalents at the end of the period 7 15,538,602 6,300,572
48 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
VPC SPECIALTY LENDING INVESTMENTS PLC
48
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
31 DECEMBER 31 DECEMBER
2022 2021
NOTES £ £
Assets
Cash and cash equivalents 7 14,640,647 4,301,574
Cash posted as collateral 7 2,222,734 4,133,588
Derivative financial assets 3,4 1,081,849 2,069,698
Interest receivable 5,848,979 4,298,886
Other current assets and prepaid expenses 3,015,560 2,881,811
Investments in subsidiaries 17 233,951,844 303,174,979
Investment assets designated as held at fair value through profit or loss 3 22,474,910 12,531,090
Total assets 283,236,523 333,391,626
Liabilities
Management fee payable 10 97,785 155,399
Due to broker 4,848,569 –
Derivative financial liabilities 3,4 3,283,142 1,508,675
Deferred income 41,201 174,603
Performance fee payable 10 – 12,913,280
Other liabilities and accrued expenses 1,737,420 1,024,885
Total liabilities 10,008,117 15,776,842
Total assets less total liabilities 273,228,406 317,614,784
Equity attributable to Shareholders of the Company
Called–up share capital 14 20,300,000 20,300,000
Share premium account 14 161,040,000 161,040,000
Other distributable reserve 14 112,779,146 112,779,146
Capital reserve (47,260,404) 2,880,271
Revenue reserve 26,369,664 20,615,367
Total equity 273,228,406 317,614,784
Net return on ordinary activities after taxation (22,124,267) 73,175,251
The financial statements on pages 48 to 99 were approved by the Board of Directors on 27 April 2023 and signed on its behalf
by:
Graeme Proudfoot
Chair
27 April 2023
Company number: 9385218
See Notes to the financial statements set out on pages 52 to 99.
49
VPC SPECIALTY LENDING INVESTMENTS PLC
49
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
CALLED-UP SHARE OTHER
SHARE PREMIUM DISTRIBUTABLE CAPITAL REVENUE
CAPITAL ACCOUNT RESERVE RESERVE RESERVE TOTAL
££££££
Opening balance at 1 January 2022 20,300,000 161,040,000 112,779,146 2,880,271 20,615,367 317,614,784
Amounts paid on repurchase of Ordinary Shares ––––––
Return on ordinary activities after taxation – – – (50,140,675) 28,016,408 (22,124,267)
Dividends declared and paid ––––(22,262,111) (22,262,111)
Closing balance at 31 December 2022 20,300,000 161,040,000 112,779,146 (47,260,404) 26,369,664 273,228,406
See Notes to the financial statements set out on pages 52 to 99.
50 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
50
FINANCIAL STATEMENTS continued
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
CALLED-UP SHARE OTHER
SHARE PREMIUM DISTRIBUTABLE CAPITAL REVENUE
CAPITAL ACCOUNT RESERVE RESERVE RESERVE TOTAL
££££££
Opening balance at 1 January 2021 20,300,000 161,040,000 116,520,960 (49,171,812) 21,847,960 270,537,108
Amounts paid on repurchase of Ordinary Shares – – (3,741,814) – – (3,741,814)
Return on ordinary activities after taxation – – – 52,052,083 21,123,168 73,175,251
Dividends declared and paid –––– (22,355,761) (22,355,761)
Closing balance at 31 December 2021 20,300,000 161,040,000 112,779,146 2,880,271 20,615,367 317,614,784
See Notes to the financial statements set out on pages 52 to 99.
51
VPC SPECIALTY LENDING INVESTMENTS PLC
51
PARENT COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
31 DECEMBER 31 DECEMBER
2022 2021
NOTES £ £
Cash flows from operating activities:
Net return on ordinary activities after taxation (22,124,267) 73,175,251
Adjustments for:
– Interest income (34,288,810) (31,871,341)
– Exchange (gains) losses 1,552,676 2,049,374
Total (54,860,401) 43,353,284
Unrealised loss (gain) on investment assets designated as held at fair
value through profit or loss (6,815,010) (7,141,907)
Unrealised loss (gain) on investments in subsidiaries 47,763,004 (52,213,993)
Gain on derivative financial instruments (35,736,991) (6,131,547)
Increase in other assets and prepaid expenses (133,010) (1,992,663)
(Decrease) increase in management fee payable (57,614) 63,158
Increase in due to broker 4,848,569 –
Decrease in deferred income (133,402) (78,800)
(Decrease) increase in performance fee payable (12,913,280) 8,873,195
Increase in accrued expenses and other liabilities 96,684 233,894
Net cash outflow from operating activities (57,941,451) (15,035,379)
Cash flows from investing activities:
Interest received 33,353,829 30,746,141
Purchase of investment assets designated as held at fair
value through profit or loss (3,556,974) (19,086,855)
Sale of investment assets designated as held at fair
value through profit or loss 428,164 16,220,038
Purchase of investments in subsidiaries (48,397,941) (29,910,829)
Sales of investment in subsidiaries 106,463,368 45,377,842
Cash posted as collateral 1,910,854 (2,993,588)
Net cash inflow from investing activities 90,201,300 40,352,749
Cash flows from financing activities
Treasury Shares repurchased – (3,741,814)
Dividends paid (22,262,111) (22,355,761)
Net cash outflow from financing activities (22,262,111) (26,097,575)
Net change in cash and cash equivalents 9,997,738 (780,205)
Exchange gains on cash and cash equivalents 341,335 343,562
Cash and cash equivalents at the beginning of the year 4,301,574 4,738,217
Cash and cash equivalents at the end of the year 7 14,640,647 4,301,574
See Notes to the financial statements set out on pages 52 to 99.
52 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
52
1. GENERAL INFORMATION
VPC Specialty Lending Investments PLC (the “Parent Company”) with its subsidiaries (together “the Group”) is focused on
asset-backed lending to emerging and established businesses with the goal of building long-term, sustainable income
generation. The Group focuses on providing capital to vital segments of the economy that are underserved by the traditional
banking industry, including small businesses, working capital products, consumer finance and real estate, among others. The
Group executes this strategy by identifying investment opportunities across various industries and geographies to offer
shareholders access to a diversified portfolio of opportunistic credit investments originated by non-bank lenders with a focus on
the rapidly developing technology-enabled lending sector. The Parent Company, which is limited by shares, was incorporated
and domiciled in England and Wales on 12 January 2015 with registered number 9385218. The Parent Company commenced its
operations on 17 March 2015 and intends to carry on business as an investment trust within the meaning of Chapter 4 of Part 24
of the Corporation Tax Act 2010.
The Group’s investment manager is Victory Park Capital Advisors, LLC (the “Investment Manager”), a US Securities and Exchange
Commission registered investment adviser. The Investment Manager also acts as the Alternative Investment Fund Manager of the
Group under the Alternative Investment Fund Managers Directive (“AIFMD”). The Parent Company is defined as an Alternative
Investment Fund and is subject to the relevant articles of the AIFMD.
The Group will invest directly or indirectly into available opportunities, including by making investments in, or acquiring interests
held by, third party funds (including those managed by the Investment Manager or its affiliates). Direct investments may include
consumer loans, SME loans, advances against corporate trade receivables and/or purchases of corporate trade receivables (“Debt
Instruments”) originated by platforms which engage with and directly lend to borrowers (“Portfolio Companies”). Such Debt
Instruments may be subordinated in nature, or may be second lien, mezzanine or unsecured loans. Indirect investments may
include investments in Portfolio Companies (or in structures set up by Portfolio Companies) through the provision of credit
facilities (“Credit Facilities”), equity or other instruments. Additionally, the Group’s investments in Debt Instruments and Credit
Facilities may be made through subsidiaries of the Parent Company or through partnerships or other structures. The Group may
also invest in other specialty lending related opportunities through any combination of debt facilities, equity or other
instruments.
As at 31 December 2022, the Parent Company had equity in the form of 382,615,665 Ordinary Shares, 278,276,392 Ordinary
Shares in issue and 104,339,273 Ordinary Shares in Treasury (31 December 2021: 382,615,665 Ordinary Shares, 278,276,392
Ordinary Shares in issue and 104,339,273 Ordinary Shares in Treasury). The Ordinary Shares are listed on the premium segment
of the Official List of the UK Listing Authority and trade on the London Stock Exchange’s main market for listed securities.
Citco Fund Administration (Cayman Islands) Limited (the “Administrator”) is the administrator of the Group. The Administrator is
responsible for the Group’s general administrative functions, such as the calculation and publication of the Net Asset Value
(“NAV”) and maintenance of the Group’s accounting records.
For any terms not herein defined, refer to Part X of the IPO Prospectus. The Parent Company’s IPO Prospectus dated 26 February
2015 is available on the Parent Company’s website, www.vpcspecialtylending.com.
2. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies followed by the Group are set out below and have been applied consistently in both the
current and prior year.
Basis of preparation
The consolidated financial statements present the financial performance of the Group and Company for the year ended
31 December 2022. These statements have been prepared in accordance with UK-adopted International Accounting Standards
and with the requirements of the Companies Act 2006 as applicable to companies under those standards. They comprise
standards and interpretations approved by the International Accounting Standards Board (“IASB”) and International Financial
Reporting Committee, including interpretations issued by the IFRS Interpretations Committee and interpretations issued by the
International Accounting Standard Committee (“IASC”) that remain in effect. The financial statements have been prepared on a
going concern basis and under the historical cost convention modified by the revaluation to a fair value basis for certain financial
instruments as specified in the accounting policies below.
The Directors have reviewed the financial projections of the Group and Company from the date of this report, which shows that
the Group and Company will be able to generate sufficient cash flows in order to meet its liabilities as they fall due. In assessing
the Group’s and Company’s ability to continue as a going concern, the Directors have considered the Company’s investment
objective, risk management policies, capital management, the nature of its portfolio and expenditure projections.
Additionally, the Directors have considered the risks arising of reduced asset values and have considered the impact of the
proposed winddown. The Investment Manager has also performed a range of stress tests and demonstrated to the Directors that
53
VPC SPECIALTY LENDING INVESTMENTS PLC
53
even in an adverse scenario of depressed markets that the Group could still generate sufficient funds to meet its liabilities over
the next 12 months. The Directors believe that the Group has adequate resources, an appropriate financial structure and suitable
management arrangements in place to continue in operational existence for the foreseeable future being a period of at least
12 months from the date of this report.
Based on their assessment and considerations above, the Directors have concluded that the financial statements of the Group
and Company should continue to be prepared on a going concern basis and the financial statements have been prepared
accordingly.
Where presentational guidance set out in the Statement of Recommended Practice (“SORP”) for investment trusts issued by the
Association of Investment Companies (“AIC”) in November 2014 and updated in October 2019 with consequential amendments
is consistent with the requirements of IFRS, the Directors have sought to prepare the consolidated financial statements on a basis
compliant with the recommendations of the SORP.
The Parent Company and Group’s presentational currency is Pound Sterling (£). Pound Sterling is also the functional currency
because it is the currency of the Parent Company’s share capital and the currency which is most relevant to the majority of the
Parent Company’s shareholders. The Group enters into forward currency Pound Sterling hedges where operating activity is
transacted in a currency other than the functional currency.
Restatement of Consolidated Statement of Cash Flows
The presentation of cash flows related to notes payable within the Consolidated Statement of Cash Flows has been restated to
report proceeds and repayments on a gross basis, which were previously reported on a net basis. Below is the impact of this
change on the Consolidated Statement of Cash flows:
31 DECEMBER
31 DECEMBER 2021
2021 (RESTATED)
£ £
(Decrease) increase in note payable 21,180,077 –
Proceeds from note payable – 179,944,080
Repayment of note payable – (158,764,003 )
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Parent Company and its subsidiaries. Control is
achieved where the Parent Company has the power to govern the financial and operating policies of an investee entity so as to
obtain benefits from its activities. The Parent Company controls an entity when the Parent Company is exposed to, or has rights
to, variable returns from its investment and has the ability to affect those returns through its power over the entity. All intra-
group transactions, balances, income and expenses are eliminated on consolidation. The accounting policies of the subsidiaries
have been applied on a consistent basis to ensure consistency with the policies adopted by the Parent Company. The period
ends for the subsidiaries are consistent with the Parent Company.
Subsidiaries of the Parent Company, where applicable, have been consolidated on a line-by-line bases as the Parent Company
does not meet the definition of an investment entity under IFRS 10 because it does not measure and evaluate the performance
of all its investments on the fair value basis of accounting.
Investments in subsidiaries
The Parent Company’s investments in its subsidiaries are measured at fair value which is determined with reference to the
underlying NAV of the subsidiary. The NAV of the subsidiaries are used as a best estimate of fair value through profit or loss. The
NAV is the value of all the assets of the subsidiary less its liabilities to creditors (including provisions for such liabilities)
determined in accordance with applicable accounting standards, which represents fair value based on the Company’s
assessment.
Presentation of Consolidated Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with the guidance set out by the AIC,
supplementary information which analyses the Consolidated Statement of Comprehensive Income between items of revenue and
capital nature has been presented alongside the Consolidated Statement of Comprehensive Income.
54 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
54
The Directors have taken advantage of the exemption under Section 408 of the Companies Act 2006 and accordingly have not
presented a separate Parent Company statement of comprehensive income. The net loss on ordinary activities after taxation of
the Parent Company was £(22,124,267) (31 December 2021: £73,175,251).
Income
For financial instruments measured at amortised cost, the effective interest rate method is used to measure the carrying value
of a financial asset or liability and to allocate associated interest income or expense in the revenue account over the relevant
period. The effective interest rate is the rate that discounts estimated future cash payments or receipts over the expected life of
the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset or financial
liability.
In calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial
instrument but does not consider expected credit losses. The calculation includes all fees received and paid, costs borne that are
an integral part of the effective interest rate and all other premiums or discounts above or below market rates.
Dividend income from investments is taken to the revenue account on an ex-dividend basis. Bank interest and other income
receivable is accounted for on an effective interest basis. Dividend income from investments is reflected in Other income on the
Statement of Comprehensive Income. Further disclosure can be found in Note 5.
Distributions from investments in funds are accounted for on an accrual basis as of the date the Group is entitled to the
distribution. The income is treated as revenue return provided that the underlying assets of the investments comprise solely
income generating loans, or investments in lending platforms which themselves generate net interest income. Distributions from
investments in funds is reflected in Other income on the Statement of Comprehensive Income. Further disclosure can be found
in Note 5.
Interest income from Investment assets designated as held at fair value through profit or loss are reflected in other income on
the Statement of Comprehensive Income. Further disclosure can be found in Note 5.
In the instance where the retained earnings of the Parent Company’s investment in a subsidiary are negative, all income from
that investment is allocated to the capital reserve for both the Group and the Parent Company.
Finance costs
Finance costs are recognised using the effective interest rate method. The Group currently charges all finance costs to either
revenue or capital based on retained earnings of the investment that generates the fees from the perspective of the Parent
Company.
Expenses
Expenses not directly attributable to generating a financial instrument are recognised as services are received, or on the
performance of a significant act which means the Group has become contractually obligated to settle those amounts.
The Group currently charges all expenses, including investment management fees and performance fees, to either revenue or
capital based on the retained earnings of the investment that generates the fees from the perspective of the Parent Company.
At 31 December 2022, no management fees (31 December 2021: £nil) have been charged to the capital return of the Group or
the Parent Company. At 31 December 2022, no performance fees (31 December 2021: £9,179,370) have been charged to the
capital return of the Group and Parent Company relating to the net return on ordinary activities after taxation allocated to the
capital return. Refer to Note 10 for further details of the management and performance fees.
All expenses are accounted for on an accruals basis .
Dividends payable to Shareholders
Dividends payable to Shareholders are recognised in the Consolidated Statement of Changes in Equity when they are paid or
have been approved by Shareholders in the case of a final dividend and become a liability to the Parent Company.
Taxation
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the
Consolidated Statement of Comprehensive Income because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax
is calculated using tax rates that have been enacted or substantively enacted at the Consolidated Statement of Financial Position
date.
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In line with the recommendations of SORP for investment trusts issued by the AIC, the allocation method used to calculate tax
relief on expenses presented against capital returns in the supplementary information in the Consolidated Statement of
Comprehensive Income is the “marginal basis”.
Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of
the Consolidated Statement of Comprehensive Income, then no tax relief is transferred to the capital return column.
Investment trusts which have approval as such under section 1158 of the Corporation Tax Act 2010 are not liable for taxation
on capital gains.
Financial assets and financial liabilities
The Group classifies its financial assets and financial liabilities in one of the following categories below. The classification depends
on the purpose for which the financial assets and liabilities were acquired. The classification of financial assets and liabilities are
determined at initial recognition.
IFRS 9 contains a classification and measurement approach for financial assets that reflects the business model in which assets
are managed and their cash flow characteristics. IFRS 9 contains a principal-based approach and applies one classification
approach for all types of financial assets. For Debt Instruments, two criteria are used to determine how financial assets should
be classified and measured:
The entity’s business model (i.e., how an entity manages its financial assets in order to generate cash flows by collecting
contractual cash flows, selling financial assets or both); and
The contractual cash flow characteristics of the financial asset (i.e., whether the contractual cash flows are solely payments
of principal and interest).
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at fair value
through profit or loss (“FVTPL”):
It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding. The carrying amount of these assets is adjusted by any expected credit loss allowance
recognised and measured as described further in this note.
A financial asset is measured at fair value through other comprehensive income (“FVOCI”) if it meets both of the following
conditions and is not designated as at FVTPL:
It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding. Movements in the carrying amount are taken through the Other Comprehensive Income
(“OCI”), except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses
on the investments amortised cost which is recognised in the Consolidated Statement of Comprehensive Income. When
the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to
the Consolidated Statement of Comprehensive Income and recognised in Income. Interest income from these financial
assets in included in Income using the effective interest rate method (“ERIM”).
Equity instruments are measured at FVTPL, unless they are not held for trading purposes, in which case an irrevocable election
can be made on initial recognition to measure them at FVOCI with no subsequent reclassification to the Consolidated Statement
of Comprehensive Income. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. Financial
assets measured at FVTPL are recognised in the Consolidated Statement of Financial Position at their fair value. Fair value gains
and losses, together with interest coupons and dividend income, are recognised in the Consolidated Statement of
Comprehensive Income within net trading income in the period in which they occur. The fair values of assets and liabilities
traded in active markets are based on current bid and offer prices respectively. If the market is not active, the Group establishes
a fair value by using valuation techniques. In addition, on initial recognition, the Company may irrevocably designate a financial
asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as FVTPL if doing so eliminates or
significantly reduces an accounting mismatch that would otherwise arise.
There are no positions measured at FVOCI in the current or prior year.
56 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
56
Business model assessment
The Group will assess the objective of the business model in which a financial asset is held at a portfolio level in order to
generate cash flows because this best reflects the way the business is managed, and information is provided to the
Investment Manager. That is, whether the Group’s objective is solely to collect the contractual cash flows from the assets
or is to collect both the contractual cash flows and cash flows arising from the sale of assets. If neither of these are
applicable, then the financial assets are classified as part of the other business model and measured at FVTPL.
The information that will be considered by the Group in determining the business model includes:
The stated policies and objectives for the portfolio and the operation of those policies in practice, including whether
the strategy focuses on earning contractual interest revenue, maintaining a particular interest rate profile, matching
duration of the financial assets to the duration of the liabilities that are funding those assets or realising cash flows
through the sale of assets;
Past experience on how the cash flows for these assets were collected;
How the performance of the portfolio is evaluated and reported to the Investment Manager;
The risks that affect the performance of the business model (and the financial assets held within that business
model) and how those risks are managed; and
The frequency, volume and timing of sales in prior periods, the reasons for such sales and expectations about future
sales activity. However, information about sales activity is not considered in isolation, but as part of an overall
assessment of how the Investment Manager’s stated objective for managing the financial assets is achieved and how
cash flows are realised.
Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, “principal” is defined as the fair value of the financial asset on initial recognition.
“Interest” is defined as consideration for the time value of money, for the credit risk associated with the principal amount
outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a reasonable profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the contractual terms of the
instrument will be considered to see if the contractual cash flows are consistent with a basic lending arrangement. In
making the assessment, the following features will be considered:
Contingent events that would change the amount and timing of cash flows;
Prepayment and extension terms;
Terms that limit the Company’s claim to cash flows from specified assets, e.g., non-recourse asset arrangements; and
Features that modify consideration for the time value of money, e.g., periodic reset of interest rates.
The Group reclassifies debt investments when and only when its business model for managing those assets changes. The
reclassification that has taken place forms the start of the first reporting period following the change. Such changes are
expected to be very infrequent.
Expected credit loss allowance for financial assets measured at amortised cost
The Credit impairment losses in the Consolidated Statement of Comprehensive Income includes the change in expected
credit losses which are recognised for loans and advances to customers, other financial assets held at amortised cost and
certain loan commitments.
At initial recognition, allowance is made for expected credit losses resulting from default events that are possible within
the next 12 months (12-month expected credit losses). In the event of a significant increase in credit risk, allowance (or
provision) is made for expected credit losses resulting from all possible default events over the expected life of the financial
instrument (lifetime expected credit losses). Financial assets where 12-month expected credit losses are recognised are
considered to be Stage 1; financial assets which are considered to have experienced a significant increase in credit risk are
in Stage 2; and financial assets which have defaulted or are otherwise considered to be credit impaired are allocated to
Stage 3.
The measurement of expected credit losses will primarily be based on the product of the instrument’s probability of
default (“PD”), loss given default (“LGD”), and exposure at default (“EAD”), taking into account the value of any collateral
held or other mitigants of loss and including the impact of discounting using the effective interest rate (“EIR”).
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The PD represents the likelihood of a borrower defaulting on its financial obligation, either over the next 12 months
(“12M PD”), or over the remaining lifetime (“Lifetime PD”) of the obligation.
EAD is based on the amounts the Group expects to be owed at the time of default, over the next 12 months
(“12M EAD”) or over the remaining lifetime (“Lifetime EAD”). For example, for a revolving commitment, the Group
includes the current drawn balance plus any further amount that is expected to be drawn up to the current
contractual limit by the time of default, should it occur.
LGD represents the Group’s expectation of the extent of loss on a defaulted exposure. LGD varies by type of
counterparty, type and seniority of claim and availability of collateral or other credit support. LGD is expressed as a
percentage loss per unit of exposure at the time of default. LGD is calculated on a 12-month or lifetime basis, where
12-month LGD is the percentage of loss expected to be made if the default occurs in the next 12 months and
Lifetime LGD is the percentage of loss expected to be made if the default occurs over the remaining expected
lifetime of the loan.
The estimated credit loss (“ECL”) is determined by projecting the PD, LGD, and EAD for each future month and for each
individual exposure. Movements between Stage 1 and Stage 2 are based on whether an instrument’s credit risk as at the
reporting date has increased significantly relative to the date it was initially recognised. Where the credit risk subsequently
improves such that it no longer represents a significant increase in credit risk since origination, the asset is transferred back
to Stage 1.
General expectations with regards to expected losses on loans are assessed based on an analysis of loan collateral and
credit enhancement. Impairments are recognised once a loan is deemed to have a non-trivial likelihood of facing a material
loss. The expected credit loss allowance reflects the increasing likelihood of loss as collateral and credit enhancement
become diminished or impaired. The adequacy of credit enhancement is typically based on the actual contractual terms
of the investment, including such provisions as collateral eligibility, advance rate and/or loan to value ratio. The value and
cash flows of the collateral are determined based on all available historical performance data on the specific asset pool
being assessed, including historical loss performance data and forward-looking information, supplemented by additional
sources as needed.
Unless identified at an earlier stage, the credit risk of financial assets is deemed to have increased significantly when more
than 30 days past due. The Group does not rebut the presumption in IFRS 9 that all financial assets that are more than
30 days past due have experienced a significant increase in credit risk. The assessment as to when a financial asset has
experienced a significant increase in the probability of default requires the application of management judgement.
In addition, the Group considers a financial instrument to have experienced a significant increase in credit risk when one
of the following have occurred:
Significant increase in credit spread;
Significant adverse changes in business, financial and/or economic conditions in which the borrower operates;
Actual or expected forbearance or restructuring;
Actual or expected significant adverse change in operating results of the borrower;
Significant change in collateral value which is expected to increase the risk of default; or
Early signs of cashflow or liquidity problems.
Movements between Stage 2 and Stage 3 are based on whether financial assets are credit impaired as at the reporting
date. Assets can move in both directions through the stages of the impairment model.
The criteria for determining whether credit risk has increased significantly will vary by portfolio and will include a backstop
based on delinquency. IFRS 9 contains a rebuttable presumption that default occurs no later than when a payment is
90 days past due which the Group does not rebut. A loan is normally written off, either partially or in full, when there is
no realistic prospect of recovery (as a result of the customer’s insolvency, ceasing to trade or other reason) and the amount
of the loss has been determined. Subsequent recoveries of amounts previously written off decrease the amount of
impairment losses recorded. The Company assesses at each reporting date whether there is objective evidence that a loan
or group of loans is impaired. In performing such analysis, the Company assesses the probability of default based on the
level of collateral and credit enhancement and on the number of days past due, using recent historical rates of default on
loan portfolios with credit risk characteristics similar to those of the Company or past history if sufficient data is available
to demonstrate a reliable loss profile.
Inputs into the assessment of whether a financial instrument is in default and their significance may vary over time to
reflect changes in circumstances.
58 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
58
Under IFRS 9, when determining whether the credit risk (i.e. the risk of default) on a financial instrument has increased
significantly since initial recognition, reasonable and supportable information that is relevant and available without undue
cost or effort, including both quantitative and qualitative information and analysis based on historical experience, credit
assessment and forward-looking information is used.
The measurement of expected credit losses for each stage and the assessment of significant increases in credit risk must
consider information about past events and current conditions as well as reasonable and supportable forward-looking
information, including a “base case” view of the future direction of relevant economic variables and a representative range
of other possible forecasts scenarios. The process will involve developing two or more additional economic scenarios and
considering the relative probabilities of each outcome. The base case will represent a most likely outcome and be aligned
with information used for other purposes, such as strategic planning and budgeting. The number of scenarios used and
their attributes are reassessed at each reporting date by investment. The scenario weightings are determined by a
combination of statistical analysis and expert credit judgement, taking account of the range of possible outcomes each
chosen scenario is representative of. These scenarios are informed by data from the Federal Reserve regarding the
probability of a recession in the US over the subsequent 12-month period.
The estimation and application of forward-looking information requires significant judgement. PD, LGD and EAD inputs
used to estimate Stage 1 and Stage 2 credit loss allowances, are modelled based on the macroeconomic variables (or
changes in macroeconomic variables) that are most closely correlated with credit losses in the relevant portfolio. As with
any economic forecasts, the projections and likelihoods of occurrence are subject to a high degree of inherent uncertainty
and therefore the actual outcomes may be significantly different to those projected. The Group considers these forecasts
to represent its best estimate of the possible outcomes and has analysed the non-linearities and asymmetries within the
Group’s different portfolios to establish that the chosen scenarios are appropriately representative of the range of possible
scenarios.
Other forward-looking considerations not otherwise incorporated within the above scenarios, such as the impact of any
regulatory, legislative or political changes, have also been considered, but are not deemed to have a material impact and
therefore no adjustment has been made to the ECL for such factors. This is reviewed and monitored for appropriateness
on a quarterly basis.
Collateral and other credit enhancements
The Group employs a range of policies to mitigate credit risk. The most common of these is accepting collateral for funds
advanced. The Group has internal policies of the acceptability of specific classes of collateral or credit risk mitigation.
Modification of financial assets
The Group sometimes modifies the terms or loans provided to customers due to commercial renegotiations, or for
distressed loans, with a view to maximising recovery.
Such restructuring activities include extended payment term arrangements, payment holidays and payment forgiveness.
Restructuring policies and practice are based on indicators or criteria which, in the judgement of management, indicate
that payment will most likely continue. These policies are kept under continuous review.
The risk of default of such assets after modification is assessed at the reporting date and compared with the risk under
the original terms at initial recognition, when the modification is not substantial and so does not result in derecognition
of the original assets. The Group monitors the subsequent performance of modified assets. The Group may determine that
the credit risk has significantly improved after restructuring, so that the assets are moved from Stage 3 or Stage 2.
Modification of terms is not an indicator of a change in risk.
Modification of loans
The Group sometimes renegotiates or otherwise modifies the contractual cash flows of loans to customers. When this
happens, the Group assesses whether or not the new terms are substantially different to the original terms. The Group
does this by considering, among others, the following factors:
If the borrower is in financial difficulty, whether the modification merely reduces the contractual cash flows to
amounts the borrower is expected to be able to pay;
Whether any substantial new terms are introduced, such as a profit share/equity-based return that substantially affect
the risk profile of the loan;
Significant extension of the loan term when the borrower is not in financial difficulty;
Significant change in the interest rate;
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Change in the currency the loan is denominated in; and
Insertion of collateral, other security or credit enhancements that significantly affect the credit risk associated with
the loan.
If the terms are substantially different, the Group derecognises the original financial asset and recognises a new asset at
fair value and recalculates a new effective interest rate for the asset. The date of renegotiation is consequently considered
to be the date of initial recognition for impairment calculation purposes, including for the purpose of determining if a
significant increase in credit risk has occurred. However, the Group also assesses whether the new financial asset
recognised is deemed to be credit-impaired at initial recognition, especially in circumstances where the renegotiation was
driven by the debtor being unable to make the originally agreed payments. Differences in the carrying amounts are also
recognised in the Consolidated Statement of Comprehensive Income as a gain or loss on derecognition.
If the terms are not substantially different, the renegotiation or modification does not result in derecognition, and the
Group recalculates the gross carrying amount based on the revised cash flows of the financial asset and recognises a
modification gain or loss in the Consolidated Statement of Comprehensive Income. The new gross carrying amount is
recalculated by discounting the modified cash flows at the original effective interest rate (or credit-adjusted effective
interest rate for purchased or originated credit-impaired financial assets).
During the year, no investments were modified per the Group’s policy. During the prior year, three investments were
modified per the Group’s policy. The Group performed the analysis mentioned above on the investments modified in 2021
and determined that the modifications did not result in a substantial changes to the terms of the loans and derecognition
was not required. The modification of the loans in the prior year did not result in any gains or losses recognised as a result
of the modification of the loans as the carrying value of the loans was the same before and after the modification.
Derecognition other than a modification
Financial assets, or a portion thereof, are derecognised when the contractual rights to receive the cash flows from the
assets have expired, or when they have been transferred and either (i) the Group transfers substantially all the risks and
rewards of ownership, or (ii) the Group neither transfers nor retains substantially all the risks and rewards of ownership and
the Group has not retained control.
The Group enters into transactions where it retains the contractual rights to receive cash flows from assets but assumes a
contractual obligation to pay those cash flows to other entities and transfers substantially all of the risks and rewards.
These transactions are accounted for as ‘pass through’ transfers that result in derecognition if the Group:
Has no obligation to make payments unless it collects equivalent amounts from the assets;
Is prohibited from selling or pledging the assets; and
Has an obligation to remit any cash it collects from the assets without material delay.
Collateral furnished by the Group under standard repurchase agreements and securities lending and borrowing
transactions are not derecognised because the Group retains substantially all the risks and rewards on the basis of the
predetermined repurchase price, and the criteria for derecognition are therefore not met.
Financial assets and financial liabilities designated as held at fair value through profit or loss
This category consists of forward foreign exchange contracts, common equity, preferred stock, warrants and investments
in funds.
Assets and liabilities in this category are carried at fair value. The fair values of derivative instruments are estimated using
discounted cash flow models using yield curves that are based on observable market data or are based on valuations
obtained from counterparties.
Investments in funds are carried at fair value through profit or loss and designated as such at inception. This is valued for
the units at the balance sheet date based on the NAV where it is assessed that NAV equates to fair value.
Common equity, preferred stock and warrants are valued using a variety of techniques. These techniques include market
comparables, discounted cash flows, yield analysis, and transaction prices. Refer to Note 3.
Gains and losses arising from the changes in the fair values are recognised in the Consolidated Statement of
Comprehensive Income.
60 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
60
Loans at amortised cost
Loans at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. Loans are recognised when the funds are advanced to borrowers and are carried at amortised cost using
the effective interest rate method less provisions for impairment.
Purchases and sales of financial assets
Purchases and sales of financial assets are accounted for at trade date. Financial assets are derecognised when the rights
to receive cash flows from the investments have expired or have been transferred and the Group has transferred
substantially all risks and rewards of ownership.
Fair value estimation
The determination of fair value of investments requires the use of accounting estimates and assumptions that could cause
material adjustment to the carrying value of those investments.
Financial liabilities
Borrowings, deposits, debt securities in issue and subordinated liabilities, if any, are recognised initially at fair value, being
the issue proceeds net of premiums, discounts and transaction costs incurred.
All borrowings are subsequently measured at amortised cost using the effective interest rate method. Amortised cost is
adjusted for the amortisation of any premiums, discounts and transaction costs. The amortisation is recognised in interest
expense and similar charges using the effective interest rate method.
Financial liabilities are derecognised when the obligation is discharged, cancelled or has expired.
Derivatives
Derivatives are entered into to reduce exposures to fluctuations in interest rates, exchange rates, market indices and credit
risks and are not used for speculative purposes. The Parent Company entered into forward foreign currency exchange
contracts as a hedge against exchange rate fluctuations for investments in Portfolio Companies denominated in foreign
currencies. A forward foreign currency exchange contract is an agreement between two parties to purchase or sell a
specified quantity of a currency at or before a specified date in the future. Forward contracts are typically traded in the
OTC markets and all details of the contract are negotiated between the counterparties to the agreement. Accordingly, the
forward contracts are valued at the forward rate by reference to the contracts traded in the OTC markets and are classified
as Level 2 in the fair value hierarchy.
Derivatives are carried at fair value with movements in fair values recorded in the Consolidated Statement of
Comprehensive Income. Derivative financial instruments are valued using discounted cash flow models using yield curves
that are based on observable market data or are based on valuations obtained from counterparties.
Gains and losses arising from derivative instruments are credited or charged to the Consolidated Statement of
Comprehensive Income. Gains and losses of a revenue nature are reflected in the revenue column and gains and losses of
a capital nature are reflected in the capital column. Gains and losses on forward foreign exchange contracts are reflected
in Foreign exchange gain/(loss) in the Consolidated Statement of Comprehensive Income.
All derivatives are classified as assets where the fair value is positive and liabilities where the fair value is negative. Where
there is the legal ability and intention to settle net, then offsetting is applied and the derivative is classified as a net asset
or liability, as appropriate.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position
if, and only if, there is currently enforceable legal right to set off the recognised amounts and there is an intention to settle
on a net basis, or to realise an asset and settle the liability simultaneously.
Investments in funds
Investments in funds are measured at fair value through profit or loss. The NAV of the fund is used as a best estimate of fair
value through profit or loss. The NAV is the value of all the assets of the fund less its liabilities to creditors (including provisions
for such liabilities) determined in accordance with applicable accounting standards, which represents fair value based on the
Company’s assessment. Refer to Note 3 and Note 19 for further information.
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Equity securities
Equity securities are measured at fair value. These securities are considered either Level 1, 2, or 3 investments. Further details of
the valuation of equity securities are included in Note 3. Equity securities consist of common and preferred stock, warrants and
convertible note investments.
Other receivables
Other receivables do not carry interest and are short-term in nature and are accordingly recognised at fair value as reduced by
appropriate allowances for estimated irrecoverable amounts.
Cash and cash equivalents
Cash comprises of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with a
maturity of 90 days or less that are readily convertible to known amounts of cash.
Deferred income
The Group and Parent Company defer draw fees received from investments and the deferred fees amortise into income on
a straight-line basis over the life of the loan, which approximates the effective interest rate method.
Other liabilities
Other liabilities and accrued expenses are not interest-bearing and are stated at their nominal values. Due to their short-term
nature this is determined to be equivalent to their fair value.
Share Capital
The Ordinary Shares are classified as equity. The costs of issuing or acquiring equity are recognised in equity (net of any related
income tax benefit), as a reduction of equity on the condition that these are incremental costs directly attributable to the equity
transaction that otherwise would have been avoided.
The costs of an equity transaction that is abandoned are recognised as an expense. Those costs might include registration and
other regulatory fees, amounts paid to legal, accounting and other professional advisers, printing costs and stamp duties.
The Group’s equity NAV per share is calculated by dividing the equity – net assets attributable to the holder of Ordinary Shares
by the total number of outstanding Ordinary Shares.
Treasury Shares have no entitlements to vote and are held by the Company.
Foreign exchange
Transactions in foreign currencies are translated into Pound Sterling at the rate of exchange ruling on the date of each
transaction. Monetary assets, liabilities and equity investments in foreign currencies at the Consolidated Statement of Financial
Position date are translated into Pound Sterling at the rates of exchange ruling on that date. Profits or losses on exchange,
together with differences arising on the translation of foreign currency assets or liabilities, are taken to the capital return column
of the Consolidated Statement of Comprehensive Income. Foreign exchange gains and losses arising on investment assets
including loans are included within Net gain/(loss) on investments within the capital return column of the Consolidated
Statement of Comprehensive Income.
The assets and liabilities of the Group’s foreign operations are translated using the exchange rates prevailing at the reporting
date. Income and expense items are translated using the average exchange rates during the period. Exchange differences arising
from the translation of foreign operations are taken directly as currency translation differences through the Consolidated
Statement of Comprehensive Income.
Capital reserves
Capital reserve – arising on investments sold includes:
gains/losses on disposal of investments and the related foreign exchange differences;
exchange differences on currency balances;
cost of own shares bought back; and
other capital charges and credits charged to this account in accordance with the accounting policies above.
62 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
62
Capital reserve – arising on investments held includes:
increases and decreases in the valuation of investments held at the year-end;
increases and decreases in the IFRS 9 reserve of investments held at the year-end; and
investments in subsidiaries by the Parent Company where retained earnings is negative.
In the instance where the retained earnings of the Parent Company’s investment in a subsidiary are negative, all income and
expenses from that investment are allocated to the capital reserve for both the Group and the Parent Company.
All the above are accounted for in the Consolidated Statement of Comprehensive Income except the cost of own shares bought
back, if applicable, which would be accounted for in the Consolidated Statement of Changes in Equity.
Revenue reserves
The revenue reserve represents the accumulated revenue profits retained by the Group. The Group makes interest distributions
from the revenue reserve to Shareholders.
Segmental reporting
The chief operating decision maker is the Board of Directors. The Directors are of the opinion that the Group is engaged in a
single segment of business, being the investment of the Group’s capital in financial assets comprising consumer loans, SME
loans, corporate trade receivables and/or advances thereon. The Board focuses on the overall return from these assets
irrespective of the structure through which the investment is made.
Critical accounting estimates
The preparation of financial statements in conformity with international accounting standards requires the Group to make
judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting
period. Although these estimates are based on the Directors’ best knowledge of the amount, actual results may differ ultimately
from those estimates.
The areas requiring a higher degree of judgement or complexity and areas where assumptions and estimates are significant to
the financial statements, are in relation to expected credit losses and investments at fair value through profit or loss. These are
detailed below.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.
Measurement of the expected credit loss allowance
The calculation of the Group’s ECL allowances and provisions against loan commitments and guarantees under IFRS 9 is
highly complex and involves the use of significant judgement and estimation. The investment manager proactively
monitors and reviews the Company’s investments monthly related to expected credit losses and IFRS 9. Specific models
are developed for each underlying investment and the results are discussed on an ongoing basis as new information is
received. A review is first performed to identify what stage the Company’s investments are in and the appropriate analysis
is then performed. This includes the formulation and incorporation of multiple forward-looking economic conditions into
ECL to meet the measurement objective of IFRS 9. The most significant estimates that are discussed below are considered
to be the effect of potential future economic scenarios, collateral cash flows and probability of default. These estimates
vary on an investment-by-investment basis and may not be applicable to all investments held in the portfolio.
Base case and stress case cash flow methodology under IFRS 9
Each loan in the Group’s investment portfolio is analysed to assess the likelihood of the Group incurring any loss either
(i) in the normal course of events, or (ii) in a stress scenario. Given that these positions are typically secured by specific
collateral and often further secured by guarantees from the operating business, the analysis looks at the impacts on both
the specific collateral, as well as any obligations of the operating business to understand how the Group’s investment
would fair in each scenario. The collateral performance assumptions for each transaction are established using all available
historical performance data on the specific asset pool being assessed, including historical loss performance and forward-
looking information, supplemented by additional sources as needed.
Base case
To establish the base case model, a representative portfolio is established based on the specific nature of the underlying
collateral. The expected cash flows are assessed based on the relevant collateral parameters which will vary based on the
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specific asset class being assessed. In certain instances the collateral cash flows may entail the presumed sale of collateral
assets to third parties based on expected market values. Cash flow and market assumptions are based on a combination
of (1) historical collateral data, (2) management forecasts, (3) proxy data from comparable assets or businesses, and (4)
judgement from the investment professionals based on general research and knowledge.
The model is then burdened with the following costs: (1) servicing costs which broadly reflect the expected costs of either
(i) engaging a backup servicer to wind down the portfolio, or (ii) of operating the business through a liquidation;
(2) upfront liquidation costs to reflect potential expenses associated with moving into liquidation; and (3) ongoing
liquidation costs to reflect incremental costs born to oversee the liquidation.
The last input component is the terms of the Group’s investment, which includes the applicable advance rate and interest
rate which are based on the prevailing terms and circumstances of the facility.
The representative portfolio is deemed to reflect the most reliable and relevant information available about the portfolio
attributes and expected performance. As part of the ongoing investment monitoring and risk management process, the
Investment Manager is monitoring performance on the underlying collateral on a monthly basis to identify whether
performance indicators are trending positively or negatively, and how much cushion exists compared to contractual
covenant trigger levels. Any such changes would be reviewed to determine whether an adjustment is required to the
model assumptions.
Stress case
Once the Base Case scenario is established, one or more “Stress Case” scenarios are created for each transaction. The Stress
Case is established by stressing the inputs that are most directly tied to outcomes to an extent consistent with a severe
recession or comparably severe deterioration in the investment position. The primary driver of collateral value for many
asset classes is the loss rates on the underlying receivables as these have the most direct impact on liquidation outcomes.
For other asset classes it may include revenue yields, market values, or other economic variables. Certain variables with less
significant impacts on the cash flow outcomes may be held constant to enhance model explanatory power. Stress variables
may be adjusted to reflect the fact that stress will emerge (and dissipate) over a period of time rather than having an
immediate and constant impact.
2008 Recession Loss Scalars
by Asset and Population
SUBPRIME & DEEP NEAR PRIME
SUBPRIME VINTAGE VINTAGE PRIME VINTAGE
SCORE BELOW 601 SCORE 601-660 SCORE ABOVE 660
Student Loan 0% 10% 8%
Retail 17% 10% 3%
Personal Loan 16% 41% 108%
Auto 24% 54% 88%
Credit Card 43% 71% 132%
Source: Assessing Performance of Consumer Lending Assets through Macroeconomic Shocks, Second Order Solutions (June 2019).
The most heavily represented populations in the Group’s borrower portfolios are personal loans (or amortising instalment
loans). As seen in the above table, default rates on these loans increased by 1.16x-2.08x. Each portfolio was assessed based
on the applicable stress factor range based on the product and borrower population.
IFRS 9 calls for an assessment of the probability of default over the upcoming 12 months, and thus the Investment
Manager provides a view of the probability of such a severe scenario occurring in the next 12 months for each of the
investments which are at risk of incurring a loss (as some of the variables will vary between investments). Typically, the
Investment Manager reviews macroeconomic data to assess the probability of a recession or stress scenario over a forward
looking 12 month horizon. Such information may be supplemented with additional investment level or macroeconomic
information to determine the appropriate probabilities of stress (most commonly any such adjustments would be to apply
additional likelihood of stress). In certain instances, the assessed impairment reserves are constant across all scenarios, this
most commonly occurs when the assessed impairment reserves are zero. In these instances, there shall be no need to
assess probability weightings as it would not impact the overall analysis.
64 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
64
Once the model has been run at the stressed scenario, if the cash flows continue to support the payment of an
investment’s principal and interest, the portfolio is deemed to have adequate coverage. If there is a shortfall in principal
payments, a further assessment is done to note whether there are any excluded variables that need to be considered in
determining the need for reserves on the position, including taking into account other additional credit enhancements
provided in each deal (i.e., corporate guarantees, etc.). Such assessment would consider the likelihood of a scenario that
could pose a loss and the expected magnitude of such loss in order to determine the appropriate reserve level.
For asset backed investments, two of the primary drivers of the impairment analysis are the underlying collateral cash flows
and the probability of default which is defined as the likelihood of an economic recession in the upcoming 12-month
period. Regarding the underlying collateral cash flows, these may vary based on various underlying drivers depending on
asset class (such as loss rates for financial assets and asset revenue and margin for ecommerce assets). For financial assets,
loss rates are stressed to 110%-210% of base case as part of the impairment analysis and the impacts of those stresses are
reflected in the impairment amounts on a probability weighted basis. For ecommerce assets, revenue and margins are
stressed, on average, by 18% and 10%, respectively, over the forecast period.
Establishing Impairment Reserves
Once the model has been run at the stressed scenario, if the cash flows continue to support the payment of all principal
and interest after the burdens of servicing and liquidation costs, the portfolio is deemed to have adequate coverage based
solely on direct collateral. If there is a shortfall in principal payments, a further assessment is done to note whether there
are any excluded variables that need to be considered in determining the need for reserves on the position, including
other additional credit enhancements provided in each deal (i.e., corporate guarantees, boot collateral, etc.). Such
assessment would consider the likelihood of a scenario that could pose a loss or impairment and the expected magnitude
of such loss in order to determine the appropriate reserve level.
IFRS 9 calls for an assessment of the probability of default over the upcoming 12 months, and thus the Investment
Manager will also provide a view of the probability of such a severe scenario occurring in the next 12 months for each of
the investments which are at risk of incurring a loss (as some of the variables will vary between investments). The
Investment Manager reviews macroeconomic data and central bank indicators to assess the probability of a recession or
stress scenario over a forward looking 12-month horizon. Such information may be supplemented with additional
investment level or macroeconomic information to determine the appropriate probabilities of stress (most commonly any
such adjustments would be to apply additional likelihood of stress). In certain instances, the assessed impairment reserves
are constant across all scenarios, this most commonly occurs when the assessed impairment reserves are zero. In these
instances there shall be no need to assess probability weightings as it would not impact the overall analysis.
The Group has regarding the probability of default in the upcoming 12-month period, as at 31 December 2022 an increase
in the likelihood of an economic recession of 10% would result in an increase of £460,209 to the expected credit losses.
The impact on the estimated credit losses as of 31 December 2021 was not material.
The Group has established impairment reserves by applying a weighting of 46% to the base case scenario and 54% to the
stress case scenario as at 31 December 2022. If the stress case scenario weighting was increased by 10% to 65% the impact
on the increase to expected credit losses as at 31 December 2022 is not material. In 2021, the weighting was 100% to the
stress scenario.
The cumulative loss rates ranged from 9% to 50%. If the cumulative loss rates in the stress scenario were increased by 10%,
the impact on the increase to expected credit losses as at 31 December 2022 is not material. The probability of default
percentages ranged from 3% to 23%. If the probability of default percentages were increased by 10%, the impact on the
increase to the expected credit losses as at 31 December 2022 is not material.
Valuation of unquoted investments
The valuation of unquoted investments and investments for which there is an inactive market is a key area of judgement
and may cause material adjustment to the carrying value of those assets and liabilities. The unquoted equity assets are
valued on periodic basis using techniques including a market approach, costs approach and/or income approach. The
valuation process is collaborative, involving the finance and investment functions within the Investment Manager with the
final valuations being reviewed by the Board’s Audit and Valuation Committee. The specific techniques used typically
include earnings multiples, discounted cash flow analysis, the value of recent transactions, and, where appropriate, industry
rules of thumb. The valuations often reflect a synthesis of a number of different approaches in determining the final fair
value estimate. The individual approach for each investment will vary depending on relevant factors that a market
participant would take into account in pricing the asset. Changes in fair value of all investments held at fair value are
recognised in the Consolidated Statement of Comprehensive Income as a capital item. On disposal, realised gains and
losses are also recognised in the Consolidated Statement of Comprehensive Income as a capital item. Transaction costs are
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VPC SPECIALTY LENDING INVESTMENTS PLC
65
included within gains or losses on investments held at fair value, although any related interest income, dividend income
and finance costs are disclosed separately in the Consolidated Financial Statements. The ultimate sale price of investments
may not be the same as fair value. Refer to Note 3.
Critical accounting judgments
Judgement is required to determine whether the Parent Company exercises control over its investee entities and whether they
should be consolidated. Control is achieved where the Parent Company has the power to govern the financial and operating
policies of an investee entity so as to obtain benefits from its activities. The Parent Company controls an investee entity when
the Parent Company is exposed to, or has rights to, variable returns from its investment and has the ability to affect those returns
through its power over the entity. At each reporting date, an assessment is undertaken of investee entities to determine control.
In the intervening period, assessments are undertaken where circumstances change that may give rise to a change in the control
assessment. These include when an investment is made into a new entity, or an amendment to existing entity documentation
or processes. When assessing whether the Parent Company has the power to affect its variable returns, and therefore control
investee entities, an assessment is undertaken of the Parent Company’s ability to influence the relevant activities of the investee
entity. These activities include considering the ability to appoint or remove key management or the manager, which party has
decision making powers over the entity and whether the manager of an entity is acting as principal or agent. The assessment
undertaken for entities considers the Parent Company’s level of investment into the entity and its intended long-term holding
in the entity and there may be instances where the Parent Company owns less than 51% of an investee entity but that entity is
consolidated. Further details of the Parent Company’s subsidiaries are included in Note 17.
The Group’s investments in associates all consist of limited partner interest in funds. There are no significant restrictions between
investors with joint control or significant influence over the associates listed above on the ability of the associates to transfer
funds to any party in the form of cash dividends or to repay loans or advances made by the Group. Further details of the Parent
Company’s associates are included in Note 19.
Accounting standards issued but not yet effective or not material to the Group
At the date of authorisation of these financial statements, the following standards and interpretations, which have not been
applied in these financial statements, were in issue.
IFRS 17 ‘Insurance Contracts’ establishes the principles for the recognition, measurement, presentation and disclosure of
insurance contracts. This information gives a basis for users of financial statements to assess the effect that insurance contracts
have on the entity’s financial position, financial performance and cash flows. IFRS 17 was issued in May 2017 and applies to
annual reporting periods beginning on or after 1 January 2023. The Directors do not anticipate that the adoption of this standard
and interpretations will have a material impact on the financial statements, given the nature of the Group’s business being that
it has no insurance contracts.
The narrow-scope amendments to IAS 1 Presentation of Financial Statements clarify that liabilities are classified as either current
or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the
expectations of the entity or events after the reporting date (e.g., the receipt of a waver or a breach of covenant). The
amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability. The amendments could affect the
classification of liabilities, particularly for entities that previously considered management’s intentions to determine classification
and for some liabilities that can be converted into equity. They must be applied retrospectively in accordance with the normal
requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. In May 2020, the IASB issued an Exposure
Draft proposing to defer the effective date of the amendments to 1 January 2023.
Accounting standards effective in the year
Other future developments include the IASB undertaking a comprehensive review of existing IFRSs. The Group will consider the
financial impact of these new standards as they are finalised.
3. FAIR VALUE MEASUREMENT
Financial instruments measured and reported at fair value are classified and disclosed in one of the following fair value hierarchy
levels based on the significance of the inputs used in measuring its fair value:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(as prices) or indirectly (derived from prices); and
Level 3 – Pricing inputs for the asset or liability that are not based on observable market data (unobservable inputs).
66 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
66
An investment is always categorised as Level 1, 2 or 3 in its entirety. In certain cases, the fair value measurement for an
investment may use a number of different inputs that fall into different levels of the fair value hierarchy. In such cases, an
investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value
measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and is
specific to the investment.
Valuation of investments in funds
The Group’s investments in funds are subject to the terms and conditions of the respective fund’s offering documentation. The
investments in funds are primarily valued based on the latest available financial information. The Investment Manager reviews
the details of the reported information obtained from the funds and considers: (i) the valuation of the fund’s underlying
investments; (ii) the value date of the NAV provided; (iii) cash flows (calls/distributions) since the latest value date; and (iv) the
basis of accounting and, in instances where the basis of accounting is other than fair value, fair valuation information provided
by the funds. If necessary, adjustments to the NAV are made to the funds to obtain the best estimate of fair value. The funds in
which the Group invests are close-ended and unquoted. No adjustments have been determined to be necessary to the NAV as
provided as at 31 December 2022 as this reflects fair value under the relevant valuation methodology. The NAV is provided to
investors only and is not made publicly available.
Valuation of equity securities
Fair value is determined based on the Group’s valuation methodology, which is either determined using market comparables,
discounted cash flow models or recent transactions.
Under the Enterprise Valuation Waterfall Analysis, the Group estimates the fair value of a portfolio company using traditional
valuation methodologies including market, income, and cost approaches, as well as other applicable industry-specific approaches
and then waterfall the enterprise value over the portfolio company’s securities in order of their preference relative to one
another. Some or all the traditional valuation methodologies are weighted based on the individual circumstances of the portfolio
company to determine an estimate of the enterprise value. The traditional valuation methodologies consist of valuation estimates
based on: valuations of comparable public companies, recent sales of private and public comparable companies, discounting the
forecasted cash flows of the portfolio company, estimating the liquidation or collateral value of the portfolio company’s assets,
third-party valuations of the portfolio company or its assets, considering offers from third-parties to buy the portfolio company,
estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the
portfolio company. To determine the enterprise value of a portfolio company, its historical and projected financial results, as well
as other factors that may impact value, such as exposure to litigation, loss of significant customers or other contingencies are
considered. This financial and other information is generally obtained from the Group’s portfolio companies, and in most cases
represents unaudited, projected, or pro-forma financial information.
In using a valuation methodology based on the discounting of forecasted cash flows of the portfolio company, significant
judgment is required in the development of an appropriate discount rate to be applied to the forecasted cash flows. When
applicable, a weighted average cost of capital approach is used to derive a discount rate that takes into account i) the risk-free
rate ii) the cost of debt for creditworthiness and iii) the cost of equity for performance risk. The three inputs to the discount rate
are based on third-party market studies, portfolio company interest rates, and an overall understanding of the inherent risk in
the cash flows. The remaining assumptions incorporated in the valuation methodologies used to estimate the enterprise value
consist primarily of unobservable Level 3 inputs, including management assumptions based on judgment. For example, from
time to time, a portfolio company has exposure to potential or actual litigation. In evaluating the impact on the valuation for
such items, the amount that a market participant would consider in estimating fair value is considered. These estimates are
highly subjective, based on the Group’s assessment of the potential outcome(s) and the related impact on the fair value of such
potential outcome(s). A change in these assumptions could have a material impact on the determination of fair value.
In using a valuation methodology based on comparable public companies or sales of private or public comparable companies,
significant judgment is required in the application of discounts or premiums to the prices of comparable companies for factors
such as size, marketability and relative performance. Related to the use of private company transactions, when a portfolio
company closes on new equity, the new round’s implied valuation is used in valuing the equity investment. The use of an equity
round includes gaining an understanding of the resulting rights between equity classes, and when applicable, a discount related
to rights and preference differences is applied to the implied valuation. In addition, when a portfolio company has significant
reason to believe an equity round is closing in the near future, a weighted-probability approach with the applicable discounts
may be used. Under the yield analysis approach, expected future cash flows are discounted back using a discount rate. The
discount rate used incorporates market-based yields for similar credits to the public market and the underlying risk of the
individual credit.
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VPC SPECIALTY LENDING INVESTMENTS PLC
67
Due to the inherent uncertainty of determining the fair value of Level 3 assets that do not have a readily available market value,
the fair value of the assets may differ significantly from the values that would have been used had a ready market existed for
such assets and may differ materially from the values that may ultimately be received or settled. Further, such assets are
generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If the Group were
required to liquidate a portfolio investment in a forced or liquidation sale, the Group may realise significantly less than the value
at which such investment had previously been recorded.
The selection of appropriate valuation techniques may be affected by the availability of relevant inputs as well as the relative
reliability of the inputs. In some cases, one valuation technique may provide the best indication of fair value while in other
circumstances, multiple valuation techniques may be appropriate. The results of the application of the various techniques may
not be equally representative of fair value, due to factors such as assumptions made in the valuation.
In some situations, the Group may determine it appropriate to evaluate and weigh the results to develop a range of possible
values, with the fair value based on the Group’s assessment of the most representative point within the range.
Investments may be classified as Level 2 when market information becomes available, yet the investment is not traded in an
active market and/or the investment is subject to transfer restrictions, or the valuation is adjusted to reflect illiquidity and/or
non-transferability.
The Group, at times, may hold Level 1 investments and will use the available market quotes to value the investments. As noted
above, these investments may include an illiquid period in which the investment does not have the ability to trade and will be
classified as Level 2.
Valuation of derivative instruments
Forward contracts are typically traded in the over-the-counter (“OTC”) markets and all details of the contract are negotiated
between the counterparties to the agreement. Accordingly, the forward contracts are valued at the forward rate by reference to
the contracts traded in the OTC markets and are classified as Level 2 in the fair value hierarchy. The change in the value of the
forward contracts during the year is recognised as foreign exchange gain/(loss) on the Consolidated Statement of Comprehensive
Income. When the contract is closed, the Group recognises the difference between the value of the contract at the time it was
entered and the value at the time it was closed as foreign exchange gain/(loss).
Fair value disclosures
The following table analyses the fair value hierarchy of the Group’s assets and liabilities measured at fair value at 31 December
2022:
INVESTMENT ASSETS DESIGNATED TOTAL LEVEL 1 LEVEL 2 LEVEL 3
AS HELD AT FAIR VALUE £ £ £ £
Investments in funds 22,474,910 – – 22,474,910
Common stock 17,661,510 4,080,425 491,852 13,089,233
Preferred stock 52,310,062 – – 52,310,062
Warrant 13,902,427 – – 13,902,427
Convertible debt 24,521,800 – – 24,521,800
Total 130,870,709 4,080,425 491,852 126,298,432
TOTAL LEVEL 1 LEVEL 2 LEVEL 3
DERIVATIVE FINANCIAL ASSETS £ £ £ £
Forward foreign exchange contracts 1,081,849 – 1,081,849 –
Total 1,081,849 – 1,081,849 –
TOTAL LEVEL 1 LEVEL 2 LEVEL 3
DERIVATIVE FINANCIAL LIABILITIES £ £ £ £
Forward foreign exchange contracts 3,283,142 – 3,283,142 –
Total 3,283,142 – 3,283,142 –
68 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
68
The following table analyses the fair value hierarchy of the Group’s assets and liabilities measured at fair value at 31 December
2021:
INVESTMENT ASSETS DESIGNATED TOTAL LEVEL 1 LEVEL 2 LEVEL 3
AS HELD AT FAIR VALUE £ £ £ £
Investments in funds 12,531,090 – – 12,531,090
Common stock 49,501,940 11,992,005 21,201,450 16,308,485
Preferred stock 38,090,065 – – 38,090,065
Warrant 20,984,976 – 1,120,366 19,864,610
Convertible debt 20,689,151 – – 20,689,151
Total 141,797,222 11,992,005 22,321,816 107,483,401
TOTAL LEVEL 1 LEVEL 2 LEVEL 3
DERIVATIVE FINANCIAL ASSETS £ £ £ £
Forward foreign exchange contracts 2,069,698 – 2,069,698 –
Total 2,069,698 – 2,069,698 –
TOTAL LEVEL 1 LEVEL 2 LEVEL 3
DERIVATIVE FINANCIAL LIABILITIES £ £ £ £
Forward foreign exchange contracts 1,508,675 – 1,508,675 –
Total 1,508,675 – 1,508,675 –
The following table analyses the fair value hierarchy of the Parent Company’s assets and liabilities measured at fair value at
31 December 2022:
INVESTMENT ASSETS DESIGNATED TOTAL LEVEL 1 LEVEL 2 LEVEL 3
AS HELD AT FAIR VALUE £ £ £ £
Investments in funds 22,474,910 – – 22,474,910
Total 22,474,910 – – 22,474,910
TOTAL LEVEL 1 LEVEL 2 LEVEL 3
DERIVATIVE FINANCIAL ASSETS £ £ £ £
Forward foreign exchange contracts 1,081,849 – 1,081,849 –
Total 1,081,849 – 1,081,849 –
TOTAL LEVEL 1 LEVEL 2 LEVEL 3
DERIVATIVE FINANCIAL LIABILITIES £ £ £ £
Forward foreign exchange contracts 3,283,142 – 3,283,142 –
Total 3,283,142 – 3,283,142 –
The following table analyses the fair value hierarchy of the Parent Company’s assets and liabilities measured at fair value at
31 December 2021:
INVESTMENT ASSETS DESIGNATED TOTAL LEVEL 1 LEVEL 2 LEVEL 3
AS HELD AT FAIR VALUE £ £ £ £
Investments in funds 12,531,090 – – 12,531,090
Total 12,531,090 – – 12,531,090
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VPC SPECIALTY LENDING INVESTMENTS PLC
69
TOTAL LEVEL 1 LEVEL 2 LEVEL 3
DERIVATIVE FINANCIAL ASSETS £ £ £ £
Forward foreign exchange contracts 2,069,698 – 2,069,698 –
Total 2,069,698 – 2,069,698 –
TOTAL LEVEL 1 LEVEL 2 LEVEL 3
DERIVATIVE FINANCIAL LIABILITIES £ £ £ £
Forward foreign exchange contracts 1,508,675 – 1,508,675 –
Total 1,508,675 – 1,508,675 –
There were transfers into Level 3 fair value measurements of $4,485,316 and $nil for the Group during the year ended
31 December 2022 and 31 December 2021, respectively. There were no transfers into and out of Level 3 fair value measurements
for the Parent Company during the years ended 31 December 2022 and 31 December 2021.
The following table presents the movement in Level 3 positions for the year ended 31 December 2022 for the Group:
INVESTMENTS COMMON PREFERED CONVERTIBLE
TOTAL IN FUNDS STOCK STOCK WARRANT DEBT
£ £ £ £ £ £
Beginning balance,
1 January 2022 107,483,401 12,531,090 16,308,485 38,090,065 19,864,610 20,689,151
Purchases 30,030,596 3,556,974 6,607,765 6,511,747 2,602,645 10,751,465
Sales (18,624,490) (428,164) (10,801,119) (687,454) (1,124,097) (5,583,656)
Transfer In (Out) 4,485,316 – 4,485,316 – – –
Net change in unrealised
gains (losses) 2,923,609 6,815,010 (3,511,214) 8,395,704 (7,440,731) (1,335,160)
Ending balance,
31 December 2022 126,298,432 22,474,910 13,089,233 52,310,062 13,902,427 24,521,800
The net change in unrealised gains (losses) is recognised within gains (losses) on investments in the Consolidated Statement of
Comprehensive Income.
The following table presents the movement in Level 3 positions for the year ended 31 December 2021 for the Group:
INVESTMENTS COMMON PREFERED CONVERTIBLE
TOTAL IN FUNDS STOCK STOCK WARRANT DEBT
£ £ £ £ £ £
Beginning balance,
1 January 2021 48,463,617 2,522,367 11,072,305 19,771,889 4,996,048 10,101,008
Purchases 45,439,031 19,086,855 7,661,428 2,250,450 5,338,445 11,101,853
Sales (25,600,304) (16,220,038) (4,899,071) (1,275,157) (2,656,064) (549,974)
Net change in unrealised
gains (losses) 39,181,057 7,141,906 2,473,823 17,342,883 12,186,181 36,264
Ending balance,
31 December 2021 107,483,401 12,531,090 16,308,485 38,090,065 19,864,610 20,689,151
70 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
70
The following table presents the movement in Level 3 positions for the period ended 31 December 2022 for the Parent Company:
INVESTMENTS
IN FUNDS
£
Beginning balance, 1 January 2022 12,531,090
Purchases 3,556,974
Sales (428,164)
Net change in unrealised foreign exchange gains (losses) –
Net change in unrealised gains (losses) 6,815,010
Ending balance, 31 December 2022 22,474,910
The following table presents the movement in Level 3 positions for the period ended 31 December 2021 for the Parent Company:
INVESTMENTS
IN FUNDS
£
Beginning balance, 1 January 2021 2,522,367
Purchases 19,086,855
Sales (16,220,038)
Net change in unrealised foreign exchange gains (losses) (5,567,642)
Net change in unrealised gains (losses) 12,709,548
Ending balance, 31 December 2021 12,531,090
The net change in unrealised gains (losses) is recognised within gains (losses) on investments in the Consolidated Statement of
Comprehensive Income.
Quantitative information regarding the unobservable inputs for Level 3 positions as at 31 December 2022 is given below:
FAIR VALUE AT
31 DECEMBER
2022 VALUATION UNOBSERVABLE
DESCRIPTION £ TECHNIQUE INPUT RANGE
Common stock 5,274,594 Discounted Cash Flows Discount Rate 20.0%
& Multiples Price to Book 1.1x
Price to Earnings 5.7x
Private Company Discount 10.0%
261,649 Public Stock Price N/A N/A
1,693,212 Transaction Price Cost Basis of Investment N/A
4,815,023 Transaction Price/Recent Deal Execution Risk Discount 20.0%
Round Price Recent Round Price per Share $34.86
Illiquidity Discount 30.0%
1,044,755 Net Asset Value SPV N/A N/A
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71
FAIR VALUE AT
31 DECEMBER
2022 VALUATION UNOBSERVABLE
DESCRIPTION £ TECHNIQUE INPUT RANGE
Convertible debt 1,716,747 Probability Weighting Recent Round Price per Share €6,036
Rights & Preferences Discount 20.0%
9,933,062 PV of Expected Discount Rate 23.0%
Proceeds/Discounted
Cash Flows Annual Free Cash Flow Growth Rate 3.0%
Expected Proceeds Discount Rate Range 16.0%
Expected Proceeds Value $24.9M
9,800,392 Transaction Price Cost Basis of Investment N/A
1,156,323 Transaction Price/Recent Recent Round Price per Share $3.41 – $5.56
Round Price Rights & Preferences Discount 20.0%
1,915,276 Yield Analysis Market Yield 13.8 % – 17.1%
Preferred stock 52,310,062 Transaction Price/Recent Rights & Preferences Discount 20.0%
Round Price Recent Round Price per Share $0.30 – €92.17
Price per Share €8.79
Market Risk Discount 5.0% – 20.0%
Illiquidity Discount 20.0%
Investments in funds 22,474,910 Net Asset Value N/A N/A
Warrants 610,074 Black Scholes Price Per Share $0.57 – $5.56
Rights & Preferences Discount 0.0% – 20.0%
Risk Free Rate 4.41%
Term 1.5 – 3.0 years
Volatility 22.3% – 40.0%
Market Risk Discount 20.0%
43,562 Black Scholes/Recent Illiquidity Discount 0.27% – 7.64%
Transaction Price Risk Free Rate 3.99%
Term 4.0 – 4.6 years
Volatility 25.0% – 40.0%
13,248,791 Transaction Price/Recent Deal Execution Risk Discount 20.0%
Round Price Recent Round Price per Share $3.30 – $34.86
Price per Share $1.43 – €6,036
Rights & Preferences Discount 20.0% – 40.0%
Risk Free Rate 4.41%
Term 1.3 – 2.0 years
Volatility 40.0%
Market Risk Discount 5.0% – 20.0%
Total 126,298,432
The investments in funds consist of investments in VPC Synthesis, L.P. and VPC Offshore Unleveraged Private Debt Fund Feeder,
L.P. These are valued based on the NAV as calculated at the balance sheet date. No adjustments have been deemed necessary
to the NAV as it reflects the fair value of the underlying investments, as such no specific unobservable inputs have been
identified. The NAVs are sensitive to movements in interest rates due to the funds’ underlying investment in loans.
If the illiquidity discount of the convertible debt valued based on discounted cash flows increased/decreased by 10% it would
have resulted in an increase/decrease to the total value of those securities of £1,899,353 which would affect the Net gain/(loss)
on investments within the capital return column of the Consolidated Statement of Comprehensive Income.
If the illiquidity discount of the preferred stock valued based on discounted cash flows increased/decreased by 10% it would
have resulted in an increase/decrease to the total value of those securities of £6,276,925 which would affect the Net gain/(loss)
on investments within the capital return column of the Consolidated Statement of Comprehensive Income.
If the volatility rate used for the warrants valued based on a Black Scholes increased/decreased by 10% it would have resulted
in an increase/decrease to the total value of those equity securities of £1,042,220 which would affect the Net gain/(loss) on
investments within the capital return column of the Consolidated Statement of Comprehensive Income.
72 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
72
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
If the price of all the investment assets held at period end, including individually those mentioned above, had
increased/decreased by 10% it would have resulted in an increase/decrease in the total value the investments in funds and
equity securities of £12,526,169 (31 December 2021: £10,600,644) which would affect the Net gain/(loss) on investments within
the capital return column of the Consolidated Statement of Comprehensive Income.
Assets and liabilities not carried at fair value but for which fair value is disclosed
The following table presents the fair value of the Group’s assets and liabilities not measured at fair value through profit and loss
at 31 December 2022 but for which fair value is disclosed. In using a valuation methodology based on the discounting of
forecasted cash flows of the Portfolio Company, significant judgment is required in the development of an appropriate discount
rate to be applied to the forecasted cash flows. In determining the fair value of loans and advances to customers, the expected
future cash flows are discounted back using a discount rate. The discount rate used incorporates market-based yields for similar
credits in the public market and the underlying risk of the individual credit.
CARRYING FAIR MARKET
VALUE VALUE
£ £
Assets
Loans 220,225,329 224,705,680
Total 220,225,329 224,705,680
For all other assets and liabilities not carried at fair value, the carrying value is a reasonable approximation of fair value.
The following table presents the fair value of the Group’s assets and liabilities not measured at fair value through profit and loss
at 31 December 2021 but for which fair value is disclosed. The carrying value has been used where it is a reasonable
approximation of fair value:
CARRYING FAIR MARKET
VALUE VALUE
£ £
Assets
Loans 279,339,002 279,339,002
Total 279,339,002 279,339,002
For all other assets and liabilities not carried at fair value, the carrying value is a reasonable approximation of fair value.
4. DERIVATIVES
Typically, derivative contracts serve as components of the Group’s investment strategy and are utilised primarily to structure and
hedge investments to enhance performance and reduce risk to the Group. In 2022 and 2021, the Group did not designate any
derivatives as hedges for hedge accounting purposes as described under IFRS 9. Derivative instruments are also used for trading
purposes where the Investment Manager believes this would be more effective than investing directly in the underlying financial
instruments. The only derivative contracts that the Group currently holds or issues are forward foreign exchange contracts.
The Group measures its derivative instruments on a fair value basis. See Note 2 for the valuation policy for financial instruments.
Forward contracts
Forward contracts entered into represent a firm commitment to buy or sell an underlying asset, or currency at a specified value
and point in time based upon an agreed or contracted quantity. The realised/unrealised gain or loss is equal to the difference
between the value of the contract at the onset and the value of the contract at settlement date/year end date and is included
in the Consolidated Statement of Comprehensive Income. Notional contract amounts of derivatives indicate the nominal value
of transactions outstanding as of the balance sheet date and do not represent the amounts at risk.
As at 31 December 2022, the following forward foreign exchange contracts were included in the Group’s Consolidated Statement
of Financial Position at fair value through profit or loss and the Parent Company’s Statement of Financial Position at fair value
through profit or loss and all have a maturity of less than three months from 31 December 2022:
73
VPC SPECIALTY LENDING INVESTMENTS PLC
73
FAIR VALUE FAIR VALUE
AS AT 31 DECEMBER 2022 NOTIONAL (£) ASSETS (£) LIABILITIES (£)
Foreign Exchange Rate Contracts 693,888,170 1,081,849 (3,283,142)
As at 31 December 2021, the following forward foreign exchange contracts were included in the Group’s Consolidated Statement
of Financial Position at fair value through profit or loss and the Parent Company’s Statement of Financial Position at fair value
through profit or loss and all have a maturity of less than three months from 31 December 2021:
FAIR VALUE FAIR VALUE
AS AT 31 DECEMBER 2021 NOTIONAL (£) ASSETS (£) LIABILITIES (£)
Foreign Exchange Rate Contracts 334,162,068 2,069,698 (1,508,675)
The following tables provide information on the financial impact of netting for instruments subject to an enforceable master
netting arrangement or similar agreement at 31 December 2022 for both the Parent Company and the Group:
GROSS
AMOUNTS OF NET AMOUNTS RELATED AMOUNTS NOT
FINANCIAL OF RECOGNISED ELIGIBLE TO BE SET-OFF IN
GROSS LIABILITIES TO BE ASSETS THE STATEMENT
AMOUNTS OF SET-OFF IN THE PRESENTED IN OF FINANCIAL POSITION
RECOGNISED STATEMENT OF THE STATEMENT
FINANCIAL FINANCIAL OF FINANCIAL FINANCIAL COLLATERAL NET
ASSETS POSITION POSITION INSTRUMENTS RECEIVED AMOUNT
AS AT 31 DECEMBER 2022 £ £ £ £ ££
Foreign Exchange Contracts 12,068,610 (10,986,761) 1,081,849 – – 1,081,849
Total 12,068,610 (10,986,761) 1,081,849 – – 1,081,849
GROSS
AMOUNTS OF NET AMOUNTS RELATED AMOUNTS NOT
FINANCIAL OF RECOGNISED ELIGIBLE TO BE SET-OFF IN
GROSS ASSETS TO BE LIABILITIES THE STATEMENT
AMOUNTS OF SET-OFF IN THE PRESENTED IN OF FINANCIAL POSITION
RECOGNISED STATEMENT OF THE STATEMENT
FINANCIAL FINANCIAL OF FINANCIAL FINANCIAL COLLATERAL NET
LIABILITIES POSITION POSITION INSTRUMENTS RECEIVED AMOUNT
AS AT 31 DECEMBER 2022 £ £ £ £ ££
Foreign Exchange Contracts 14,269,903 (10,986,761) 3,283,142 – – 3,283,142
Total 14,269,903 (10,986,761) 3,283,142 – – 3,283,142
The following tables provide information on the financial impact of netting for instruments subject to an enforceable master
netting arrangement or similar agreement at 31 December 2021 for both the Parent Company and the Group:
GROSS
AMOUNTS OF NET AMOUNTS RELATED AMOUNTS NOT
FINANCIAL OF RECOGNISED ELIGIBLE TO BE SET-OFF IN
GROSS LIABILITIES TO BE ASSETS THE STATEMENT
AMOUNTS OF SET-OFF IN THE PRESENTED IN OF FINANCIAL POSITION
RECOGNISED STATEMENT OF THE STATEMENT
FINANCIAL FINANCIAL OF FINANCIAL FINANCIAL COLLATERAL NET
ASSETS POSITION POSITION INSTRUMENTS RECEIVED AMOUNT
AS AT 31 DECEMBER 2021 £ £ £ £ ££
Foreign Exchange Contracts 3,193,548 (1,123,850) 2,069,698 – – 2,069,698
Total 3,193,548 (1,123,850) 2,069,698 – – 2,069,698
74 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
74
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GROSS
AMOUNTS OF NET AMOUNTS RELATED AMOUNTS NOT
FINANCIAL OF RECOGNISED ELIGIBLE TO BE SET-OFF IN
GROSS ASSETS TO BE LIABILITIES THE STATEMENT
AMOUNTS OF SET-OFF IN THE PRESENTED IN OF FINANCIAL POSITION
RECOGNISED STATEMENT OF THE STATEMENT
FINANCIAL FINANCIAL OF FINANCIAL FINANCIAL COLLATERAL NET
LIABILITIES POSITION POSITION INSTRUMENTS RECEIVED AMOUNT
AS AT 31 DECEMBER 2021 £ £ £ £ ££
Foreign Exchange Contracts 2,632,525 (1,123,850) 1,508,675 – – 1,508,675
Total 2,632,525 (1,123,850) 1,508,675 – – 1,508,675
5. INCOME AND GAINS ON INVESTMENTS AND LOANS
Interest income in the amount of £33,917,279 (31 December 2021: £33,158,150) has been allocated to revenue and £nil
(31 December 2021: £nil) has been allocated to capital in line with the Group’s policy as set out in Note 2.
31 DECEMBER 31 DECEMBER
2022 2021
£ £
Other Income
Distributable income from investments in funds 6,294,501 1,265,158
Interest income from investment assets designated as held at fair
value through profit or loss 288,503 2,088,723
Other income 835,005 1,065,739
Total 7,418,009 4,419,620
31 DECEMBER 31 DECEMBER
2022 2021
£ £
Net gains (losses) on investments
Realised loss on sale of investments (1,924,340) (239,441)
Unrealised gains on investment in funds (377,775) 7,141,906
Unrealised (loss) gains on equity securities (40,312,876) 60,212,530
Total (42,614,991) 67,114,995
The Group received £20,662,359 from investments held at fair market value sold during the year. The cost of these investments
sold were £22,586,699. These investments have been revalued over time and until they were sold any unrealised gains/losses
were included in the fair value of the investments.
6. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
Introduction
Risk is inherent in the Group’s activities, but it is managed through a process of ongoing identification, measurement and
monitoring, subject to risk limits and other controls. The Group is exposed to market risk (which includes currency risk, interest
rate risk and other price risk), credit risk and liquidity risk arising from the financial instruments held by the Group.
Risk management structure
The Directors are ultimately responsible for identifying and controlling risks. Day to day management of the risks arising from
the financial instruments held by the Group has been delegated to Victory Park Capital Advisors, LLC as Investment Manager to
the Parent Company and the Group.
75
VPC SPECIALTY LENDING INVESTMENTS PLC
75
The Investment Manager regularly reviews the investment portfolio and industry developments to ensure that any events which
impact the Group are identified and considered. This also ensures that any risks affecting the investment portfolio are identified
and mitigated to the fullest extent possible.
The Group has no employees, and the Directors have all been appointed on a Non-Executive basis. Whilst the Group has taken
all reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its
obligations, the Group is reliant upon the performance of third-party service providers for its executive function. In particular,
the Investment Manager, the Custodian, the Administrator, the Corporate Secretary and the Registrar will be performing services
which are integral to the operation of the Group. Failure by any service provider to carry out its obligations to the Group in
accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Group.
In seeking to implement the investment objectives of the Parent Company while limiting risk, the Parent Company and the
Group are subject to the investment limits restrictions set out in the Credit Risk section of this note.
Market risk (incorporating price, interest rate and currency risks)
Market risk is the risk of loss arising from movements in observable market variables such as foreign exchange rates, equity
prices and interest rates. The Group is exposed to market risk primarily through its Financial Instruments.
Market price risk
The Group is exposed to price risk arising from the investments held by the Group for which prices in the future are
uncertain. The investment in funds and equity investments are exposed to market price risk. Refer to Note 3 for further
details on the sensitivity of the Group’s Level 3 investments to price risk.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of
financial instruments.
The Group is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on
its financial position and cash flows. Due to the nature of the investments at 31 December 2022, the Group has limited
exposure to variations in interest rates as the key components of interest rates are fixed and determinable or variable
based on the size of the loan.
While the Group is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest
rates on its financial position and cash flows, the downside exposure of the Group is limited at 31 December 2022 due to
the fixed rate nature of the investments or interest rate floors that are in place on most of the Group’s variable interest
rate loans. The interest rate floors that are in place on most of the Group’s variable interest rate loans reduces the potential
impact that a decrease in rates would have on the Group’s investments.
As at 31 December 2022, if interest rates had increased by 1%, with all other variables held constant, the change in 12 months
of future cash flows on the current investment portfolio, including both interest income and expense, would have been
£814,989 (31 December 2021: 480,654). As at 31 December 2022, if interest rates had decreased by 1%, with all other variables
held constant, the change in 12 months of future cash flows on the current investment portfolio, including both interest
income and expense, would be £(814,989) (31 December 2021: £nil) due to the floors in place on the Group’s investments.
The Group does not intend to hedge interest rate risk on a regular basis. However, where it enters floating rate liabilities
against fixed-rate loans, it may at its sole discretion seek to hedge out the interest rate exposure, taking into consideration
amongst other things the cost of hedging and the general interest rate environment.
Effect of IBOR reform
Following the financial crisis, the reform and replacement of benchmark interest rates such as LIBOR and other inter-bank
offered rates (‘IBORs’) has become a priority for global regulators. There remains some uncertainty around the timing and
precise nature of these changes.
The effect of a discontinuation of the above investments has had little impact to the Group as the underlying financial
instruments have little to no exposure to any reference rates that are yet to transition apart from USD LIBOR at the
portfolio company level. It is difficult to predict the full impact of the transition away from USD LIBOR until new reference
rates and fallbacks are commercially accepted. Any USD LIBOR rates to which the Group is exposed will cease or become
non-representative immediately after 30 June 2023.
76 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
76
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The following table contains details of all of the financial instruments that the Group holds at 31 December 2022 which
reference LIBOR and have not yet transitioned to an alternative interest rate benchmark.
AS AT 31 DECEMBER 2022 ASSETS LIABILITIES
Assets and liabilities exposed to USD LIBOR £ £
Loans at amortised cost 168,736,615 –
Notes Payable – 94,669,284
Total exposure 168,736,615 94,669,284
AS AT 31 DECEMBER 2021 ASSETS LIABILITIES
Assets and liabilities exposed to USD LIBOR £ £
Loans at amortised cost 261,955,830 –
Notes Payable – 107,267,260
Total exposure 261,955,830 107,267,260
Currency risk
Currency risk is the risk that the value of net assets will fluctuate due to changes in foreign exchange rates. Relevant risk
variables are generally movements in the exchange rates of non-functional currencies in which the Group holds financial
assets and liabilities.
The assets of the Group as at 31 December 2022 were invested in assets which were denominated in US Dollar, Euro,
Australian Dollar, Pound Sterling and other currencies. Accordingly, the value of such assets may be affected favourably or
unfavourably by fluctuations in currency rates. The Group hedges currency exposure between Pound Sterling and any
other currency in which the Group’s assets may be denominated, in particular US Dollars, Australian Dollars, and Euros.
The Group continuously monitors for fluctuations in currency rates. The Group performs stress tests and liquidity
projections to determine how much cash should be held back to meet potential future obligations to settle margin calls
arising from foreign exchange hedging.
Micro and small cap company investing risk
The Group will generally invest with companies that are small, not widely known and not widely held. Small companies tend to
be more vulnerable to adverse developments than larger companies and may have little or no track records. Small companies
may have limited product lines, markets, or financial resources, and may depend on less seasoned management. Their securities
may trade infrequently and in limited volumes. It may take a relatively long period of time to accumulate an investment in a
particular issue in order to minimise the effect of purchases on market price. Similarly, it could be difficult to dispose of such
investments on a timely basis without adversely affecting market prices. As a result, the prices of these securities may fluctuate
more than the prices of larger, more widely traded companies. Also, there may be less publicly available information about small
companies or less market interest in their securities compared to larger companies, and it may take longer for the prices of these
securities to reflect the full value of their issuers’ earnings potential or assets.
Gearing and borrowing risk
Whilst the use of borrowings by the Group should enhance the net asset value of an investment when the value of an
investment’s underlying assets is rising, it will, however, have the opposite effect where the underlying asset value is falling. In
addition, in the event that an investment’s income falls for whatever reason, the use of borrowings will increase the impact of
such a fall on the net revenue of the Group’s investment and accordingly will have an adverse effect on the ability of the
investment to make distributions to the Group. This risk is mitigated by limiting borrowings to ring-fenced Special-Purpose
Vehicles (“SPVs”) without recourse to the Group and employing gearing in a disciplined manner.
Concentration of foreign currency exposure
The Investment Manager monitors the fluctuations in foreign currency exchange rates and may use forward foreign exchange
contracts to hedge the currency exposure of the Parent Company and Group’s non-Pound Sterling denominated investments.
The Investment Manager re-examines the currency exposure on a regular basis in each currency and manages the Parent
Company’s currency exposure in accordance with market expectations.
77
VPC SPECIALTY LENDING INVESTMENTS PLC
77
The below table presents the net exposure to foreign currency at 31 December 2022. The table includes forward foreign
exchange contracts at their notional exposure value and excludes all GBP assets and liabilities recorded on the Group’s
Consolidated Statement of Financial Position. If the GBP exchange rate simultaneously increased/decreased by 10% against the
below currencies, the impact on profit would be an increase/decrease of £1,189,960. 10% is considered to be a reasonably
possible movement in foreign exchange rates. The table above includes the exposure of the non-consolidated interest
investment in the Group.
FORWARD NET
ASSETS LIABILITIES CONTRACTS EXPOSURE
31 DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER
2022 2022 2022 2022
£ £ £ £
Euro 9,456,293 – 15,395,790 (5,939,497)
US Dollar 341,615,281 (94,669,284) 239,923,214 7,022,783
Swiss Francs 10,649,047 – – 10,649,047
Australian Dollars 167,266 – – 167,266
The below table presents the net exposure to foreign currency at 31 December 2021. The table includes forward foreign
exchange contracts at their notional exposure value and excludes all GBP assets and liabilities recorded on the Group’s
Consolidated Statement of Financial Position.
FORWARD NET
ASSETS LIABILITIES CONTRACTS EXPOSURE
31 DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER
2021 2021 2021 2021
£ £ £ £
Euro 8,010,560 – 10,656,310 (2,645,750)
US Dollar 402,708,565 (107,267,260) 320,884,955 (25,443,650)
Swiss Francs 10,238,876 – – 10,238,876
Australian Dollars 2,591,233 – 2,620,803 (29,570)
The table below presents the net exposure to foreign currency at 31 December 2022. The table includes forward foreign
exchange contracts at their notional exposure value and excludes all GBP assets and liabilities recorded on the Parent Company’s
Statement of Financial Position.
FORWARD NET
ASSETS LIABILITIES CONTRACTS EXPOSURE
31 DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER
2022 2022 2022 2022
£ £ £ £
Euro 9,456,293 – 15,395,790 (5,939,497)
US Dollar 246,945,997 – 239,923,214 7,022,783
Swiss Francs 10,649,047 – – 10,649,047
Australian Dollars 167,266 – – 167,266
If the GBP exchange rate simultaneously increased/decreased by 10% against the above currencies, the impact on profit would
be an increase/decrease of £1,189,960. 10% is considered to be a reasonably possible movement in foreign exchange rates.
The table below presents the net exposure to foreign currency at 31 December 2021. The table includes forward foreign
exchange contracts at their notional exposure value and excludes all GBP assets and liabilities recorded on the Parent Company’s
Statement of Financial Position.
78 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
78
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
FORWARD NET
ASSETS LIABILITIES CONTRACTS EXPOSURE
31 DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER
2021 2021 2021 2021
£ £ £ £
Euro 8,010,560 – 10,656,310 (2,645,750)
US Dollar 295,395,347 – 320,884,955 (25,489,608)
Swiss Francs 10,238,876 – – 10,238,876
Australian Dollars 2,591,233 – 2,620,803 (29,570)
Liquidity risk
Liquidity risk is defined as the risk that the Group may not be able to settle or meet its obligations on time or at a reasonable
price. Ordinary Shares are not redeemable at the holder’s option.
The maturities of the non-current financial liabilities are disclosed in Note 8. The following tables show the contractual maturity
of the financial assets and financial liabilities of the Group as at 31 December 2022:
WITHIN ONE TO OVER FIVE
ONE YEAR FIVE YEARS YEARS TOTAL
£ £ £ £
Assets
Loans 142,426,534 77,798,795 – 220,225,329
Cash and cash equivalents 15,538,602 – – 15,538,602
Cash posted as collateral 2,222,734 – – 2,222,734
Interest receivable 5,848,979 – – 5,848,979
Dividend receivable 4,735 – – 4,735
Other assets and prepaid expenses 2,190,718 – – 2,190,718
Total 168,232,302 77,798,795 – 246,031,097
WITHIN ONE TO OVER FIVE
ONE YEAR FIVE YEARS YEARS TOTAL
£ £ £ £
Liabilities
Notes payable – 94,669,284 – 94,669,284
Management fee payable 97,785 – – 97,785
Performance fee payable – – – –
Deferred income 41,201 – – 41,201
Due to broker 4,848,569 – – 4,848,569
Other liabilities and accrued expenses 1,753,109 – – 1,753,109
Total 6,740,664 94,669,284 – 101,409,948
79
VPC SPECIALTY LENDING INVESTMENTS PLC
79
The following tables show the contractual maturity of the financial assets and financial liabilities of the Group as at 31 December 2021:
WITHIN ONE TO OVER FIVE
ONE YEAR FIVE YEARS YEARS TOTAL
£ £ £ £
Assets
Loans 29,270,006 250,068,996 – 279,339,002
Cash and cash equivalents 6,300,572 – – 6,300,572
Cash posted as collateral 4,133,588 – – 4,133,588
Interest receivable 4,708,481 – – 4,708,481
Dividend receivable 3,996 – – 3,996
Other assets and prepaid expenses 2,877,815 – – 2,877,815
Total 47,294,458 250,068,996 – 297,363,454
WITHIN ONE TO OVER FIVE
ONE YEAR FIVE YEARS YEARS TOTAL
£ £ £ £
Liabilities
Notes payable – 19,834,365 87,432,895 107,267,260
Management fee payable 155,399 – – 155,399
Performance fee payable 12,913,280 – – 12,913,280
Deferred income 174,603 – – 174,603
Other liabilities and accrued expenses 1,550,415 – – 1,550,415
Total 14,793,697 19,834,365 87,432,895 122,060,957
The Investment Manager manages the Group’s liquidity risk by investing primarily in a diverse portfolio of assets. At
31 December 2022, the Group had investments in 48 Portfolio Companies (31 December 2021: 48 Portfolio Companies). At
31 December 2022, 65% of the loans had a stated maturity date of less than a year (31 December 2021: 10%).
The Group and Parent Company continuously monitor for fluctuation in currency rates. The Parent Company performs stress tests
and liquidity projections to determine how much cash should be held back to meet potential future obligations to settle margin
calls arising from foreign exchange hedging.
As at 31 December 2022, £15.7 million (31 December 2021: £19.8 million) of the Group’s liabilities relating to principal and
interest payments are tied directly to the performance of investment assets that mature on or near the same date as the
investment liability. The amounts above represent the values as at 31 December 2022 and do not project cash flows until
maturity of the investment liabilities.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge
an obligation. The Group’s credit risks arise principally through exposures to loans acquired by the Group, which are subject to
risk of borrower default. The ability of the Group to earn revenue is completely dependent upon payments being made by the
borrower, such as adverse movements in investment markets.
The Group will invest across various Portfolio Companies, asset classes, geographies (primarily United States, United Kingdom,
Europe and Latin America) and credit bands in order to ensure diversification and to seek to mitigate concentration risks.
Under the Asset Backed Lending Model, the Group provides a floating rate credit facility to the portfolio company most commonly
via an SPV, which retains Debt Instruments that are originated by the portfolio company. The debt financing is typically arranged
in the form of a senior secured facility and the portfolio company injects junior capital in the SPV, which provides significant first
loss protection to the Group and excess spread. The Group’s asset backed investments are loans to SPVs or other entities that are
capitalised and actively managed by the portfolio companies in their capacity as both the owner and managing partner of the SPVs
80 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
80
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
and the SPVs are not considered structured entities under IFRS 12. Refer to pages 10 to 11 for further details on the structuring of
the lending investments of the Group.
There are no loans past due which are not impaired. Refer to Note 9.
Credit quality
The credit quality of loans is assessed through the evaluation of various factors, including (but not limited to) credit scores,
payment data, collateral and other information. Set out below is the analysis of the Group’s loan investments by grade,
geography, and sector:
TOTAL
31 DECEMBER
FINTECH eCOMMERCE LEGAL FINANCE 2022
INTERNAL GRADE £ £ £ £
Stage 1
A – 1 35,552,643 12,444,752 – 47,997,395
A – 2 101,982,526 23,312,077 – 125,294,603
B 19,550,356 4,058,917 9,148,556 32,757,829
C – – – –
Total 157,085,525 39,815,746 9,148,556 206,049,827
Stage 2
A – 1 – – – –
A – 2 – 18,607,769 – 18,607,769
B – – – –
C – – – –
Total – 18,607,769 – 18,607,769
Stage 3
A – 1 – – – –
A – 2 – – – –
B – – – –
C 11,952,754 – – 11,952,754
Total 11,952,754 – – 11,952,754
TOTAL
UNITED LATIN 31 DECEMBER
STATES AMERICA EUROPE ASIA 2022
INTERNAL GRADE £ £ £ £ £
Stage 1
A – 1 47,997,395 – – – 47,997,395
A – 2 72,452,114 30,513,572 15,049,798 7,279,119 125,294,603
B 17,413,809 – 4,058,917 11,285,103 32,757,829
C – – – – –
Total 137,863,318 30,513,572 19,108,715 18,564,222 206,049,827
81
VPC SPECIALTY LENDING INVESTMENTS PLC
81
TOTAL
UNITED LATIN 31 DECEMBER
STATES AMERICA EUROPE ASIA 2022
INTERNAL GRADE £ £ £ £ £
Stage 2
A – 1 – – – – –
A – 2 18,607,769 – – –18,607,769
B – – – – –
C – – – – –
Total 18,607,769 – – –18,607,769
Stage 3
A – 1 – – – – –
A – 2 – – – – –
B – – – – –
C – – 11,952,754 – 11,952,754
Total – – 11,952,754 – 11,952,754
TOTAL
31 DECEMBER
FINTECH eCOMMERCE LEGAL FINANCE 2021
INTERNAL GRADE £ £ £ £
Stage 1
A – 1 42,399,368 15,229,645 – 57,629,013
A – 2 144,483,270 49,803,839 4,216,832 198,503,941
B 9,917,622 3,470,478 8,182,974 21,571,074
C – – – –
Total 196,800,260 68,503,962 12,399,806 277,704,028
Stage 2
A – 1 – – – –
A – 2 – – – –
B – – – –
C – – – –
Total – – – –
82 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
82
TOTAL
31 DECEMBER
FINTECH eCOMMERCE LEGAL FINANCE 2021
INTERNAL GRADE £ £ £ £
Stage 3
A – 1 – – – –
A – 2 – – – –
B – – – –
C 14,098,947 – – 14,098,947
Total 14,098,947 – – 14,098,947
TOTAL
UNITED LATIN 31 DECEMBER
STATES AMERICA EUROPE ASIA 2021
INTERNAL GRADE £ £ £ £ £
Stage 1
A – 1 57,629,013 – – –57,629,013
A – 2 123,954,264 48,352,882 13,417,801 12,778,994 198,503,941
B 18,100,596 – 3,470,478 – 21,571,074
C – – – – –
Total 199,683,873 48,352,882 16,888,279 12,778,994 277,704,028
Stage 2
A – 1 – – – – –
A – 2 – – – – –
B – – – – –
C – – – – –
Total – – – – –
Stage 3
A – 1 – – – – –
A – 2 – – – – –
B – – – – –
C – – 14,098,947 – 14,098,947
Total – – 14,098,947 – 14,098,947
INTERNAL GRADE DEFINITION
A – 1 Asset backed loans structured with credit enhancement and strong operating liquidity positions
A – 2 High credit quality borrowers or asset backed loans structured with credit enhancement
B High credit quality borrowers with some indicators of credit risk or asset backed loans with
limited structural credit enhancement
C Borrowers with elevated levels of credit risk
83
VPC SPECIALTY LENDING INVESTMENTS PLC
83
The following investment limits and restrictions shall apply to the Group, to ensure that the diversification of the Group’s
portfolio is maintained, and that concentration risk is limited:
Portfolio Company restrictions
The Group does not intend to invest more than 20% of its Gross Assets in Debt Instruments (net of any gearing ring-fenced
within any special purpose vehicle which would be without recourse to the Group), originated by, and/or Credit Facilities and
equity instruments in, any single Portfolio Company, calculated at the time of investment. All such aggregate exposure to any
single Portfolio Company (including investments via a special purpose vehicle) will always be subject to an absolute maximum,
calculated at the time of investment, of 25% of the Group’s Gross Assets.
Asset class restrictions
The Group does not intend to acquire Debt Instruments for a term longer than five years. The Group will not invest more than
20% of its Gross Assets, at the time of investment, via any single investment fund investing in Debt Instruments and Credit
Facilities. In any event, the Group will not invest, in aggregate, more than 60% of its Gross Assets, at the time of investment, in
investment funds that invest in Debt Instruments and Credit Facilities.
The Group will not invest more than 10% of its Gross Assets, at the time of investment, in other listed closed-ended investment
funds, whether managed by the Investment Manager or not, except that this restriction shall not apply to investments in listed
closed-ended investment funds which themselves have stated investment policies to invest no more than 15% of their gross
assets in other listed closed-ended investment funds.
The following restrictions apply, in each case at the time of investment by the Group, to both Debt Instruments acquired by the
Group via wholly owned special purpose vehicles or partially-owned special purpose vehicles on a proportionate basis under the
Marketplace Model, as well as on a look-through basis under the Asset Backed Lending Model and to any Debt Instruments held
by another investment fund in which the Group invests:
No single consumer loan acquired by the Group shall exceed 0.25% of its Gross Assets.
No single SME loan acquired by the Group shall exceed 5.0% of its Gross Assets. For the avoidance of doubt, Credit
Facilities entered into directly with Platforms are not considered SME loans.
No single trade receivable asset acquired by the Group shall exceed 5.0% of its Gross Assets.
Other restrictions
The Group’s un-invested or surplus capital or assets may be invested in Cash Instruments for cash management purposes and
with a view to enhancing returns to Shareholders or mitigating credit exposure.
Maximum credit exposure
The carrying value of the Group’s loan investments represents the maximum credit exposure of the Group.
7. CASH AND CASH EQUIVALENTS
PARENT PARENT
GROUP GROUP COMPANY COMPANY
31 DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER
2022 2021 2022 2021
£ £ £ £
Cash held at bank 15,538,602 6,300,572 4,640,647 4,301,574
Total 15,538,602 6,300,572 4,640,647 4,301,574
The Parent Company has posted cash collateral of £1,140,000 as at 31 December 2022 (31 December 2021: £3,010,000) with
Goldman Sachs and cash of £1,082,734 (31 December 2021: £1,123,927) with Morgan Stanley in relation to the outstanding
derivatives. A portion of the Cash and cash equivalents balance is held as collateral for an underlying loan and the balance is
also reflected as a liability under Due to broker on the Consolidated and Parent Company Statement of Financial Position.
84 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
84
Below are the credit ratings of the banks where the Parent Company and Group hold cash as at 31 December 2022 from
Moody’s:
BANK RATING
Northern Trust A2
Goldman Sachs A2
Morgan Stanley A1
Keybank A1
Wells Fargo A1
Bank of America A2
8. NOTES PAYABLE
The Group entered into contractual obligations with a third party to structurally subordinate a portion of the principal directly
attributable to existing investments. The cash flows received by the Group from the underlying investments are used to pay the
lender principal, interest, and draw fees based upon the stated terms of the Credit Facility. Unless due to a fraudulent act, as
defined by the Credit Facilities, none of the Group’s other investment assets can be used to satisfy the obligations of the Credit
Facilities in the event that those obligations cannot be met by the subsidiaries. Each subsidiary with a Credit Facility is a
bankruptcy remote entity.
Notes payable is inclusive of unrealised foreign exchange losses of £12.8 and £4.6 million as of December 31, 2022 and 2021,
respectively. Due to cash settlements the occurred during the period in a foreign currency and translated into GBP, these
previously unrealised losses have been realised in cash in the period during which the purchase/sale had occurred.
The table below provides details of the outstanding debt of the Group at 31 December 2022:
OUTSTANDING
INTEREST PRINCIPAL
31 DECEMBER 2022 RATE £ MATURITY
Credit Facility 03-2021 3.95% + 1M LIBOR 79,010,738 1 March 2027
Total 79,010,738
The table below provides details of the outstanding debt of the Group at 31 December 2021:
OUTSTANDING
INTEREST PRINCIPAL
31 DECEMBER 2021 RATE £ MATURITY
Credit Facility 03-2021 3.95% + 1M LIBOR 87,432,895 1 March 2027
Total 87,432,895
The Group entered into contractual obligations with a third party to structurally subordinate a portion of principal directly
attributable to an existing loan facility. The Group is obligated to pay a commitment fee and interest to the third party on the
obligation as interest is paid on the underlying loan facility. In the event of a default on the loan facility, the third party has
first-out participation rights on the accrued and unpaid interest as well as the principal balance of the note.
The table below provides details of the outstanding first-out participation liabilities of the Group at 31 December 2022:
OUTSTANDING
PRINCIPAL
31 DECEMBER 2022 £ MATURITY
First-Out Participation 04-2019 15,658,546 1 January 2024
Total 15,658,546
85
VPC SPECIALTY LENDING INVESTMENTS PLC
85
The table below provides details of the outstanding first-out participation liabilities of the Group at 31 December 2021:
OUTSTANDING
PRINCIPAL
31 DECEMBER 2021 £ MATURITY
First-Out Participation 03-2017 18,181,601 1 January 2024
First-Out Participation 04-2019 1,652,764 1 January 2024
Total 19,834,365
The table below provides the movement of the notes payable and securities sold under agreements to repurchase for the year
ended 31 December 2022 for the Group.
NOTES
PAYABLE
£
Beginning balance, 1 January 2022 107,267,260
Purchases 11,874,530
Sales (37,295,732)
Net change in unrealised foreign exchange gains 12,823,226
Ending balance, 31 December 2022 94,669,284
The table below provides the movement of the notes payable and securities sold under agreements to repurchase for the year
ended 31 December 2021 for the Group.
NOTES
PAYABLE
£
Beginning balance, 1 January 2021 86,087,183
Purchases 179,944,080
Sales (163,403,782)
Net change in unrealised foreign exchange gains (losses) 4,639,779
Ending balance, 31 December 2021 107,267,260
9. IMPAIRMENT OF FINANCIAL ASSETS AT AMORTISED COST
The table below provides details of the investments at amortised cost held by the Group as at 31 December 2022 under IFRS 9:
COST BEFORE CARRYING
ECL ECL VALUE
£ £ £
Loans at amortised cost 236,610,350 16,385,021 220,225,329
Total 236,610,350 16,385,021 220,225,329
During the year ended 31 December 2022, £2,035,759 of loans were written off, all of which were previously fully reserved.
86 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
86
The table below provides details of the investments at amortised cost held by the Group as at 31 December 2021 under IFRS 9:
COST BEFORE CARRYING
ECL ECL VALUE
£ £ £
Loans at amortised cost 291,802,975 12,463,973 279,339,002
Total 291,802,975 12,463,973 279,339,002
During the year ended 31 December 2021, no loans were written off.
The Parent Company does not hold any loans.
Credit impairment losses
The credit impairment losses of the Group for the year ended 31 December 2022 comprises of the following under IFRS 9:
CREDIT IMPAIRMENT LOSSES
31 DECEMBER 2022
£
Change in expected credit losses 5,956,807
Currency translation on expected credit losses –
Credit impairment losses 5,956,807
The impairment charge of the Group for the year ended 31 December 2021 comprises of the following under IFRS 9:
CREDIT IMPAIRMENT LOSSES
31 DECEMBER 2021
£
Loans recovered (358,867)
Change in expected credit losses 3,974,814
Currency translation on expected credit losses 20,195
Credit impairment losses 3,636,142
Impairment of loans written off
Impairment charges of loans written off (recovered) of £2,035,759 (31 December 2021: £(358,867)) have been recorded in the
Group’s Consolidated Statement of Financial Position and are included in credit impairment losses on the Consolidated
Statement of Comprehensive Income. All loans written off in 2022 were previously fully reserved.
Provision for expected credit losses
As at 31 December 2022, the Group has created a reserve provision on the outstanding principal of the Group’s loans of
£16,385,021 (31 December 2021: £12,463,973), which have been recorded in the Group’s Consolidated Statement of Financial
Position and are included in Credit impairment losses on the Consolidated Statement of Comprehensive Income.
The allowance for expected credit losses comprised the following during 2022:
31 DECEMBER 2022
£
Beginning balance 1 January 2022 12,463,973
Change in expected credit losses or equivalent 5,956,807
Loans written off (2,035,759)
Ending balance 31 December 2022 16,385,021
87
VPC SPECIALTY LENDING INVESTMENTS PLC
87
The allowance for expected credit losses comprised the following during 2021:
31 DECEMBER 2021
£
Beginning balance 1 January 2021 8,489,159
Change in expected credit losses or equivalent 3,974,814
Ending balance 31 December 2021 12,463,973
Below is a breakout of the provision for expected credit losses by stage of the ECL model as at 31 December 2022:
31 DECEMBER
FINTECH eCOMMERCE LEGAL FINANCE 2022
INTERNAL GRADE £ £ £ £
Stage 1 2,917,873 802,799 149,505 3,870,177
Stage 2 – 562,090 – 562,090
Stage 3 11,952,754 – – 11,952,754
Expected credit losses 14,870,627 1,364,889 149,505 16,385,021
UNITED LATIN 31 DECEMBER
STATES AMERICA EUROPE ASIA 2022
INTERNAL GRADE £ £ £ £ £
Stage 1 3,870,177 – – –3,870,177
Stage 2 562,090 – – –562,090
Stage 3 – – 11,952,754 – 11,952,754
Expected credit losses 4,432,267 – 11,952,754 – 16,385,021
Below is a breakout of the provision for expected credit losses by stage of the ECL model as at 31 December 2021:
31 DECEMBER
FINTECH eCOMMERCE LEGAL FINANCE 2021
INTERNAL GRADE £ £ £ £
Stage 1 – – – –
Stage 2 – – – –
Stage 3 12,463,973 – – 12,463,973
Expected credit losses 12,463,973 – – 12,463,973
UNITED LATIN 31 DECEMBER
STATES AMERICA EUROPE ASIA 2021
INTERNAL GRADE £ £ £ £ £
Stage 1 – – – – –
Stage 2 – – – – –
Stage 3 – – 12,463,973 – 12,463,973
Expected credit losses – – 12,463,973 – 12,463,973
The breakout of the gross value of loans by stage of the ECL model as at 31 December 2022 and 31 December 2021 can be
found in footnote 6. During the year, one investment was moved from Stage 1 to Stage 2 and during the prior year, one
investment was moved from Stage 2 to Stage 3. All write-offs (recoveries) during the current and prior year were on assets that
were considered Stage 3.
88 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
88
10. FEES AND EXPENSES
Investment management fees
Under the terms of the Management Agreement, the Investment Manager is entitled to a management fee and a performance
fee together with reimbursement of reasonable expenses incurred by it in the performance of its duties.
The management fee is payable in Pound Sterling monthly in arrears and is at the rate of 1/12 of 1.0% per month of NAV (the
“Management Fee”). For the period from Admission until the date on which 90% of the net proceeds of the Issue have been
invested or committed for investment (other than in Cash Instruments), the value attributable to any Cash Instruments of the
Group held for investment purposes will be excluded from the calculation of NAV for the purposes of determining the
Management Fee. The management fee expense of the group for the year is £3,840,270 (31 December 2021: £3,802,097), of
which £97,785 (31 December 2021: £155,399) was payable as at 31 December 2022.
The Investment Manager shall not charge a management fee twice. Accordingly, if at any time the Group invests in or through
any other investment fund or special purpose vehicle and a management fee or advisory fee is charged to such investment fund
or special purpose vehicle by the Investment Manager or any of its affiliates, the Investment Manager agrees to either (at the
option of the Investment Manager): (i) waive such management fee or advisory fee due to the Investment Manager or any of its
affiliates in respect of such investment fund or special purpose vehicle, other than the fees charged by the Investment Manager
under the Management Agreement; or (ii) charge the relevant fee to the relevant investment fund or special purpose vehicle,
subject to the cap set out in the paragraph below, and ensure that the value of such investment shall be excluded from the
calculation of the NAV for the purposes of determining the Management Fee payable pursuant to the above.
Notwithstanding the above, where such investment fund or special purpose vehicle employs gearing from third parties and the
Investment Manager or any of its affiliates is entitled to charge it a fee based on gross assets in respect of such investment, the
Investment Manager may not charge a fee greater than 1.0% per annum of gross assets in respect of any investment made by
the Parent Company or any member of the Group.
Performance fees
The performance fee is calculated by reference to the movements in the Adjusted Net Asset Value since the end of the
Calculation Period in respect of which a performance fee was last earned or Admission if no performance fee has yet been
earned. The payment of any performance fees to the Investment Manager will be conditional on the Parent Company achieving
at least a 5.0% per annum total return for shareholders relative to a 30 April 2017 High Water Mark.
The performance fee will be calculated in respect of each 12 month period starting on 1 January and ending on 31 December
in each calendar year (a “Calculation Period”) and provided further that if at the end of what would otherwise be a Calculation
Period no performance fee has been earned in respect of that period, the Calculation Period shall carry on for the next 12 month
period and shall be deemed to be the same Calculation Period and this process shall continue until a performance fee is next
earned at the end of the relevant period. The performance fee expense for the year is £nil (31 December 2021: £12,913,280), of
which none (31 December 2021: £12,913,280) was payable as at 31 December 2022.
The performance fee will be equal to the lower of (i) in each case as at the end of the Calculation Period, an amount equal to
(a) Adjusted Net Asset Value minus the Adjusted Hurdle Value, minus (b) the aggregate of all Performance Fees paid to the
Manager in respect of all previous Calculation Periods; and (ii) the amount by which (a) 15% of the total increase in the Adjusted
Net Asset Value since the Net Asset Value as at 30 April 2017 (being the aggregate of the increase in the Adjusted Net Asset
Value in the relevant Calculation Period and in each previous Calculation Period) exceeds (b) the aggregate of all Performance
Fees paid to the Manager in respect of all previous Calculation Periods. In the foregoing calculation, the Adjusted Net Asset Value
will be adjusted for any increases or decreases in the Net Asset Value attributable to the issue or repurchase of any Ordinary
Shares in order to calculate the total increase in the Net Asset Value attributable to the performance of the Parent Company.
“Adjusted Net Asset Value” means the Net Asset Value plus (a) the aggregate amount of any dividends paid or distributions made
in respect of any Ordinary Shares and (b) the aggregate amount of any dividends or distributions accrued but unpaid in respect
of any Ordinary Shares, plus the amount of any Performance Fees both paid and accrued but unpaid, in each case after the
Effective Date and without duplication. “Adjusted Hurdle Value” means the Net Asset Value as at 30 April 2017 adjusted for any
increases or decreases in the Net Asset Value attributable to the issue or repurchase of any Ordinary Shares increasing at an
uncompounded rate equal to the Hurdle. The “Hurdle” means a 5% per annum total return for shareholders.
89
VPC SPECIALTY LENDING INVESTMENTS PLC
89
The Investment Manager shall not charge a performance fee twice. Accordingly, if at any time the Group invests in or through
any other investment fund, special purpose vehicle or managed account arrangement and a performance fee or carried interest
is charged to such investment fund, special purpose vehicle or managed account arrangement by the Investment Manager or
any of its affiliates, the Investment Manager agrees to (and shall procure that all of its relevant affiliates shall) either (at the
option of the Investment Manager): (i) waive such performance fee or carried interest suffered by the Group by virtue of the
Investment Manager’s (or such relevant affiliate’s/affiliates’) management of (or advisory role in respect of) such investment fund,
special purpose vehicle or managed account, other than the fees charged by the Investment Manager under the Management
Agreement; or (ii) calculate the performance fee as above, except that in making such calculation the NAV (as of the date of the
High Water Mark) and the Adjusted NAV (as of the NAV calculation date) shall not include the value of any assets invested in
any other investment fund, special purpose vehicle or managed account arrangement that is charged a performance fee or
carried interest by the Investment Manager or any of its affiliates (and such performance fee or carried interest is not waived
with respect to the Group).
Administration
The Group has entered into an administration agreement with Citco Fund Administration (Cayman Islands) Limited. The Group
pays to the Administrator an annual administration fee based on the Parent Company’s net assets subject to a monthly minimum
charge.
The Administrator shall also be entitled to be repaid all its reasonable out-of-pocket expenses incurred on behalf of the Group.
All Administrator fees are included in other expenses on the Consolidated Statement of Comprehensive Income.
Secretary
Under the terms of the Company Secretarial Agreement, Link Group is entitled to an annual fee of £75,000 (exclusive of VAT and
disbursements). All Secretary fees are included in other expenses on the Consolidated Statement of Comprehensive Income.
Registrar
Under the terms of the Registrar Agreement, the Registrar is entitled to an annual maintenance fee of £1.25 per Shareholder
account per annum, subject to a minimum fee of £2,500 per annum (exclusive of VAT). All Registrar fees are included in other
expenses on the Consolidated Statement of Comprehensive Income.
Custodian
Under the terms of the Custodian Agreement, Merrill Lynch, Pierce, Fenner & Smith Incorporated is entitled to be paid a fee of
between US$180 and US$500 per annum per holding of securities in an entity. In addition, the Custodian is entitled to be paid
fees up to US$300 per account per annum and other incidental fees. All Custodian fees are included in other expenses on the
Consolidated Statement of Comprehensive Income.
Auditors’ remuneration
For the year ended 31 December 2022, the remuneration for work carried out by PricewaterhouseCoopers LLP, the statutory
auditors, was as follows:
31 DECEMBER 31 DECEMBER
2022 2021
£ £
Fees charged by PricewaterhouseCoopers LLP:
the audit of the Parent Company and Consolidated Financial Statements; and 375,000 317,000
the audit of the Company’s subsidiaries. – 22,300
Amounts are included in other expenses on the Consolidated Statement of Comprehensive Income and are exclusive of VAT.
There were no non-audit services provided by PricewaterhouseCoopers LLP during the year.
90 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
90
11. TAXATION ON ORDINARY ACTIVITIES
Investment trust status
It is the intention of the Directors to conduct the affairs of the Group so as to satisfy the conditions for approval as an
investment trust under section 1158 of the Corporation Taxes Act 2010. As an investment trust the Parent Company is exempt
from corporation tax on capital gains made on investments. Although interest income received would ordinarily be subject to
corporation tax, the Parent Company will receive relief from corporation tax relief to the extent that interest distributions are
made to shareholders. It is the intention of the Parent Company to make sufficient interest distributions so that no corporation
tax liability will arise in the Parent Company.
Any change in the Group’s tax status or in taxation legislation generally could affect the value of the investments held by the
Group, affect the Group’s ability to provide returns to Shareholders, lead to the loss of investment trust status or alter the
post-tax returns to Shareholders.
The following table presents the tax chargeable on the Group for the period ended 31 December 2022:
REVENUE CAPITAL TOTAL
£ £ £
Net return on ordinary activities before taxation 28,016,408 (50,124,474) (22,108,066)
Tax at the standard UK corporation tax rate of 19.00% 5,323,118 – 5,323,118
Effects of:
Non-taxable income (5,323,118) – (5,323,118)
Capital items exempt from corporation tax – – –
Total tax charge – – –
The following table presents the tax chargeable on the Group for the period ended 31 December 2021:
REVENUE CAPITAL TOTAL
£ £ £
Net return on ordinary activities before taxation 21,123,168 52,090,200 73,213,368
Tax at the standard UK corporation tax rate of 19.00% 4,013,402 9,897,138 13,910,540
Effects of:
Non-taxable income (4,013,402) – (4,013,402)
Capital items exempt from corporation tax – (9,897,138) (9,897,138)
Total tax charge – – –
Overseas taxation
The Parent Company and Group may be subject to taxation under the tax rules of the jurisdictions in which they invest,
including by way of withholding of tax from interest and other income receipts. Although the Parent Company and Group will
endeavour to minimise any such taxes this may affect the level of returns to Shareholders of the Parent Company.
12. NET ASSET VALUE PER ORDINARY SHARE
AS AT AS AT
31 DECEMBER 31 DECEMBER
2022 2021
£ £
Net assets attributable to Shareholders of the Parent Company 273,228,406 317,614,784
Ordinary Shares in issue (excluding Treasury Shares) 278,276,392 278,276,392
Net asset value per Ordinary Share 98.19p 114.14p
91
VPC SPECIALTY LENDING INVESTMENTS PLC
91
13. RETURN PER ORDINARY SHARE
Basic earnings per share is calculated using the weighted average number of shares in issue during the year, excluding the
average number of Ordinary Shares purchased by the Parent Company and held as Treasury Shares.
AS AT AS AT
31 DECEMBER 31 DECEMBER
2022 2021
£ £
(Loss) profit for the year (22,124,267) 73,183,772
Average number of Ordinary Shares in issue during the year
(excluding Treasury Shares) 278,276,392 279,617,119
Earnings per Share (basic and diluted) (7.95)p 26.17p
The Parent Company has not issued any shares or other instruments that are considered to have dilutive potential.
14. SHAREHOLDERS’ CAPITAL
Set out below is the issued share capital of the Company as at 31 December 2022. All shares issued are fully paid with none not
fully paid:
NOMINAL
VALUE NUMBER
£ OF SHARES
Ordinary Shares in issue (excluding Treasury Shares) 0.01 278,276,392
Set out below is the issued share capital of the Company as at 31 December 2021. All shares issued are fully paid with none not
fully paid:
NOMINAL
VALUE NUMBER
£ OF SHARES
Ordinary Shares in issue (excluding Treasury Shares) 0.01 278,276,392
Rights attaching to the Ordinary Shares
The holders of the Ordinary Shares are entitled to receive, and to participate in, any dividends declared in relation to the
Ordinary Shares. The holders of the Ordinary Shares shall be entitled to all the Parent Company’s remaining net assets after
taking into account any net assets attributable to other share classes in issue. The Shares shall carry the right to receive notice
of, attend and vote at general meetings of the Parent Company. The consent of the holders of Shares will be required for the
variation of any rights attached to the Ordinary Shares. The net return per Ordinary Share is calculated by dividing the net return
on ordinary activities after taxation by the number of shares in issue.
Voting rights
Subject to any rights or restrictions attached to any shares, on a show of hands every shareholder present in person has one
vote and every proxy present who has been duly appointed by a shareholder entitled to vote has one vote, and on a poll, every
shareholder (whether present in person or by proxy) has one vote for every share of which he is the holder. A shareholder
entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. In the case of
joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the vote of the other joint holders,
and seniority shall be determined by the order in which the names of the holders stand in the Register.
No shareholder shall have any right to vote at any general meeting or at any separate meeting of the holders of any class of
shares, either in person or by proxy, in respect of any share held by him unless all amounts presently payable by him in respect
of that share have been paid.
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
92 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
Variation of Rights & Distribution on Winding Up
Subject to the provisions of the Act as amended and every other statute for the time being in force concerning companies and
affecting the Parent Company (the “Statutes”), if at any time the share capital of the Parent Company is divided into different
classes of shares, the rights attached to any class may be varied either with the consent in writing of the holders of
three-quarters in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at
a separate meeting of the holders of the shares of that class (but not otherwise) and may be so varied either whilst the Parent
Company is a going concern or during or in contemplation of a winding-up.
At every such separate general meeting the necessary quorum shall be at least two persons holding or representing by proxy
at least one-third in nominal value of the issued shares of the class in question (but at any adjourned meeting any holder of
shares of the class present in person or by proxy shall be a quorum), any holder of shares of the class present in person or by
proxy may demand a poll and every such holder shall on a poll have one vote for every share of the class held by him. Where
the rights of some only of the shares of any class are to be varied, the foregoing provisions apply as if each group of shares of
the class differently treated formed a separate class whose rights are to be varied.
The Parent Company has no fixed life but, pursuant to the Articles, an ordinary resolution for the continuation of the Parent
Company will be proposed at the annual general meeting of the Parent Company to be held in 2025 and, if passed, every
five years thereafter. Upon any such resolution, not being passed, proposals will be put forward within three months after the
date of the resolution to the effect that the Parent Company be wound up, liquidated, reconstructed or unitised.
If the Parent Company is wound up, the liquidator may divide among the shareholders in specie the whole or any part of the
assets of the Parent Company and for that purpose may value any assets and determine how the division shall be carried out
as between the shareholders or different classes of shareholders.
The table below shows the movement in shares through 31 December 2022:
SHARES IN SHARES IN
FOR THE YEAR FROM ISSUE AT THE ISSUE AT THE
1 JANUARY 2022 TO BEGINNING OF SHARES END OF
31 DECEMBER 2022 THE PERIOD REPURCHASED THE PERIOD
Ordinary Shares 278,276,392 – 278,276,392
The table below shows the movement in shares through 31 December 2021:
SHARES IN SHARES IN
FOR THE YEAR FROM ISSUE AT THE ISSUE AT THE
1 JANUARY 2021 TO BEGINNING OF SHARES END OF
31 DECEMBER 2021 THE PERIOD REPURCHASED THE PERIOD
Ordinary Shares 282,647,364 (4,370,972) 278,276,392
VPC SPECIALTY LENDING INVESTMENTS PLC
93
Share buyback programme
All Ordinary Shares bought back through the share buyback programme are held in treasury as at 31 December 2022. There
were no share buybacks in 2022.
Details of the share buyback programme during the year ended 31 December 2021 as follows:
ORDINARY AVERAGE LOWEST HIGHEST TOTAL
DATE OF SHARES PRICE PER PRICE PER PRICE PER TREASURY
PURCHASE PURCHASED SHARE SHARE SHARE SHARES
January 2021 – 0.00p 0.00p 0.00p 99,968,301
February 2021 583,465 88.25p 86.65p 88.99p 100,551,766
March 2021 1,587,507 84.01p 82.61p 89.77p 102,139,273
April 2021 550,000 85.56p 85.39p 85.80p 102,689,273
May 2021 600,000 85.63p 85.00p 86.20p 103,289,273
June 2021 1,050,000 84.07p 83.48p 84.07p 104,339,273
July 2021 – 0.00p 0.00p 0.00p 104,339,273
August 2021 – 0.00p 0.00p 0.00p 104,339,273
September 2021 – 0.00p 0.00p 0.00p 104,339,273
October 2021 – 0.00p 0.00p 0.00p 104,339,273
November 2021 – 0.00p 0.00p 0.00p 104,339,273
December 2021 – 0.00p 0.00p 0.00p 104,339,273
Other distributable reserve
During 2022, the Company declared and paid dividends of £nil (2021: £nil) from the other distributable reserve. Further, the cost
of the buyback of Ordinary Shares as detailed above was funded by the other distributable reserve of £nil (2021: £3,741,814).
The closing balance in the other distributable reserve remains at £112,779,146 (31 December 2021: £112,779,146).
15. DIVIDENDS PER SHARE
The following table summarises the amounts recognised as distributions to equity shareholders in the period:
31 DECEMBER 31 DECEMBER
2022 2021
£ £
2020 interim dividend of 2.00 pence per Ordinary Share paid on 1 April 2021 – 5,638,178
2021 interim dividend of 2.00 pence per Ordinary Share paid on 24 June 2021 – 5,586,527
2021 interim dividend of 2.00 pence per Ordinary Share paid on 23 September 2021 – 5,565,528
2021 interim dividend of 2.00 pence per Ordinary Share paid on 23 December 2021 – 5,565,528
2021 interim dividend of 2.00 pence per Ordinary Share paid on 31 March 2022 5,565,527 –
2022 interim dividend of 2.00 pence per Ordinary Share paid on 21 July 2022 5,565,528 –
2022 interim dividend of 2.00 pence per Ordinary Share paid on 6 October 2022 5,565,528 –
2022 interim dividend of 2.00 pence per Ordinary Share paid on 29 December 2022 5,565,528 –
Total 22,262,111 22,355,761
An interim dividend of 2.00 pence per Ordinary Share, equalling £5,565,528, was declared by the Board on 22 February 2023 in
respect of the period to 31 December 2022, was paid to shareholders on 30 March 2023. The interim dividend has not been
included as a liability in these financial statements in accordance with International Accounting Standard 10: Events After the
Balance Sheet Date.
94 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
94
16. RELATED PARTY TRANSACTIONS
Each of the Directors is entitled to receive a fee from the Parent Company at such rate as may be determined in accordance
with the Articles. Save for the Chair of the Board, the fees are £33,000 for each Director per annum. The Chair’s fee is £55,000
per annum. The chair of the Audit and Valuation Committee may also receive additional fees for acting as the chairman of such
a committee. The current fee for serving as the chair of the Audit and Valuation Committee is £5,500 per annum.
All the Directors are also entitled to be paid all reasonable expenses properly incurred by them in attending general meetings,
board or committee meetings or otherwise in connection with the performance of their duties. The Board may determine that
additional remuneration may be paid, from time to time, to any one or more Directors in the event such Director or Directors
are requested by the Board to perform extra or special services on behalf of the Parent Company.
At 31 December 2022, £269,183 (31 December 2021: £193,200) was paid to the Directors and £13,042 (31 December 2021: £nil)
was owed for services performed.
As at 31 December 2022 and 31 December 2021, the Directors’ interests in the Parent Company’s Shares were as follows:
31 DECEMBER 31 DECEMBER
2022 2021
Oliver Grundy Ordinary Shares 30,000 30,000
Mark Katzenellenbogen Ordinary Shares 215,000 215,000
Elizabeth Passey Ordinary Shares 10,000 10,000
Clive Peggram Ordinary Shares 333,240 333,240
Graeme Proudfoot Ordinary Shares 130,000 130,000
Investment management fees for the year ended 31 December 2022 are payable by the Parent Company to the Investment
Manager and these are presented on the Consolidated Statement of Comprehensive Income. Details of investment management
fees and performance fees payable during the year are disclosed in Note 10.
During 2022, as part of an amendment to its management agreement, the Investment Manager continued to purchase Ordinary
Shares of the Parent Company with 20% of its monthly management fee. The Ordinary Shares were purchased at the prevailing
market price. As at 31 December 2022, the Investment Manager has purchased 706,659 (31 December 2021: 4,496,991) Ordinary
Shares.
As at 31 December 2022, Partners and Principals of the Investment Manager held 510,000 (31 December 2021: 510,000) Shares
in the Parent Company.
The Group has invested in VPC Offshore Unleveraged Private Debt Fund Feeder, L.P. The Investment Manager of the Parent
Company also acts as manager to VPC Offshore Unleveraged Private Debt Fund Feeder, L.P. The principal activity of VPC Offshore
Unleveraged Private Debt Fund Feeder, L.P. is to invest in alternative finance investments and related instruments with a view to
achieving the Parent Company’s investment objective. As at 31 December 2022 the Group owned 26% (31 December 2021: 26%)
of VPC Offshore Unleveraged Private Debt Fund Feeder, L.P. and the value of the Group’s investment in VPC Offshore
Unleveraged Private Debt Fund Feeder, L.P. was £1,231,984 (31 December 2021: £1,640,256).
The Group has invested in VPC Synthesis, L.P. The Investment Manager of the Parent Company also acts as manager to VPC
Synthesis, L.P. The principal activity of VPC Synthesis, L.P. is to invest in alternative finance investments and related instruments
with a view to achieving the Parent Company’s investment objective. As at 31 December 2022 the Group owned 4%
(31 December 2021: 4%) of VPC Synthesis, L.P. and the value of the Group’s investment in VPC Synthesis, L.P. was £21,242,926
(31 December 2021: £10,890,834).
The Investment Manager may pay directly various expenses that are attributable to the Group. These expenses are allocated to
and reimbursed by the Group to the Investment Manager as outlined in the Management Agreement. Any excess expense
previously allocated to and paid by the Group to the Investment Manager will be reimbursed to the Group by the Investment
Manager. At 31 December 2022, none (31 December 2021: £23,697) was due to the Investment Manager and is included in the
Accrued expenses and other liabilities balance on the Consolidated Statement of Financial Position.
VPC SPECIALTY LENDING INVESTMENTS PLC
95
17. SUBSIDIARIES
PERCENTAGE PERCENTAGE
OWNERSHIP OWNERSHIP
AS AT AS AT
PRINCIPAL COUNTRY OF NATURE OF 31 DECEMBER 31 DECEMBER
NAME ACTIVITY INCORPORATION INVESTMENT 2022 2021
VPC Specialty Investment vehicle USA Limited partner Sole limited Sole limited
Lending Investments interest partner partner
Intermediate, L.P.
VPC Specialty Investment vehicle USA Limited partner Sole limited Sole limited
Lending Investments interest partner partner
Intermediate
Holdings, L.P.
VPC Specialty General partner USA Membership interest Sole member Sole member
Lending Investments
Intermediate GP, LLC
Fore London, L.P. Investment vehicle UK Limited partner Sole limited Sole limited
interest partner partner
Fore London GP, LLC General partner USA Membership interest Sole member Sole member
Duxbury Court I, L.P. Investment vehicle USA Limited partner 95% 95%
interest
Duxbury Court I GP, LLC General partner USA Membership interest 95% 95%
Drexel I, L.P. Investment vehicle USA Limited partner 52% 52%
interest
Drexel I GP, LLC General partner USA Membership interest 52% 52%
The subsidiaries listed above as investment vehicles are consolidated by the Group and there is no activity to consolidate within
the subsidiaries listed as general partners.
NAME REGISTERED ADDRESS
VPC Specialty Lending Investments Intermediate, L.P. 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606
VPC Specialty Lending Investments Intermediate 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606
Holdings, L.P.
VPC Specialty Lending Investments Intermediate GP, LLC 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606
Fore London, L.P. 6th Floor, 65 Gresham Street, London, EC2V 7NQ United Kingdom
Fore London GP, LLC 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606
Duxbury Court I, L.P. 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606
Duxbury Court I GP, LLC 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606
Drexel I, L.P. 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606
Drexel I GP, LLC 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
96 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
The table below illustrates the movement of the investment in subsidiaries of the Parent Company in 2022:
INVESTMENTS
IN SUBSIDIARIES
£
Beginning balance, 1 January 2022 303,174,979
Purchases 48,397,941
Sales (106,463,368)
Change in fair value of investments in subsidiaries (11,157,708)
Ending balance, 31 December 2022 233,951,844
The table below illustrates the movement of the investment in subsidiaries of the Parent Company in 2021:
INVESTMENTS
IN SUBSIDIARIES
£
Beginning balance, 1 January 2021 257,491,532
Purchases 29,910,829
Sales (45,377,842)
Change in fair value of investments in subsidiaries 61,150,460
Ending balance, 31 December 2021 303,174,979
18. NON-CONTROLLING INTERESTS
The non-controlling interests arises from investments in limited partnerships considered to be controlled subsidiaries into which
there are other investors. The value of the non-controlling interests represents the portion of the NAV of the controlled
subsidiaries attributable to the other investors. As at 31 December 2022, the portion of the NAV attributable to non-controlling
interests investments totalled £nil (31 December 2021: £45,958). In the Consolidated Statement of Comprehensive Income, the
amount attributable to non-controlling interests represents the increase in the fair value of the investment in the period.
The following entities have been consolidated which have non-controlling interests as at 31 December 2022:
PROFIT OR LOSS
OF SUBSIDIARY
PROPORTION ALLOCATED TO
OF OWNERSHIP NON- ACCUMULATED
INTERESTS CONTROLLING NON-
HELD BY INTERESTS CONTROLLING
NON- DURING THE INTERESTS IN
CONTROLLING PERIOD ENDED SUBSIDIARY AS
PRINCIPAL INTERESTS AS AT 31 DECEMBER AT 31 DECEMBER
PLACE OF 31 DECEMBER 2022 2022
NAME OF SUBSIDIARY BUSINESS 2022 £ £
Drexel I, L.P. USA 47% 21,809 –
Duxbury Court I, L.P. USA 5% (5,608) –
Totals 16,201 –
VPC SPECIALTY LENDING INVESTMENTS PLC
97
SUMMARISED FINANCIAL 31 DECEMBER 2022
NAME OF SUBSIDIARY INFORMATION FOR SUBSIDIARY £
Drexel I, L.P. Distributions to non-controlling interests 42,315
Profit/(loss) of subsidiary for period ended 31 December 2022 41,681
Assets as at 31 December 2022 104,584
Liabilities as at 31 December 2022 104,584
Duxbury Court I, L.P. Distributions to non-controlling interests 19,844
Profit/(loss) of subsidiary for period ended 31 December 2022 80,558
Assets as at 31 December 2022 630,907
Liabilities as at 31 December 2022 630,907
The following entities have been consolidated which have non-controlling interests as at 31 December 2021:
PROFIT OR LOSS
OF SUBSIDIARY
PROPORTION ALLOCATED TO
OF OWNERSHIP NON- ACCUMULATED
INTERESTS CONTROLLING NON-
HELD BY INTERESTS CONTROLLING
NON- DURING THE INTERESTS IN
CONTROLLING PERIOD ENDED SUBSIDIARY AS
PRINCIPAL INTERESTS AS AT 31 DECEMBER AT 31 DECEMBER
PLACE OF 31 DECEMBER 2021 2021
NAME OF SUBSIDIARY BUSINESS 2021 £ £
Drexel I, L.P. USA 47% 14,468 20,506
Duxbury Court I, L.P. USA 5% 15,128 25,452
Totals 29,596 45,958
SUMMARISED FINANCIAL 31 DECEMBER 2021
NAME OF SUBSIDIARY INFORMATION FOR SUBSIDIARY £
Drexel I, L.P. Distributions to non-controlling interests –
Profit/(loss) of subsidiary for period ended 31 December 2021 31,707
Assets as at 31 December 2021 81,028
Liabilities as at 31 December 2021 36,960
Duxbury Court I, L.P. Distributions to non-controlling interests –
Profit/(loss) of subsidiary for period ended 31 December 2021 32,424
Assets as at 31 December 2021 527,330
Liabilities as at 31 December 2021 36,960
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
98 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
19. INVESTMENTS IN FUNDS
The Group has been determined to exercise significant influence in relation to certain of its in funds and other entities, as such
these investments are considered to be associates for accounting purposes and represent interests in unconsolidated structured
entities. The following additional information is therefore provided as required by IFRS 12, Disclosure of Interests in Other Entities:
MAXIMUM
FAIR VALUE OF EXPOSURE TO
INTEREST AS AT LOSS AS AT
PRINCIPAL PROPORTION OF 31 DECEMBER 31 DECEMBER
PLACE OF PRINCIPAL OWNERSHIP BASIS OF 2022 2022
NAME OF ASSOCIATE BUSINESS ACTIVITY INTERESTS HELD VALUATION £ £
VPC Offshore Unleveraged Private Cayman Investment 26% Designated as 1,231,984 1,231,984
Debt Fund Feeder, L.P. Islands fund held at fair value
through profit or
loss – using NAV
VPC Synthesis, L.P. USA Investment 4% Designated as 21,242,926 21,242,926
vehicle held at fair value
through profit or
loss – using NAV
SUMMARISED FINANCIAL 31 DECEMBER 2022
NAME OF ASSOCIATE INFORMATION FOR ASSOCIATE £
VPC Offshore Unleveraged Profit/(loss) of associate for period ended 31 December 2022 (436,363)
Private Debt Fund Feeder, L.P. Assets as at 31 December 2022 3,115,627
Liabilities at 31 December 2022 110,043
VPC Synthesis, L.P. Profit/(loss) of associate for period ended 31 December 2022 23,848,843
Assets as at 31 December 2022 430,198,842
Liabilities at 31 December 2022 340,919,367
MAXIMUM
FAIR VALUE OF EXPOSURE TO
INTEREST AS AT LOSS AS AT
PRINCIPAL PROPORTION OF 31 DECEMBER 31 DECEMBER
PLACE OF PRINCIPAL OWNERSHIP BASIS OF 2021 2021
NAME OF ASSOCIATE BUSINESS ACTIVITY INTERESTS HELD VALUATION £ £
VPC Offshore Unleveraged Private Cayman Investment 26% Designated as 1,640,256 1,640,256
Debt Fund Feeder, L.P. Islands fund held at fair value
through profit or
loss – using NAV
VPC Synthesis, L.P. USA Investment 4% Designated as 10,890,834 10,890,834
vehicle held at fair value
through profit or
loss – using NAV
SUMMARISED FINANCIAL 31 DECEMBER 2021
NAME OF ASSOCIATE INFORMATION FOR ASSOCIATE £
VPC Offshore Unleveraged Profit/(loss) of associate for period ended 31 December 2021 1,151,744
Private Debt Fund Feeder, L.P. Assets as at 31 December 2021 4,431,392
Liabilities at 31 December 2021 157,672
VPC Synthesis, L.P. Profit/(loss) of associate for period ended 31 December 2021 5,838,471
Assets as at 31 December 2021 283,302,763
Liabilities at 31 December 2021 237,818,787
The Group’s investments in associates all consist of limited partner interest in funds. There are no significant restrictions between
investors with joint control or significant influence over the associates listed above on the ability of the associates to transfer
funds to any party in the form of cash dividends or to repay loans or advances made by the Group.
20. SUBSEQUENT EVENTS AFTER THE REPORTING PERIOD
The Company declared a dividend of 2.00 pence per Ordinary Share, equalling £5,565,528 for the three-month period ended
31 December 2022 and paid the dividend on 30 March 2023.
There were no other significant events subsequent to the year end.
VPC SPECIALTY LENDING INVESTMENTS PLC
99
GOVERNANCE
VPC SPECIALTY LENDING INVESTMENTS PLC
101
BOARD OF DIRECTORS
This section forms part of the Directors’ Report.
All Directors are Non-Executive and are independent of the Investment Manager.
GRAEME PROUDFOOT, CHAIR
Appointed 1 December 2020
1,2,3,4
Appointed Chairman 24 June 2021
Independent Non-Executive Director
Graeme Proudfoot is also Chairman of BlackRock Income and Growth Investment Trust plc and brings a wealth of asset
management expertise and investment trust experience, having spent his executive career at Invesco, latterly as Managing
Director, EMEA and CEO of Invesco Pensions. Graeme joined Invesco in 1992 as a legal advisor and held various roles within the
Invesco Group, including General Counsel of Invesco Global, before moving to take responsibility for several of Invesco’s UK
functions including its investment trust business, which he led from 1999 until his retirement in 2019. Graeme began his career
at Wilde Sapte Solicitors, practising in London and New York.
MARK KATZENELLENBOGEN
Appointed 1 May 2019
1,2,3*,4
Independent Non-Executive Director
Mark Katzenellenbogen has been involved in financial services for more than 40 years. He began his career in credit and banking
with S.G Warburg before working for the bank’s mergers and acquisitions department in the UK, US and South Africa. Mark was
a non-executive director of Oldfield, a long-only value equity manager, from 2005 to 2022. In 2007, Mark was appointed CEO of
Auden Capital LLP, a London-based corporate finance advisory firm specialising in the investment and wealth management
sector. He was appointed as a Trustee of the Conran Foundation in 2022.
ELIZABETH PASSEY
Appointed 19 February 2015
1*,2,3,4
Independent Non-Executive Director
Elizabeth Passey is a Senior Adviser to J. Stern & Co Private Investment Office, Chair of the Rural Payments Agency, and Convener
of The University of Glasgow. She is a past Managing Director of Morgan Stanley and of Investec Asset Management, and a past
Member of the Board of the National Lottery Community Fund.
CLIVE PEGGRAM
Appointed 19 February 2015
1,2,3,4
Independent Non-Executive Director
Clive Peggram has more than 35 years’ experience of working in the asset management industry, from private equity through
to structured finance. He is currently Chairman of Apex2100, a high-performance facility based in France. Before this
appointment, he was Deputy Group CEO of Financial Risk Management, a US$10 billion institutionally focused asset manager.
Clive was formerly Managing Director of Banque AIG for ten years, where he was responsible for establishing and running its
investment management team. Previously, he gained considerable experience in the developing derivative markets at Swiss Bank
Corporation. Clive is a Non-Executive Director of several asset management companies and is also a Trustee of the Apex2100
Foundation.
1 = Management Engagement Committee *Chair of Committee.
2 = Audit & Valuation Committee *Chair of Committee.
3 = Nomination Committee *Chair of Committee.
4 = Disclosure Committee *Chair of Committee .
GOVERNANCE
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
102 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
OLIVER GRUNDY
Appointed 12 March 2021
1,2*,3,4
Independent Non-Executive Director
Oliver Grundy was an audit partner at Deloitte LLP for 28 years until his retirement in November 2019. He worked both in London
and New York in various roles, including leading Deloitte’s Banking Group team of 35 partners and 500 professionals, before
becoming the audit and advisory partner to significant funds. From 2017 to 2019, Oliver was the Deloitte UK ethics partner, with
responsibility for all whistleblowing and conduct matters as well as the firm’s Public Interest Review Group. During his Deloitte
career, Oliver also held several roles at the Institute of Chartered Accountants of England & Wales (ICAEW), including as Council
member, Disciplinary Committee Tribunal Chairman and serving on the Practice, Risk & Regulation and the Ethics Standards
Committees. Oliver is currently a member of the Red Cross International Medical Fundraising Board.
1 = Management Engagement Committee *Chair of Committee.
2 = Audit & Valuation Committee *Chair of Committee.
3 = Nomination Committee *Chair of Committee.
4 = Disclosure Committee *Chair of Committee .
VPC SPECIALTY LENDING INVESTMENTS PLC
103
DIRECTORS’ REPORT
The Directors of the Company are pleased to present the Annual Report for the Company and its subsidiaries (the “Group”) for
the year ended 31 December 2022.
The Corporate Governance Statement, Audit and Valuation Committee Report and the Directors’ Remuneration Report are
included in this Directors’ Report. The Board seeks to understand the needs and priorities of the Company’s stakeholders. The
report can be found within the Strategic Report on pages 25 to 28.
RESULTS AND DIVIDENDS
The interim dividends paid by the Company are set out in Note 15 of the financial statements. A summary of the Company’s
performance during the year is set out in the Strategic Report on pages 8 to 29.
INVESTMENT TRUST STATUS
The Company has received written approval from HM Revenue & Customs (“HMRC”) as an authorised investment trust under
Sections 1158/1159 of the Corporation Tax Act 2010. The Directors are of the opinion that the Company has conducted its affairs
in compliance with such approval and intends to continue doing so.
DIRECTORS
Directors’ Appointments
As at the date of this report, the Board consists of five Non-Executive Directors, all of whom are considered by the Board to be
independent. Biographies of the Directors are set out on pages 101 and 102 and demonstrate the range of skills and experience
each Director brings to the Board.
The appointment and replacement of Directors is governed by the Company’s Articles of Association (the “Articles”), the
Companies Act 2006, related legislation and Listing Rules. The Articles may be amended by a special resolution of the
shareholders.
Directors’ Interests
None of the current Directors, or any persons connected with them, had a material interest in the transactions and arrangements
of, or an agreement with, the Investment Manager during the period. The remuneration of the Directors and their beneficial
interests in the Company’s securities are set out in the Directors’ Remuneration Report on pages 122 to 126.
Directors’ Indemnity and Compensation for Loss of Office
Save for such indemnity provisions in the Articles and in Directors’ letters of appointment, there are no qualifying third-party
indemnity provisions in force. The Board has agreed to a procedure by which Directors may seek independent professional
advice if necessary and at the Company’s expense. The Company has also arranged for the appropriate provision of Directors’
and Officers’ Liability Insurance. The Company does not have any arrangements in place with any Director that would provide
compensation for loss of office.
Conflicts of Interest
The Articles provide that the Directors may authorise any actual or potential conflict of interest that may arise, with or without
imposing any conditions that they consider appropriate on the Director. Directors are not able to vote in respect of any contract,
arrangement or transaction in which they have a material interest and, in such circumstances, they are not counted in the
quorum. A process has been developed to identify any of the Directors’ potential or actual conflicts of interest. This includes
declaring any potential new conflicts before the start of each Board meeting. The Directors are satisfied that this procedure is
adequate.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
104 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
SHARES AND SHAREHOLDERS
Share Capital
The share capital as at 31 December 2022, and rights attaching to the Shares are set out in Note 14 to the financial statements.
As at the date of this report, the Company’s issued share capital consisted of 278,276,392 Ordinary Shares of £0.01 each with
voting rights. In addition, 104,339,273 shares were held in Treasury.
At the Company’s Annual General Meeting (“AGM”) on 13 June 2022, the shareholders of the Company passed certain
resolutions in relation to the allotment and buyback of its equity securities which remained valid as at 31 December 2022. In
summary, these resolutions were:
An ordinary resolution, to issue shares other than pursuant to the Share Issuance Programme up to an aggregate nominal
amount of £278,276 representing approximately 10% of the issued Ordinary Share capital at the date of the Notice of AGM,
excluding shares held in treasury. The Board has authority to continue to allot shares up until the conclusion of the
Company’s next AGM in 2023.
A special resolution authorising the Directors to dis-apply the pre-emption rights of existing Shareholders in relation to
issues of Ordinary Shares (being in respect of Ordinary Shares up to an aggregate nominal amount of £278,276
representing up to 10% of the Company’s issued Ordinary Share capital as at the date of the Notice, excluding shares held
in treasury). This authority shall expire at the conclusion of the Company’s next AGM in 2023.
A special resolution authorising market purchases of Ordinary Shares, provided that the maximum number of Ordinary
Shares authorised to be purchased is up to 41,713,631ordinary shares, representing 14.99% of the issued Ordinary Shares
at the date of the Notice of AGM, excluding shares held in treasury. This authority shall expire at the conclusion of the
Company’s next AGM in 2023.
No shares were allotted by the Company during the year. Since the year end, no Ordinary Shares have been bought back and
as at the date of this report there were 382,615,665 Ordinary Shares in issue of which 104,339,273 were held in treasury.
At the Company’s AGM in 2023, the Board will seek authority to issue Shares and to renew its authority to purchase Ordinary
Shares.
Shares bought back and held in Treasury will not be sold out of Treasury at a discount wider than the discount at which the
Shares were initially bought back by the Company. The authority to allot new Ordinary Shares, dis-apply pre-emption rights or
for the Company to purchase its own Shares will only be used if the Directors believe it is in the best interests of the Company.
Proposals for these and other authorities sought at the AGM, including their restrictions, will be set out in the Notice of the
2023 AGM.
Except as set out in the Company’s Articles, there are no restrictions concerning the transfer of securities in the Company or on
voting rights; no special rights with regard to control attached to securities; no agreements between holders of securities
regarding their transfer known to the Company; and no agreements which the Company is party to that might affect its control
following a successful takeover bid.
Substantial Shareholdings
The Company has been informed of the following notifiable interests as at 31 December 2022 in the Company’s voting rights
under DTR 5. This information was correct at the date of notification. It should be noted that these holdings may have changed
since notified to the Company and may not therefore be wholly accurate statements of actual holdings as at 31 December 2022.
However, notification of any change is not required until the next applicable threshold is crossed.
VPC SPECIALTY LENDING INVESTMENTS PLC
105
NUMBER PERCENTAGE OF
SHAREHOLDER OF SHARES VOTING RIGHTS*
SVS Opportunity Fund GP, L.P. 56,256,107 20.22%
Schroders plc 22,400,000 8.05%
Premier Fund Managers Limited 22,165,000 7.97%
Newton Investment Management Limited 12,870,021 4.62%
AXA Investment Managers 8,250,000 2.96%
Metage Funds Limited 8,201,393 2.95%
* Percentage of voting rights as at 31 December 2022.
The Company has been notified of the following changes in notifiable interests since the 31 December 2022 and up until the
date of this report:
The Company has been informed that on 11 April 2023 Metage Funds Limited increased their holding to 3% of the total voting
rights in the Company.
Articles of Association
Any amendments to the Articles of Association must be made by special resolution at a general meeting of the shareholders.
The Annual General Meeting
The Company’s AGM will be held in June 2023 and explanations of the business proposed at the AGM will be contained in the
Notice of that Meeting.
AUDITORS AND FINANCIAL STATEMENTS
Independent Auditors
The auditors to the Company, PricewaterhouseCoopers LLP (“PwC” or the “Auditors”), were appointed in July 2015. They have
indicated their willingness to continue in office as Auditors of the Company.
The Audit and Valuation Committee has the responsibility for making a recommendation to the Board on the reappointment of
the external auditors. After careful consideration and a review of their effectiveness as external auditors, the Audit and Valuation
Committee has recommended that PwC be reappointed as the Company’s Auditors. Resolutions will therefore be proposed at
the forthcoming AGM to re-appoint PwC as Auditors and for the Audit and Valuation Committee to determine PwC’s
remuneration. For more information refer to the Audit and Valuation Committee Report on pages 119 to 121.
Audit Information
The Directors who held office at the date of this Annual Report confirm that, so far as they are aware, there is no relevant audit
information of which the Company’s Auditors are unaware; and each Director has taken all the steps that he/she ought to have
taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company’s Auditors
are aware of that information. This confirmation is given in accordance with the provisions of Section 418 of the Companies
Act 2006.
Financial Risk Management
The principal financial risks and the Group’s policies for managing these risks are set out on pages 21 to 24.
Subsequent Events
The important subsequent events since 31 December 2022 are included on page 99.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
106 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
Responsibility for Financial Statements and Going Concern Statement
The Directors have reviewed the financial projections of the Group and Company from the date of this report, which shows that
the Group and Company will be able to generate sufficient cash flows in order to meet its liabilities as they fall due. In assessing
the Group’s and Company’s ability to continue as a going concern, the Directors have considered the Company’s investment
objective, risk management policies capital management, the monthly NAV and the nature of its portfolio and expenditure
projections.
Additionally, the Directors have considered the risks arising of reduced asset values, adverse economic conditions and the impact
of the proposed managed winddown. The Investment Manager has performed a range of stress tests and demonstrated to the
Directors that even in an adverse scenario of depressed markets that the Group could still generate sufficient funds to meet its
liabilities over the next 12 months in scenarios where the proposed managed winddown is approved and not approved by
shareholders. The Directors believe that the Group has adequate resources, an appropriate financial structure and suitable
management arrangements in place to continue in operational existence for the foreseeable future being a period of at least
12 months from the date of this report.
Based on their assessment and considerations above, the Directors have concluded that the financial statements of the Group
and Company should continue to be prepared on a going concern basis.
Viability Statement
In accordance with provision 31 of the UK Corporate Governance Code, published by the Financial Reporting Council in July
2018, and as part of an ongoing programme of risk assessment, the Directors have assessed the prospects of the Company, to
the extent that they are able, over a three-year period from 31 December 2022. The Directors have chosen a three-year period
as this is viewed as sufficiently long term to provide shareholders with a meaningful view, without extending the period so far
into the future as to undermine the exercise. Additionally, the asset backed investments held by the Group have maturities that
extend beyond three years allowing for the investment cash flows, recycling of investments and expenditures commitments of
the Group to be reasonably forecasted over this timeframe.
The three-year review considers the Group’s cash flow, cash distributions and other key financial ratios over the period. The
three-year review also makes certain assumptions about the normal level of expenditure likely to occur and considers the impact
on the financing facilities of the Group.
Furthermore, the three-year review period to 31 December 2025 was modelled considering the impact of the proposed
winddown. After being so advised by Winterflood and Jefferies, the Directors considered a number of factors in determining
unanimously that shareholders should vote in favour of the amendment to the investment policy and has engaged in discussions
with a number of shareholders and its advisers in reaching that conclusion, in addition to having considered the recent
performance of the Company. Based on this assessment the Directors have made the assumption that the vote will pass,
however recognise that the outcome of the vote is not yet known and therefore creates some uncertainty.
As a part of this review, the Directors reviewed a series of stress test scenarios carried out by the Investment Manager which
assumed a significant fall in income and asset levels, delay in repayment of the asset backed lending facilities, and various
assumptions on the equity investment portfolio, including the impacts to the Group’s financing facilities and were satisfied with
the result of this analysis. Additionally, the Directors reviewed models where the proposed managed winddown vote does not
pass.
In making this assessment on the viability of the Group, the Directors have also taken into consideration each of the principal
risks and uncertainties on pages 21 to 24, their mitigants and the impact these might have on the business model, future
performance, solvency and liquidity. Both the principal risks and the monitoring system are subject to a robust assessment at
least annually.
In addition, the Directors considered the Company’s current financial position and prospects, the composition of the investment
portfolio, the level of outstanding capital commitments, the term structure and availability of borrowings and the ongoing costs
of the business. As part of the approach, due consideration has been given to the uncertainty inherent in financial forecasts and,
where applicable, as described above reasonable sensitivities have been applied to the investment portfolio in stress situations.
All the analysis above indicates that due to the stability and cash generating nature of the investment portfolio throughout the
managed winddown of the Company, specifically the asset backed lending investments, the Group would be able to withstand
the impacts outlined above. Based on the robust assessment of the principal risks, prospects and viability of the Group, the Board
confirms that they have reasonable expectation that the Group will be able to continue operation and meet its liabilities as they
fall due over the three-year period to 31 December 2025.
VPC SPECIALTY LENDING INVESTMENTS PLC
107
ADDITIONAL DISCLOSURES
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of the Annual Report or
a cross-reference table indicating where the information is set out.
The Directors confirm that there are no disclosures to be made in relation to Listing Rule 9.8.4.
Political Donations
The Company made no political donations during the period to organisations either within or outside of the EU. (Period to
31 December 2022: £nil).
Modern Slavery Act
As an investment trust, the Company does not provide goods or services in the normal course of business, does not have
employees nor customers or turnover so is therefore not required to make any slavery or human trafficking statement under the
Modern Slavery Act 2015. However, the Company has a zero-tolerance approach to modern slavery and regularly reviews its
investment portfolio to ensure there are no breaches to the Modern Slavery Act.
This Report was approved by the Board of Directors on 27 April 2023 and signed on its behalf by
Link Company Matters Limited
Company Secretary
27 April 2023
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
108 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement forms part of the Directors’ Report and includes the Audit and Valuation Committee
Report and Directors’ Remuneration Report.
APPLICABLE CORPORATE GOVERNANCE CODE
The Company is committed to high standards of corporate governance. This statement, together with the Statement of Directors’
Responsibilities in Respect of the Financial Statements on page 127, indicates how the Company has applied the principles of
recommended governance of the Financial Reporting Council (“FRC”) 2018 UK Corporate Governance Code (the “UK Code”) and
the AIC’s Code of Corporate Governance issued in 2019, (the “AIC Code”), which complements the UK Corporate Governance
Code and provides a framework of best practice for investment trusts.
The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC,
provides more relevant information to both Shareholders and stakeholders and that by reporting against the AIC Code the
Company has met its obligations in relation to the UK Code and associated disclosure requirements under paragraph 9.8.6 of the
Listing Rules.
The UK Code is available on the FRC website (https://www.frc.org.uk). The AIC Code is available on the AIC website
(https://www.theaic.co.uk) and includes an explanation of how the AIC Code adapts the principles and provisions set out in the
UK Code to make them relevant for investment companies.
STATEMENT OF COMPLIANCE
The Board is responsible for ensuring the appropriate level of corporate governance and considers that the Company has
complied with the principles and provisions of the AIC Code except as disclosed below:
Provision 14: No senior independent director has been appointed. All the Directors have different qualities and areas of
expertise on which they lead, and concerns can be conveyed to another Director if Shareholders do not wish to raise
concerns with the Chair of the Board or the Chair of the Audit and Valuation Committee. Any other Director will chair the
Board or Nomination Committee meeting when the annual evaluation of the Chair’s performance, their re-election, or the
recruitment of their successor, is discussed;
Provision 23: Directors are not appointed for a specified term, as all Directors are non-executive and the Board believes
that a Director’s performance and their continued contribution to the running of the Company is of greater importance
and relevance to Shareholders than the length of time for which they have served as a Director of the Company. Each
Director is subject to the election and re-election provisions set out in the Articles which provide that a Director appointed
during the year is required to retire and seek election by Shareholders at the next Annual General Meeting (“AGM”)
following their appointment. Thereafter the Directors intend to offer themselves for re-election annually; and
Provision 37: As all the Directors are non-executive, the Board is of the view that there is no requirement for a separate
remuneration committee. Directors’ fees will be considered by the Board as a whole within the limits approved by
Shareholders.
THE PRINCIPLES OF THE AIC CODE
The AIC Code is made up of 17 principles split into five sections covering:
Board leadership and purpose;
Division of responsibilities;
Composition, succession and evaluation;
Audit, risk and internal control; and
Remuneration.
VPC SPECIALTY LENDING INVESTMENTS PLC
109
BOARD LEADERSHIP AND PURPOSE
The Board considers the long-term sustainable success of the Company as their main
focus and all decisions are considered from this point of view. As outlined below, the
Company has a set of core values and corporate culture which are embedded into
everything the Company does. VPC takes an active interest in how the portfolio
companies manage environmental, social and governance (“ESG”) issues and the
Board and VPC agree that responsible business practices help to generate long term
sustainable returns. VPC and the Board continue to work on implementing an ESG
policy.
As part of this the opportunities and risks faced by the business are considered,
monitored and assessed on a regular basis, both in terms of potential and emerging
risks that the business may face. More detail regarding the principal risk and
uncertainties and the sustainability of the business model can be found in the
Strategic Report on pages 21 to 24.
The purpose of the Company is the investment objective as set out on page 5. The
strategy that the Board follows in order to achieve this objective, is outlined in the
Strategic Report on pages 8 to 29.
The Board adopts some key values which are embedded into the culture of the
business and are key to any investment decision made by the Company. These
values and culture also drive how the Board and the relationship with the
Investment Manager proceed. These are:
Ensure all business decisions are made once all potential impacts on
stakeholders are fully understood
Encourage open, honest and collaborative discussions at all levels in Board
meetings, with shareholders and stakeholders and with third party service
providers
To avoid any potential conflicts of interest.
The values and culture of the business are considered as part of the annual board
evaluation process to ensure that they remain a key focus that all decisions are
based on.
The Board regularly considers the Company’s position the balance sheet, cash flow
projections, the availability of funding and the Company’s contractual commitments.
The Company’s objective is to deliver consistent, long-term returns to shareholders;
therefore, one of the measures the Board considers is the total return per share.
The Board and the Management Engagement Committee assesses the performance
of the Investment Manager in a number of different ways including through the KPIs
set out on page 20.
The Audit and Valuation Committee is responsible for assessing and managing risks
and further information about how this is done can be found in the Audit and
Valuation Committee Report on pages 119 to 121.
The Board understands its responsibilities to shareholders and stakeholders and
considers the opinions of all such parties when making any decision. The Board
considers that, other than shareholders, their other key stakeholders are their
portfolio companies, their third-party providers and the Investment Manager in
particular. The Management Engagement Committee considers the relationship with
all third-party providers on at least an annual basis and there is an ongoing dialogue
with the Investment Manager to ensure views are aligned.
The Board considers the impact any decision will have on all stakeholders to ensure
that they are making a decision that promotes the long-term success of the
Company, whether this be in relation to dividends, new investment opportunities,
potential future fundraisings, etc.
A. A successful company is led by an
effective board, whose role is to
promote the long-term sustainable
success of the company,
generating value for shareholders
and contributing to wider society.
B. T
he board should establish the
compan
y’s purpose, values and
strategy, and satisfy itself that
these and its culture are aligned.
All directors must act with
integrity, lead by example and
promote the desired culture.
C. T
he board should ensure that the
necessar
y resources are in place for
the company to meet its objectives
and measure performance against
them. The board should also
establish a framework of prudent
and effective controls, which
enable risk to be assessed and
managed.
D. I
n order for the company to meet
its responsibilities t
o shareholders
and stakeholders, the board should
ensure effective engagement with,
and encourage participation from,
these parties.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
110 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
BOARD LEADERSHIP AND PURPOSE
In addition, the Directors welcome the views of all shareholders and place
considerable importance on communications with them. In addition, the Directors
are available to meet shareholders in person when able to do so or virtually.
Shareholders wishing to communicate with the Chairman, or any other member of
the Board, may do so by writing to the Company, for the attention of the Company
Secretary at the Registered Office.
In accordance with the guidance issued by the Investment Association in the cases
where shareholder votes against a resolution exceed 20%, the Board must consult
with shareholders to understand the reasons for their votes.
Representatives of the Investment Manager regularly meet institutional shareholders
to discuss historical performance and to understand their issues and concerns and,
if applicable, to discuss corporate governance issues. The results of such meetings
are reported at the following Board meeting. Regular reports on investor sentiment
and industry issues from the Company’s broker are submitted to the Board.
Any substantive communications regarding any major corporate issues would be
discussed by the Board taking into account representations from the Investment
Manager, the Auditor, legal advisers, broker and Company Secretary.
Further details of the Board’s engagement with shareholders during the year can be
found in the Strategic Report on pages 25 to 28 and the Chairman’s Statement on
pages 8 and 9.
DIVISION OF RESPONSIBILITIES
There is a clear division of responsibility between the Chair, the Directors, the
Investment Manager and the Company’s other third-party service providers. The
Chair is responsible for leading the Board, ensuring its effectiveness in all aspects of
its role and is responsible for ensuring that all Directors receive accurate, timely and
clear information. The responsibilities of the Chair are set out in writing and are
available on the Company’s website.
The Board meets regularly throughout the year and representatives of the
Investment Manager are in attendance, when appropriate, at each meeting and most
Committee meetings.
The Board has agreed a schedule of matters specifically reserved for decision by the
Board. This includes establishing the investment objectives, strategy and
benchmarks, the permitted types or categories of investments, the markets in which
transactions may be undertaken, the level of permitted gearing and borrowings, the
amount or proportion of the assets that may be invested in any category of
investment or in any one investment, and the Company’s treasury and share
buyback policies.
The Board, at its regular meetings, undertakes reviews of key investment and
financial data, revenue projections and expenses, analyses of asset allocation,
transactions and performance comparisons, share price and net asset value
performance, gearing, marketing and shareholder communication strategies, the
risks associated with pursuing the investment strategy, peer group information and
industry issues.
The review of each Director’s performance was undertaken by the Chair and the
review of the Chair’s performance was carried out during the period under review
by Elizabeth Passey. This concluded that the Directors believed the Chair encouraged
good debate, ensured all Directors were involved in discussions and that the Board
as a whole was working well.
E. The chair leads the board and is
responsible for its overall
effectiveness in directing the
company. They should
demonstrate objective judgement
throughout their tenure and
promote a culture of openness and
debate. In addition, the chair
facilitates constructive board
relations and the effective
contribution of all non-executive
directors, and ensures that
directors receive accurate, timely
and clear information.
VPC SPECIALTY LENDING INVESTMENTS PLC
111
DIVISION OF RESPONSIBILITIES
All of the Directors are non-executive and are independent of the Investment
Manager and the other service providers.
The Chair, Graeme Proudfoot, was independent of the Investment Manager at the
time of his appointment and remains so. The Board is aware of the AIC’s guidance
on this issue and regards Graeme Proudfoot as independent.
Each Director is not a director of another investment company managed by the
Company’s Investment Manager, nor has any Board member been an employee of
the Company or any of its service providers.
The Board evaluation concluded that each Director provides a valuable contribution
to Board meeting discussions and exercises appropriate levels of challenge and
debate.
As part of the Board evaluation process, the contributions of each director, as well
as the time commitments made by each board member are considered and
reviewed. As explained above, it was concluded that each Director provided
appropriate levels of challenge and provided the Company and the Investment
Manager with guidance and advice when required.
The Management Engagement Committee reviews the performance and cost of the
Company’s third-party service providers on an annual basis. More information
regarding the work of the Management Engagement Committee can be found on
page 116.
The Directors have access to the advice and services of the Company Secretary
through its appointed representative which is responsible to the Board for ensuring
that Board procedures are followed and that applicable rules and regulations are
complied with. The Company Secretary is also responsible for ensuring good
information flows between all parties.
COMPOSITION, SUCCESSION AND EVALUATION
independent Directors. This Committee will lead the appointment process of new
Directors, as and when vacancies arise, and help from the Directors’ ongoing
succession plans. More information regarding the work of the Nomination
Committee can be found on page 116.
The Board has adopted a diversity policy, which acknowledges the benefits of
greater diversity, and remains committed to ensuring that the Company’s Directors
bring a wide range of skills, knowledge, experience, backgrounds and perspectives
to the Board. Whilst the Board does not feel that it would be appropriate to set
targets as all appointments are made on merit, the following objectives for the
appointment of Directors have been established:
all Board appointments will be made on merit, in the context of the skills,
knowledge and experience that are needed for the Board to be effective; and
long lists, and, ideally, short lists of potential should include diverse candidates
of appropriate merit.
A statement on Chair succession is included on page 116.
F. The board should consist of an
appropriate combination of
directors (and, in particular,
independent non-executive
directors) such that no one
individual or small group of
individuals dominates the board’s
decision making.
G. Non-
executive directors should
hav
e sufficient time to meet their
board responsibilities. They should
provide constructive challenge,
strategic guidance, offer specialist
advice and hold third party service
providers to account.
H. .
The board, supported by the
compan
y secretary, should ensure
that it has the policies, processes,
information, time and resources it
needs in order to function
effectively and efficiently.
I. Appointments t
o the board should
be subjec
t to a formal, rigorous
and transparent procedure, and an
effective succession plan should be
maintained. Both appointments
and succession plans should be
based on merit and objective
criteria and, within this context,
should promote diversity of
gender, social and ethnic
backgrounds, cognitive and
personal strengths.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
112 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
COMPOSITION, SUCCESSION AND EVALUATION
Directors biographical details are set out on pages 101 and 102 of this Report. These
demonstrate the wide range of skills and experience that they bring to the Board.
Each Director was appointed with a view to having a Board with a good
combination of skills, experience and knowledge. This is reviewed as part of the
annual evaluation process. In the future, when considering new appointments, the
Board will review the skills of the Directors and seek to add persons with
complementary skills or who possess skills and experience which contributes to the
Board’s knowledge or experience and who can devote sufficient time to the
Company to carry out their duties effectively.
Details of the policies on tenure of the Directors and the Chairman can be found
below on page 115 of this Report.
The Board has agreed to evaluate its own performance and that of its Committees,
Chair and Directors on an annual basis. For the period under review this was carried
out by way of a questionnaire. The Chair of the Nomination Committee led the
assessment, which covered the functioning of the Board as a whole, the
effectiveness of the Board Committees and the independence and contribution
made by each Director.
As necessary, the Company Chair discussed the responses with each Director
individually. The Chair absented himself from the Board’s review of his effectiveness as
the Company Chair, and this review was led by the Chair of the Nomination Committee.
Following this review, the Board is satisfied that the structure, mix of skills and
operation of the Board is effective and relevant for the Company.
It is noted that after the shareholder vote on the proposed wind-down of the
Company a review of the Board composition will take place. This will ensure that the
Board continues to have the correct mixture of skills, experience, and knowledge to
manage the Company’s affairs.
The individual performance of each Director standing for election and re-election has
been evaluated and a recommendation is being made that shareholders vote in favour
of their election or re-election at the AGM. All Directors will be subject to annual re-
election by shareholders. More information regarding the proposed election or re-
election of each Director at the 2023 AGM can be found in the separate AGM circular.
AUDIT, RISK AND INTERNAL CONTROL
The Audit and Valuation Committee has put in a place a non-audit services policy,
which ensures that any work outside the scope of the standard audit work requires
prior approval by the Audit and Valuation Committee. This enables the Committee
to ensure that the external auditors remain fully independent.
In addition, the Audit and Valuation Committee carries out a review of the
performance of the external auditor on an annual basis. Feedback from other third
parties, including the Investment Manager, is included as part of this assessment to
ensure the Audit and Valuation Committee takes into account the views of different
parties who have a close working relationship with the external auditor.
Further information regarding the work of the Audit and Valuation Committee can
be found on pages 119 to 121.
The Board and Audit and Valuation Committee have considered the Annual Report
and Financial Statements as a whole and agreed that they believe that the
document presents a fair, balanced and understandable assessment of the
Company’s position and prospects. In particular, they have considered the language
used in the document to ensure unnecessary jargon is avoided. They have also
considered in particular the content of the Strategic Report which provides a clear
outline of the Company’s position and prospects.
J. The board and its committees
should have a combination of
skills, experience and knowledge.
Consideration should be given to
the length of service of the board
as a whole and membership
regularly refreshed.
K. Annual evaluation of the boar
d
should consider its c
omposition,
diversity and how effectively
members work together to achieve
objectives. Individual evaluation
should demonstrate whether each
director continues to contribute
effectively.
L. T
he board should establish formal
and transparent policies and
pr
ocedures to ensure the
independence and effectiveness of
external audit functions and satisfy
itself on the integrity of financial
and narrative statements.
M. T
he board should present a fair,
balanced and understandable
assessment of the c
ompany’s
position and prospects.
VPC SPECIALTY LENDING INVESTMENTS PLC
113
AUDIT, RISK AND INTERNAL CONTROL
The Audit and Valuation Committee reviews reports from the principal service
providers on compliance and the internal and financial control systems in operation
and relevant independent audit reports thereon.
The Directors have carried out a review of the effectiveness of the Company’s
systems of internal control as they have operated over the year and up to the date
of approval of the Annual Report. Given the nature of the business, the Company is
reliant on its service providers and their internal controls. The Audit and Valuation
Committee reviews the Investment Manager’s compliance and control systems in
operation insofar as they relate to the affairs of the Company.
As set out in more detail in the Report of the Audit Committee on pages 119 to 121,
the Company has in place a system for assessing the adequacy of those controls.
There were no material matters arising from the review of the Company’s controls
that required further investigation and no significant failings or weaknesses were
identified.
REMUNERATION
As outlined in the Remuneration Report on page 122, the Company follows the
re
commendation of the AIC Code that non-executive Directors’ remuneration should
reflect the time commitment and the duties and responsibilities of the role.
All Directors own shares in the Company, all of which were purchased in the open
market and using the Directors’ own resources.
At the Company’s AGM in 2023 shareholders will be asked to approve changes to
the remuneration policy. The changes will propose that in addition to
time commitment, the duties of Directors and their responsibility,
remuneration will also be compared with the Company’s AIC peer group. The
Board believes that it is appropriate to review against the AIC peer group, rather
than the wider investment trust group, because it more accurately reflects the
nature and complexity of the Company and its operations.
The Board considers that this revised approach will also ensure that the Company
remains well positioned to attract and retain individuals of a calibre appropriate to
the future development of the Company. All Directors will continue to be ineligible
for bonuses, share options, long-term incentive schemes or other performance
related benefits as the Board does not believe that this is appropriate for non-
executive Directors.
More information regarding the work of the Remuneration Committee can be found
in the Remuneration Report on pages 122 to 123.
As outlined by the AIC guidance no Director should be involved in deciding his or her
own remuneration. The revised remuneration policy will propose that while
Directors are not permitted to decide their own remuneration, Directors are permitted
to discuss their remuneration as there is no separate remuneration committee.
Changes to Directors’ remuneration will continued to be considered by the Board as a
whole with a review of a range of factors including a comparison against the AIC peer
group and with independent advice obtained from the Company’s service providers.
There is an agreed fee which all non-executive directors receive (irrespective of
experience or tenure) and an additional fee for the role of Audit and Valuation
Committee Chair. There is also an agreed fee for the role of Chair of the Board. When
discussing the remuneration of the Chair of the Board and the Audit and Valuation
Committee both Directors will not decide their own remuneration.
N. The board should establish
procedures to manage risk, oversee
the internal control framework, and
determine the nature and extent of
the principal and emerging risks
the company is willing to take in
order to achieve its long-term
strategic objectives.
O. Remuneration policies and prac
tices
should be designed t
o support
strategy and promote long-term
sustainable success.
P. A f
ormal and transparent procedure
for developing r
emuneration policy
should be established. No director
should be involved in deciding
their own remuneration outcome.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
114 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
REMUNERATION
The remuneration policy will be revised and presented to shareholders at the 2023
AGM. Independent judgement on remuneration shall be maintained by requesting
approval for remuneration in comparison to the Company’s AIC peer group. Other
factors such the performance of the Company, time commitments and market
conditions shall also be factored into any decision-making process.
2022 ANNUAL GENERAL MEETING
On 14 June 2022, the Board of the Company announced that all resolutions proposed at the 2022 Annual General Meeting of
the Company (the “AGM”) had been passed. The Investment Association outlines that investment trusts should consult with
shareholders if any resolutions receive votes against exceeding 20%. In the case of the 2022 AGM no resolution reached the
threshold.
ROLE OF THE BOARD
A management agreement between the Company and the Investment Manager sets out the matters over which the Investment
Manager has authority. This includes management of the Company’s assets and some marketing services. The Board is
collectively responsible for the success of the Company and a formal schedule of matters reserved to the Board for decision has
been approved, which is available on the Company’s website (https://vpcspecialtylending.com). This includes strategy and
management, Board and committee membership and other appointments, appointment and oversight of delegates, corporate
structure and share capital, remuneration, financial reporting and controls, company contracts, internal controls, corporate
governance and policies.
The Board is responsible for the approval of annual and half year results and other public documents. It is also responsible for
ensuring that such documents provide a fair, balanced and understandable assessment of the Group’s position and prospects.
The Board’s role is to provide leadership within a framework of prudent and effective controls that enable risk to be assessed
and managed. It is responsible for setting the Company’s standards and values and for ensuring that its obligations to its
Shareholders and other stakeholders are understood and met. The Board sets the Company’s strategic aims (subject to the
Company’s Articles of Association, and to such approval of the Shareholders in General Meeting as may be required from time
to time) and ensures that the necessary resources are in place to enable the Company’s objectives to be met.
The Board meets formally at least seven times a year, with additional ad hoc Board or Committee meetings arranged when
required. The Directors have regular contact with the Investment Manager and Company Secretary between formal meetings.
Full and timely information is provided to the Board to enable it to function effectively and to allow Directors to discharge their
responsibilities.
At each meeting the Directors follow a formal agenda, which includes a review of the Company’s NAV, share price, discount,
financial position, gearing levels, peer group performance, investment performance, asset allocation and transactions and any
other relevant business matters to ensure that control is maintained over the affairs of the Company. The Board monitors
compliance with the investment restrictions required by the FCA and s1158 of the Corporation Tax Act 2010, the Company’s
objective, investment, borrowing and hedging policies and reviews the investment strategy. The Board regularly receives reports
from the Investment Manager on marketing and investor relations. The proceedings at all Board and Committee meetings are
fully recorded by the Company Secretary through a process that allows any Director’s concerns to be recorded in the minutes.
There is an agreed procedure for Directors to take independent professional advice if necessary and at the Company’s expense.
This is in addition to the access that every Director has to the advice and services of the Company Secretary, which is responsible
to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.
BOARD COMPOSITION
The Board is chaired by Graeme Proudfoot who was appointed with effect on 24 June 2021. The Board consists of five
non-executive Directors who have all served throughout the period. All current members of the Board are regarded as
independent of the Company’s Investment Manager.
Q. Directors should exercise
independent judgement and
discretion when authorising
remuneration outcomes, taking
account of company and individual
performance, and wider
circumstances.
VPC SPECIALTY LENDING INVESTMENTS PLC
115
The Directors have a breadth of investment, financial and professional experience relevant to the Company’s business and brief
biographical details of each Director are set out on pages 101 to 102.
During the period, the Board satisfied itself that all Directors were and remain able to commit sufficient time to discharge their
responsibilities to the Company’s affairs effectively having given due consideration to their other significant commitments.
A review of Board composition and balance is included as part of the annual performance evaluation of the Board, details of
which may be found below. The Board notes that following the wind down vote by shareholders and in light of guidelines on
tenure limits the Board composition will be reviewed.
TENURE
Directors are generally initially appointed by the Board, until the following AGM when, as required by the Company’s Articles of
Association, they will stand for election by Shareholders. Thereafter, a Director’s appointment is subject to an annual
performance evaluation and the approval of Shareholders at each AGM, in accordance with corporate governance best practice.
Under the Articles of Association, Shareholders may remove a Director before the end of his or her term by passing a special
resolution at a meeting, and may by ordinary resolution appoint another person who is willing to act to be a Director in his or
her place. A special resolution is passed if more than 75% and an ordinary resolution if more than 50% of the votes cast, in
person or by proxy, are in favour of the resolution. In addition, as set out in the Company’s Articles of Association a person
ceases to be a Director as soon as that person has for more than six consecutive months been absent, without permission of
the Directors, from meetings of Directors held during that period and Directors make a decision to vacate that person’s office.
During the period of review no Director has missed six consecutive meetings.
In accordance with the above and the AIC Code, all Directors will stand for election or re-election at the 2023 AGM. The
contribution and performance of the Directors seeking election or re-election was reviewed by the Nomination Committee at its
meeting in February 2023 which recommended to the Board their continuing appointment. Biographies of each Director are
available on pages 101 to 102. It is the Board’s view that the Directors’ biographies illustrate why each Director’s contribution is,
and continues to be, important to the Company’s long-term sustainable success.
The Board has adopted a formal tenure policy for Directors based on a continual review of performance. The Board does not
believe that length of service in itself necessarily disqualifies a Director from seeking reappointment but, when making a
recommendation, the Board takes into account the on-going requirements of the UK Corporate Governance Code (the “Code”),
including the need to refresh the Board and its Committees. It is not anticipated that any of the Directors would normally serve
in excess of nine years. In exceptional circumstances, which would be fully explained to Shareholders at the time, a short
extension might be appropriate.
Directors’ tenure is reviewed by the Nomination Committee with the objective of ensuring that the Board complies with the
Code and has the correct mixture of skills, experience and abilities to support the Company’s affairs.
Similarly, it is not anticipated that the Chair will normally serve in excess of nine years. However, given the entirely non-executive
nature of the Board and as the Chair may not be appointed as such at the time of their initial appointment as a Director, in
exceptional circumstances, which would be fully explained at the time, a short extension might be appropriate. As with all
Directors, the continuing appointment of the Chair is subject to on-going review of performance, including a satisfactory annual
evaluation, annual re-election by Shareholders and may be further subject to the particular circumstances of the Company at
the time he or she intends to retire from the Board.
DIVERSITY
The Directors acknowledge the benefits of Board diversity and continual review of the Board’s and individual Directors’
effectiveness, while seeking to retain a balance of knowledge of the Company, diversity and continuity in the relationship with
the Investment Manager. The Board has adopted a Diversity Policy in line with its commitment to ensuring that the Company’s
Directors bring a wide range of skills, knowledge, experience, backgrounds and perspectives to the Board.
The Board acknowledges the new Financial Conduct Authority amendments to the Listing Rules which apply for financial years
starting on or after 1 April 2022 and which set out diversity targets for listed companies and builds on the recommendations
from the FTSE Women Leaders Review 2022 on gender diversity on boards and the Parker Review regarding ethnic
representation on boards. The Board notes the importance of a diverse Board and has factored this into their succession
planning. The Board remains committed to ensuring it promotes equal opportunities for all individuals and while the Board does
not feel that it would be appropriate to set targets as all appointments must be made on merit it supports the recommendation
to have ethnic representation on the Board and has included this as a key consideration in its succession planning.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
116 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
INDUCTION AND TRAINING
On appointment, the Investment Manager and Company Secretary provides new Directors with induction training as appropriate.
The training covers the Company’s investment strategy, policies and practices. The Directors are also given regular briefings on
changes in law and regulatory requirements that affect the Company and the Directors. It is the Chair’s responsibility to ensure
that the Directors have sufficient knowledge to fulfil their role and Directors are encouraged to attend industry and other
seminars covering issues and developments relevant to investment trust companies. Regular reviews of Directors’ training needs
are carried out by the Chair by means of the evaluation process described below.
The Directors have access to the advice and services of the Company Secretary through its appointed representative, who is
responsible for general secretarial functions and for assisting the Company with compliance with its continuing obligations as a
company listed on the premium segment of the Official List. The Company Secretary is also responsible for ensuring good
information flows between all parties.
BOARD COMMITTEES
Directors are members of each of the Committees, as this was deemed appropriate given the size and nature of the Board. Each
of the Committees has formal terms of reference established by the Board, which are available on the Company’s website
(https://vpcspecialtylending.com).
Unless invited to attend by the Committee’s Chair or members, only members of the Committees are entitled to be present at
Committee meetings. An outline of the remit of each of the Committees and their activities during the period are set out below.
Audit and Valuation Committee
The Company’s Audit and Valuation Committee meets at least twice during the year and is chaired by Oliver Grundy.
The main responsibilities of the Audit and Valuation Committee are set out below. The Company’s Audit and Valuation
Committee Report is on pages 119 to 121.
The Audit and Valuation Committee is responsible for monitoring the integrity of the financial statements of the Group and any
other formal announcements in relation to its financial performance. On an annual basis, it reviews the adequacy and
effectiveness of the Group’s financial reporting and internal control policies. The Committee reviews the scope, results, cost
effectiveness, independence and objectivity of the external auditor and makes recommendations to the Board in relation to the
appointment, re-appointment and removal of the Company’s Auditors.
Management Engagement Committee
The Management Engagement Committee is chaired by Elizabeth Passey and meets at least once a year, or more often if
required.
The Management Engagement Committee is principally responsible for reasonably satisfying itself that the IMA is fair, and its
terms remain appropriate, relevant, competitive and sensible.
It also reviews the systems put in place by the Investment Manager, including those relating to compliance. It annually reviews
the performance and fees of the Investment Manager in order to make a recommendation to the Board regarding its continued
appointment. In addition, it reviews and considers the appointment and remuneration of providers of services to the Company.
During the year, the Management Engagement Committee met once to consider the performance of the service providers and
Investment Manager. Following the recommendation from the Management Engagement Committee, the Board agreed that the
continuing appointment of the Investment Manager on the current terms (as summarised on page 118 was in the interest of
the shareholders as a whole. This is primarily driven by the Investment Manager’s extensive experience and impressive track
record in the specialty lending sector.
Nomination Committee
The Nomination Committee is chaired by Mark Katzenellenbogen and meets at least once a year, or more often if required. The
Nomination Committee is responsible for considering the structure, size and composition of the Board. It considers
recommendations to shareholders concerning the (re)election of the Directors and is also responsible for considering succession
planning.
VPC SPECIALTY LENDING INVESTMENTS PLC
117
The Nomination Committee is also responsible for conducting an annual performance evaluation of the Board, the Board’s
Committees, and individual Directors. The results of the annual performance review are reviewed by the Committee and
appropriate recommendations are made to the Board.
During the period, the Nomination Committee met four times.
Disclosure Committee
In response to the Market Abuse Regulation, the Board has established a Disclosure Committee. The principal role of the
Committee is to monitor the implementation of procedures for identifying inside information when it arises and ensuring the
Company complies with its disclosure and other obligations in respect of such inside information.
The Disclosure Committee is chaired by Clive Peggram. The other members are any one of the other independent non-executive
directors and a senior executive of the investment manager. The performance of the Investment Manager in its submissions to
the Disclosure Committee forms part of the overall review of the performance of the Investment Manager by the Management
Engagement Committee.
Since the last Annual Report, the Disclosure Committee has not met. The Investment Manager regularly provided papers and
updated the Board on items as they related to the Market Abuse Regulation as a part of the Board meetings.
The need for a Disclosure Committee is assessed at the end of each Board meeting.
BOARD AND COMMITTEE MEETING ATTENDANCE
The Board has at least seven scheduled meetings a year and meets more often if required. Directors’ attendance at Board and
Committee meetings held during the year to 31 December 2022 is set out in the below table:
AUDIT AND MANAGEMENT
VALUATION ENGAGEMENT NOMINATION
DIRECTOR BOARD
1
COMMITTEE
1
COMMITTEE
1
COMMITTEE
1
Oliver Grundy 7 (7) 6 (6) 1 (1) 4 (4)
Mark Katzenellenbogen 7 (7) 6 (6) 1 (1) 4 (4)
Elizabeth Passey 7 (7) 6 (6) 1 (1) 4 (4)
Clive Peggram 7 (7) 6 (6) 1 (1) 4 (4)
Graeme Proudfoot 7 (7) 6 (6) 1 (1) 4 (4)
BOARD RESPONSIBILITIES AND RELATIONSHIP WITH INVESTMENT MANAGER
The Board has overall responsibility for the Company’s activities, including the review of investment activity and performance
and the control and supervision of all suppliers of services to the Company including the Investment Manager. It is also
responsible for the determination of the Company’s investment policy and strategy and the Company’s system of internal and
financial controls, including ensuring that commercial risks and financing needs are properly considered and that the obligations
of a public limited company are adhered to.
To assist the Board in the day-to-day operations of the Company, arrangements have been put in place to delegate authority for
the performance of day-to-day operations of the Company to the Investment Manager and other third-party service providers.
The Board has appointed the Investment Manager to manage the Company’s investment portfolio within guidelines set by the
Board. The Investment Manager has been actively involved in the specialty lending marketplace and has made investments and
commitments across multiple Portfolio Companies, geographies (US, UK, Europe and Caribbean), products (consumer and
business) and structures (senior credit facilities).
The Investment Manager is in frequent contact with the Board and supplies the Directors with regular updates on the Company’s
activities and detailed reports at each Board meeting.
1
The number in brackets denotes the number of meetings each Director was entitled to attend. In addition, during the course of the year the
Board delegated to a sub-committee specific remit for consideration and recommendation but with the final responsibility in these areas remaining
with the Board.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
118 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
Summary of Investment Management Agreement
Under the IMA dated 26 February 2015 between the Company and the Investment Manager, the Investment Manager is
appointed to act as investment manager and Alternative Investment Fund Manager (“AIFM”) of the Company with responsibility
for portfolio management and risk management of the Company’s investments.
Under the terms of the IMA, the Investment Manager is entitled to a management fee together with reimbursement of all
reasonable costs and expenses incurred by it in the performance of its duties. The Investment Manager is also entitled to a
performance fee in certain circumstances (see further below). Further documentation of the fees are included in Note 10 of the
financial statements on pages 88 and 89.
The IMA shall continue in force until and unless terminated by any party giving to the other not less than six months’ notice in
writing to terminate the same. The Management Agreement may be terminated with immediate effect on the occurrence of
certain events, including insolvency or material breach of agreement.
The Company has given an indemnity in favour of the Investment Manager in respect of the Investment Manager’s potential
losses in carrying on its responsibilities under the IMA.
In 2016, the Company and the Investment Manager agreed on an amendment to the IMA. Under the revised agreement, the
Investment Manager agreed to invest 20% of its monthly management fee received from the Company into shares in the
Company at the prevailing market price on an on-going basis, provided that the shares are trading at a discount to the prevailing
net asset value and the Investment Manager does not hold more than 10% of the voting rights of the Company. Since 2016 the
Investment Manager has acquired 4,496,991 Ordinary Shares in the Company through this mechanism.
In 2017, the Company and Investment Manager agreed to the introduction of a performance hurdle in respect of the
performance fees payable to the Investment Manager. With effect from 1 May 2017, the payment of any performance fees to the
Investment Manager is conditional on the Company achieving at least a 5.0% per annum total return for shareholders relative
to a 30 April 2017 High Water Mark.
Continuing appointment of the Investment Manager
It is considered that the Investment Manager has executed the Company’s investment strategy according to the Board’s
expectations. Accordingly, the Directors believe that the continuing appointment of Victory Park Capital Advisors, LLC as the
Investment Manager of the Company, on the terms agreed, is in the best interests of the Company and its shareholders as
a whole.
This statement was approved by the Board of Directors and signed on its behalf by:
Link Company Matters Limited
Company Secretary
27 April 2023
VPC SPECIALTY LENDING INVESTMENTS PLC
119
AUDIT AND VALUATION COMMITTEE REPORT
MEMBERSHIP OF THE COMMITTEE
The Audit and Valuation Committee (the “Committee”) meets at least two times a year and met six times during 2022. All the
Directors are members of the Committee and Oliver Grundy is the Chair. At least one member of the Committee has recent and
relevant financial experience, and the Committee as a whole has competence relevant to the sector within which the Company
operates. Representatives of the Auditors also attend and present at meetings of the Committee. The other Directors considered that
it was appropriate for Graeme Proudfoot as Chair of the Board to be a member of, but not chair, the Committee, due to the Board’s
small size, the lack of perceived conflict of interest, and because the other Directors believe that Graeme Proudfoot continues to be
independent. The Investment Manager’s management team also attends meetings of the Committee by invitation.
THE ROLE OF THE AUDIT AND VALUATION COMMITTEE
The responsibilities of the Committee are set out in the AIC Code, Disclosure Guidance and Transparency Rule 7.1 and the
Committee’s terms of reference. These include that it shall:
monitor the integrity of the financial statements of the Group and any other formal announcements relating to its financial
performance;
review and challenge, where necessary, the Group’s financial statements;
review annually the adequacy and effectiveness of the Group’s financial reporting and internal control policies and
procedures, including related reporting;
review the Investment Manager’s whistleblowing procedures, adequacy and effectiveness of the compliance function and
its financial viability, when required;
review the adequacy and security of the Group’s arrangements for its contractors to raise concerns, the Group’s service
providers’ procedures for detecting fraud, the Group’s systems and controls for the prevention of bribery and receive
reports on non-compliance;
review all reports on the Group from the Investment Manager’s operational control function and consider annually whether
there is a need for an internal audit function;
oversee the relationship with the external auditor, including considering and making recommendations to the Board in
relation to their appointment, reappointment and removal, including in relation to any tender for the audit service
including approval of audit fees and non-audit services and fees;
recommend valuations of the Group’s investments to the Board and monitor the integrity of the recommended valuations
made by the Investment Manager;
review the content of the annual report and financial statements and advise the Board on whether, taken as a whole, it is
fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s
performance, business model and strategy;
report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities and
shall also formally report to the Board on how it has discharged its responsibilities; and
review and recommend to the Board for approval the Company’s dividend.
MATTERS CONSIDERED IN THE YEAR
The principal matters considered by the Committee were as follows:
the internal controls, including cyber security, and risk management of the Group and Investment Manager;
the Auditors’ fees;
the timetable for the approval, announcement and distribution of dividends;
the valuation of loans and equity, including valuation policy;
the plan for the audit of the Group’s Annual Financial Statements;
the Group’s half-year financial statements and Annual Financial Statements;
making recommendations to the Board regarding interim dividend payments;
key risks in relation to the Group’s financial statements (see page 121 for more details);
the Group’s expected credit loss reserving policy;
the Group’s non-audit services policy;
the Viability and Going Concern statements;
its own performance as a Committee, and its terms of reference; and
the review of investee companies and their association to Russia.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
120 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
INTERNAL AUDIT
The Board has considered the need for an internal audit function and it has decided that the systems and procedures employed
by the Investment Manager and the other third-party providers in relation to the Group give sufficient assurance that a sound
system of internal control, which safeguards the Group’s assets, is maintained. An internal audit function specific to the Group
is therefore considered unnecessary. The requirement, however, will be re-visited on an annual basis in accordance with the
Committee’s terms of reference.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Committee is responsible for satisfying itself that the accounting and internal control systems of the Company, the
Investment Manager and other service providers are appropriate and adequate. The Committee has received reports from the
Investment Manager for the purpose of reviewing the control mechanisms in place and the Committee is satisfied that the
relevant legal and regulatory requirements have been met. The Committee is also responsible for ensuring that compliance is
under proper review and is provided with an update and reports from the Investment Manager at regular Committee meetings.
Risk is inherent in the Group’s activities and accordingly, the Company has established a risk map consisting of the key risks and
controls in place to mitigate those risks. The risk map provides a basis for the Committee and the Board to monitor the effective
operation of the controls and to update the matrix when new risks are identified.
The Investment Manager is responsible for operating the Group’s internal system of control and for initially reviewing its
effectiveness. Such systems are however designed to minimise risk rather than eliminate risk; they can provide only reasonable
and not absolute assurance against material misstatement of loss. The Management Engagement Committee carries out reviews
at least annually of the performance of the Investment Manager as well as the other service providers appointed by the Group.
The following are the key components which the Group has in place to provide effective internal control:
The Board has agreed clearly defined investment criteria and platform restrictions, which specify levels of authority and
exposure limits. The Investment Manager regularly reports to the Audit and Valuation Committee on compliance with these
criteria.
The Board has a procedure to ensure that the Company can continue to be approved as an investment company by
complying with sections 1158/1159 of the Corporation Tax Act 2010.
The Investment Manager and Administrator prepare forecasts and management accounts, covering investment activities
and financial matters, which allow the Committee to assess the Group’s activities and review its performance.
Contractual arrangements with the Investment Manager and other third-party service providers are in place which
specifically define their roles and responsibilities to the Group.
The services and controls of the Investment Manager and other third-party service providers are subject to review by the
Management Engagement Committee on an on-going basis. Regular reports are provided to the Board by the
Administrator and the Depositary.
The Investment Manager’s operations and compliance departments continually review the Investment Manager’s operations and
report to the Committee. The Investment Manager works with the Committee to comply in all material respects with rules and
requirements of governmental authorities (as modified or re-enacted from time to time) applicable to it and obtain appropriate
advice with a view to assisting the Company in its compliance with the laws, rules and regulations (including, without limit, those
relating to environmental matters) prevailing in each jurisdiction in which the Group may invest.
The Committee recognises that these control systems can only be designed to manage, rather than eliminate, the risk of failure
to achieve business objectives and to provide reasonable, but not absolute, assurance against material misstatement or loss.
Discussion of the Group’s principal risks is on pages 21 to 24.
EXTERNAL AUDIT
The Company’s Auditors, PricewaterhouseCoopers LLP (“PwC”), were appointed in 2015. The Committee monitors the Company’s
relationship with the Auditors and has discussed and considered their independence and objectivity. The Auditors also provides
confirmation that they are independent within the meaning of all regulatory and professional requirements and that objectivity
of the audit is not impaired. The Committee is, therefore, satisfied that PwC was independent, especially considering the term of
appointment to date, and will continue to monitor this position. Under the Financial Reporting Council’s regulations, the Company
is required to re-tender, at the latest, by 2025. The Committee intends to retender within this timeframe. Ethical standards
generally require the rotation of the lead audit partner every five years for a listed client. Claire Sandford has acted as lead audit
partner since 2020.
VPC SPECIALTY LENDING INVESTMENTS PLC
121
The Auditors are invited to attend Committee meetings and meet with the Committee and its Chair without the presence of the
Investment Manager. After the external audit has been completed, the Committee obtains feedback on the conduct of the audit.
Following the completion of the audit, the Committee reviewed PwC’s effectiveness by:
discussing the overall risk-based audit process and the audit procedures taken to address the identified significant risks;
considering feedback on the audit provided by the Investment Manager and the Administrator; and
considering the experience, involvement of specialists and continuity of the audit team, including the audit partner.
The Audit and Valuation Committee has considered the significant risks identified by the audit team during the audit of the
financial statements for the year. The feedback provided by the Investment Manager and by the Administrator regarding the
audit team’s performance on the audit is positive. The Committee acknowledged that the audit team, including the audit partner,
comprised staff with appropriate levels of knowledge and experience of the investment trust sector. Accordingly, the Committee
has recommended to the Board that PwC be re-appointed as Auditors at the forthcoming AGM. PwC has confirmed its
willingness to continue in office.
AUDIT FEES AND NON-AUDIT SERVICES
The breakdown of fees between audit services and non-audit services for the period are provided in Note 10 of the financial
statements. There were no non-audit services rendered during the year.
The Committee reviews and approves in advance the provision of non-audit services during the year by the Auditors, taking into
account the recommendations of the Financial Reporting Council. There were no non-audit services provided during the year
and the Committee does not believe there was any impediment to the Auditors’ objectivity and independence from doing this
work during the period.
SIGNIFICANT ISSUES CONSIDERED BY THE AUDIT AND VALUATION COMMITTEE
After discussion with the Investment Manager and the Auditors, the Committee determined that the significant issues considered
by the Committee in the context of the Group’s financial statements were:
SIGNIFICANT AREA HOW ADDRESSED
Investments that are unlisted or not actively traded are valued using a variety of techniques
to determine a fair value, as set out in the accounting policies note on beginning on
page 52, and all such valuations are carefully reviewed by the Investment Manager’s
valuation committee as well as the Committee. Actively traded listed investments are valued
using stock exchange prices provided by third party pricing vendors.
The Investment Manager values the loans at amortised cost and monitors the performance
and repayment of the loans to assess whether any expected credit losses exist, as set out
in the accounting policies note beginning on page 52. The valuation approach has been
reviewed by the Investment Manager’s valuation committee as well as the Committee.
Fraud in income recognition The Investment Manager recognises income as revenue return provided that the underlying
assets of the investments comprise solely income generating loans, or investments in
lending Portfolio Companies which themselves generate net interest income. The
Committee has reviewed income recognition with the Investment Manager and has inquired
with the Auditors regarding the testing performed over income recognition and the
conclusions reached.
These issues were discussed with the Investment Manager and the Auditors at the time the Committee reviewed and agreed to
the Audit plan for the year. After full consideration, the Committee was also content with the judgements made by the
Investment Manager in respect of the key risks.
For and on behalf of the Audit and Valuation Committee
Oliver Grundy
Audit and Valuation Committee, Chair
27 April 2023
Valuation of unquoted
investments reported at fair
value through profit or loss.
Expected credit losses on loans
r
eported at amortised c
ost
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
122 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
DIRECTORS’ REMUNERATION REPORT
ANNUAL STATEMENT FROM THE CHAIR
This Directors’ Remuneration Report for the year ended 31 December 2022 has been prepared in accordance with Schedule 8 of
the Large and Medium-Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and, alongside this
Annual Statement, comprises two separate parts: the Annual Report on Remuneration and the Directors’ Remuneration Report.
The Annual Report on Remuneration sets out payments made to the Directors during the period. This report, including this
Annual Statement, is subject to an advisory vote by Ordinary Resolution at the Company’s forthcoming AGM. The Directors’
Remuneration Report is forward-looking and was approved by shareholders at the Company’s last AGM in June 2021. The
resolution at the 2021 AGM to approve the Directors’ Remuneration Report was passed with 99.96% of the votes ‘for’. The
current shareholder approved policy governs the remuneration of the directors for a period of three years expiring at the AGM
in 2022 (and was passed with 100% of the votes ‘for’). Any views expressed by shareholders on the remuneration being paid to
Directors will be taken into consideration by the Board.
At the 2023 AGM shareholders will be asked to approve a new Directors’ Remuneration Policy set out below. A resolution to
approve the policy must be put to shareholders at least every three years, the current policy having been approved by
shareholders at the 2020 AGM. The new policy that shareholders are being asked to approve does not contain any substantive
changes from the current policy but reflects current best practice. In summary, the changes are:
Directors will be permitted to discuss, but not decide their own remuneration;
Any consideration of Directors’ fees will continue to consider the time commitment and responsibility of each Director but
will also be compared against the Company’s AIC peer group. The Board concluded that a review against the AIC peer
group rather than the wider investment trust industry more accurately reflects the complexity and nature of the
Company’s business; and
Any views expressed by shareholders on the remuneration being paid to Directors will be taken into consideration by the
Board.
During the year, the Directors reviewed the need for the Company to have a separate Remuneration Committee. Due to the
nature and structure of the Company, it was agreed that the role and duties of a Remuneration Committee can continue to be
fulfilled by the Board.
The Directors of the Company are all Non-Executive and receive a fee per annum which for the year ended 31 December 2022
was £55,000 for the Chair and £33,000 for the other Directors. The Chair is entitled to a higher fee to reflect the additional work
required to carry out the role. The Chair of the Audit and Valuation Committee receives an additional fee of £5,500 per annum
for taking on this responsibility. Throughout 2022 no Director received any additional fees in addition to the salary.
DIRECTORS’ REMUNERATION POLICY
The components of the remuneration package for the Company’s Non-Executive Directors, which comprise the Directors’
Remuneration Policy, are set out below:
REMUNERATION TYPE DESCRIPTION AND APPROACH TO DETERMINATION
Fixed fees The Directors are permitted to discuss but not to decide their own remuneration fee.
Directors’ decisions on remuneration are guided by a number of factors and with guidance
from the Company’s brokers and Company Secretary. Directors’ remuneration is also
considered with regard to time commitment, the Company’s AIC peer group and other
economic factors impacting the Company.
These fees shall not exceed £500,000 per annum, divided between the Directors as they
may determine.
Additional fees If any Director, being willing and having been called upon to do so, shall render or perform
extra or special services of any kind, including services on any Committee of the Board, or
shall travel or reside abroad for any business or purposes of the Company, he or she shall be
entitled to receive such sum as the Board may think fit for expenses, and also such
remuneration as the Board may think fit, either as a fixed sum or as a percentage of profits
or otherwise, and such remuneration may, as the Board shall determine, be either in addition
to or in substitution for any other remuneration he or she may be entitled to receive.
VPC SPECIALTY LENDING INVESTMENTS PLC
123
REMUNERATION TYPE DESCRIPTION AND APPROACH TO DETERMINATION
Expenses The Directors shall be entitled to be paid all expenses properly incurred by them in
connection with their attendance at Director or shareholder meetings or otherwise in
connection with the discharge of their duties as Directors of the Company.
Other Directors are not eligible for bonuses, share options or long-term incentives schemes or
other performance-related benefits. There are no pension arrangements in place for the
Directors of the Company.
Directors’ fee levels
RATE AS AT
COMPONENT ROLE 31 DECEMBER 2022 PURPOSE OF REMUNERATION
Annual fee Chair of the Board £55,000 Commitment as Chair of the Board
1
Annual fee Non-executive Director £33,000 Commitment as non-executive Director
2
Additional fee Chair of the Audit & £5,500 For additional responsibilities and time
Valuation Committee commitments
3
Additional fee All Directors Nil No additional payments were made in 2022
to any Director of the Company.
4
The Board’s policy is that the remuneration of all non-executive Directors should reflect the experience of the Board as a whole
and be determined with reference to comparable organisations and appointments. The level of remuneration reflects the specific
circumstances of the Company, the duties, and responsibilities of the Directors, and the value and amount of time committed to
the Company’s affairs. The Board notes that the remuneration of the non-executive Directors may be subject to review in the
future to ensure that the future needs and development of the Company are met.
The Directors hold their office in accordance with the Company’s Articles of Association and their appointment letters. No
Director has a service contract with the Company and there are no notice periods. On termination of their appointment,
Directors should only be entitled to accrued fees as at the date of termination together with reimbursement of any expenses
properly incurred to that date.
Fees of any new Director appointed will be on the above basis and are likely to be in-line with the fees of existing Directors.
Fees payable in respect of subsequent periods will be determined following an annual review. The Company has no employees
other than its Directors who are all Non-Executive. When considering the level of fees, the Board will evaluate the contribution
and responsibilities of each Director and the time spent on the Company’s affairs. Following approval of the Directors’
Remuneration Policy by Shareholders at the AGM in June 2022, the Company believes the remuneration of Directors to be
appropriate given the nature of the Company. The remuneration of Directors will be reviewed against its AIC peer group
organisations with reference to the specific circumstances of the Company and the time committed by the Directors to the
Company’s affairs. The current fees are also within the limits set out in the Company’s Articles of Association, which prohibit the
total aggregate annual fees payable to the Directors in respect of any financial period to exceed £500,000 per annum. Any views
expressed by shareholders on the fees being paid to Directors would be taken into consideration by the Board.
1
The Chair of the Board is paid a higher fee than the other Directors to reflect the more onerous role.
2
The Company’s Articles of Association limit the aggregate fees payable to the Board of Directors to £500,000 per annum.
3
The Chair of the Audit & Valuation Committee is paid a higher fee than the other Directors to reflect the more onerous role.
4
Additional fees would only be paid in exceptional circumstances in relation to the performance of extra or special services.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
124 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
1
Oliver Grundy was appointed as a Director on 12 March 2021.
2
Kevin Ingram retired as Chair of the Board at the Company’s AGM in 2021.
3
Mark Katzenellenbogen received an additional fee for his additional responsibilities and commitment to the Board in 2021.
4
Graeme Proudfoot was appointed as Chair of the Board at the Company’s AGM in 2021.
ANNUAL REPORT ON REMUNERATION
Service Contracts Obligations and Payment on Loss of Office
No Director has a service contract with the Company and as such is not entitled to compensation payments upon termination
of their appointment or loss of office.
Total Remuneration Paid to Each Director (Audited)
31 DECEMBER 31 DECEMBER
2022 2021
DIRECTORS’ REMUNERATION £ £
Oliver Grundy
1
38,500 30,236
Kevin Ingram
2
Nil 13,750
Mark Katzenellenbogen
3
33,000 37,000
Elizabeth Passey 33,000 33,000
Clive Peggram 33,000 34,791
Graeme Proudfoot
4
55,000 44,423
Total 192,500 193,200
No Director is eligible for any pension entitlements.
Share Price Total Return
The graph below compares the shareholder return on the Company’s Shares compared to that of the FTSE All-Share Total Return
Index (“ASX Total Return Index”) from 16 March 2015 to 31 December 2022. The Board has adopted as this measure for the
Company’s performance as there is no widely used comparative benchmark for the underlying credit assets that the Company
invests in.
VSL vs ASX Total Return Index
Source: Bloomberg.
This graph assumes that on the respective placing dates, £100 was invested in the Ordinary Shares and the FTSE All-Share Total
Return Index. The graphs also assume the reinvestment of all cash dividends received prior to any tax effect at the closing share
price on the day the dividend was paid.
60
70
80
90
100
110
120
130
140
150
160
Dec-22
Sep-22
Jun-22
Dec-21
Sep-21
Jun-21
Mar-21
Mar-22
Dec-20
Sep-20
Jun-20
Mar-20
Dec-19
Sep-19
Jun-19
Mar-19
Dec-18
Sep-18
Jun-18
Mar-18
Dec-17
Sep-17
Jun-17
Mar-17
Dec-16
Sep-16
Jun-16
Mar-16
Dec-15
Sep-15
Jun-15
Mar-15
VSL LN Equity ASXTR Index
VPC SPECIALTY LENDING INVESTMENTS PLC
125
Relative Importance of Spend on Pay
The table below shows the proportion of the Company’s income spent on pay.
2022 2021
££
Total Directors’ Remuneration 192,500 193,200
Total Share Buyback Nil 3,741,814
Total Dividend Payments 22,262,111 22,355,761
The 2022 total dividend payments above include the fourth quarter dividend to be paid in the first quarter of 2023. Refer to
Note 15 to the financial statements further disclosures on the total dividend payments.
Remuneration Advisors
The Board has not sought the advice or service by any outside person in respect of its consideration of the Directors’
remuneration.
Directors’ Interests (Audited)
There is no requirement under the Company’s Articles of Association or letters of appointment for Directors to hold shares in
the Company.
The interests of the Directors in the shares of the Company at the end of the period under review were as follows:
31 DECEMBER 31 DECEMBER
DIRECTOR 2022 2021
Oliver Grundy
1
Ordinary Shares 30,000 30,000
Mark Katzenellenbogen Ordinary Shares 215,000 215,000
Elizabeth Passey Ordinary Shares 10,000 10,000
Clive Peggram Ordinary Shares 333,240 333,240
Graeme Proudfoot Ordinary Shares 130,000 130,000
Implementation of Policy in the Next Year
Amendments to the remuneration policy will be proposed to shareholders at the 2023 AGM. The changes to the remuneration
policy will seek approval for:
Directors will be permitted to discuss, b
ut not decide their own remuneration; and
Any discussions on Directors’ remuneration shall take into consideration comparative data retrieved and reviewed
against the Company’s AIC peer group.
The Directors believe that the changes proposed to the remuneration policy will continue to enable the Company to attract and
retain individuals of a calibre appropriate to the future development of the Company. It shall also promote increased
transparency with remuneration supported by factual data obtained from the industry peer group.
1
Oliver Grundy was appointed as a Director on 12 March 2021.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
126 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
Approval
On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Report on Remuneration Implementation
summarises, as applicable, for the year to 31 December 2022:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration made during the year; and
(c) the context in which the changes, if any, occurred and decisions have been taken.
This report was approved by the Board of Directors on 27 April 2023 and signed on its behalf by
Graeme Proudfoot
Chair
27 April 2023
VPC SPECIALTY LENDING INVESTMENTS PLC
127
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE
FINANCIAL STATEMENTS
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law
and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have
prepared the group and the company financial statements in accordance with UK-adopted international accounting standards.
Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing the
financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable UK-adopted international accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and
company will continue in business.
The directors are responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s
and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company
and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies
Act 2006.
The directors are responsible for the maintenance and integrity of the company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
DIRECTORS’ CONFIRMATIONS
The directors consider that the Annual Report and the financial statements, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the Group’s and Company’s position and performance, business
model and strategy.
Each of the directors, whose names and functions are listed in Strategic Report and Directors’ Report confirm that, to the best of
their knowledge:
the group and company financial statements, which have been prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets, liabilities and financial position of the group and company,
and of the loss of the group; and
the Strategic Report and Directors’ Report includes a fair review of the development and performance of the business and
the position of the group and company, together with a description of the principal risks and uncertainties that it faces.
For and on behalf of the Board:
Graeme Proudfoot
Chair
27 April 2023
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
128 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
REGULATORY DISCLOSURES
AIFMD DISCLOSURES
In accordance with the Alternative Investment Fund Managers Directive (“AIFMD”), the Company is an Alternative Investment
Fund (“AIF”) and has appointed Victory Park Capital Advisors, LLC as its Alternative Investment Fund Manager (the “AIFM”) to
provide portfolio management and risk management services to the Company in accordance with the IMA.
The Company is categorised as an externally managed European Economic Area (“EEA”) domiciled AIF for the purposes of the
AIFMD. Since the Investment Manager is a non-EEA AIFM, the Investment Manager is only subject to the AIFMD to the extent
that it markets an EEA AIF in the EEA. Accordingly, the Investment Manager is required to make only certain financial and
non-financial disclosures.
REPORT ON REMUNERATION
AIFMs are obliged to publish certain information for investors and prospective investors and that information may be found
either in this annual report or on the Company’s website. Any information on remuneration not already disclosed in the
remuneration report will be provided to investors on request.
RISK DISCLOSURES
The financial risk disclosures relating to risk framework, gearing and liquidity risk as required in accordance with the AIFMD are
set out on pages 21 to 24 and in Note 6 of the financial statements.
PRE-INVESTMENT DISCLOSURES
The AIFMD requires certain information to be made available to investors in AIFs before they invest and requires that material
changes to this information be disclosed in the annual report of each AIF. The Company’s prospectus, which sets out information
on the Company’s investment strategy and policies, gearing, risk, liquidity, administration, management, fees, conflicts of interest
and other shareholder information is available on the Company’s website. There have been no material changes to this
information requiring disclosure. Any information requiring immediate disclosure pursuant to the AIFMD will be disclosed to the
London Stock Exchange through a primary information provider.
INFORMATION TO BE DISCLOSED IN ACCORDANCE WITH LISTING RULE 9.8.4R
The following table provides cross-references to where the relevant required information by Listing Rule 9.8.4R for the Period is
disclosed.
SECTION LISTING RULE REQUIREMENT LOCATION
9.8.4 (1) Not applicable
9.8.4 (2) Information required in relation to the publication of unaudited financial information. Not applicable
9.8.4 (4) Details of any long-term incentive schemes. Not applicable
9.8.4 (5), (6) Not applicable
9.8.4 (7) Details of any non pre-emptive issues of equity for cash. Not applicable
9.8.4 (8) Not applicable
9.8.4 (9) Details of parent participation in a placing by a listed subsidiary. Not applicable
9.8.4 (10)
9.8.4 (11) Not applicable
9.8.4 (12), (13) Details of waiver of dividends by a shareholder. Not applicable
9.8.4 (14) Board statement in respect of relationship agreement with the controlling shareholder. Not applicable
A statement of the amount of interest capitalised during the period under review and
details of any related tax relief.
Details of any arrangements under which a director has waived emoluments, or agreed
t
o waive an
y future emoluments, from the company.
Details of any non pre-emptive issues of equity for cash by any unlisted major
subsidiary undertak
ing.
Pages 103
and 117
Details of any c
ontract of significance with the Company (or one of its subsidiaries)
with respect to which a director or controlling shareholder is material interested.
Details of any contract of significance for the provision of services to the Company (or
one of its subsidiaries) b
y a contr
olling shareholder.
SHAREHOLDER
INFORMATION
130 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
VPC SPECIALTY LENDING INVESTMENTS PLC
SHAREHOLDER INFORMATION
INVESTMENT OBJECTIVE
The Company provides asset-backed lending solutions to emerging and established businesses with the goal of building
long-term, sustainable income generation. The Company focuses on providing capital to vital segments of the economy, which
for regulatory and structural reasons are underserved by the traditional banking industry. Among others, these segments include
small business lending, working capital products, consumer finance and real estate. The Company offers shareholders access to
a diversified portfolio of opportunistic credit investments originated by non-bank lenders with a focus on the rapidly developing
technology-enabled lending sector. Through rigorous diligence and credit monitoring, the Company generates stable income
with significant downside protection.
As previously disclosed, the Board determined that it would be in the best interests of the Company and its shareholders to put
forward formal proposals for a managed wind-down of the Company. Upon a successful vote at the general meeting on the
proposals put forth by the Board, the updated investment objective of the Company will be to conduct an orderly realisation of
the assets of the Company and be effected in a manner that seeks to achieve a balance between returning cash to Shareholders
promptly and maximising value.
INVESTMENT POLICY
The Company seeks to achieve its investment objectives by investing in opportunities in the financial services market through
portfolio companies and other lending related opportunities.
The Company invests directly or indirectly into available opportunities, including by making investments in, or acquiring interests
held by, third-party funds (including those managed by the Investment Manager or its affiliates).
Direct investments include consumer loans, SME loans, advances against corporate trade receivables and/or purchases of
corporate trade receivables originated by portfolio companies (“Debt Instruments”). Such Debt Instruments may be subordinated
in nature, or may be second lien, mezzanine or unsecured loans.
Indirect investments include investments in portfolio companies (or in structures set up by portfolio companies) through the
provision of senior secured floating rate credit facilities (“Credit Facilities”), equity or other instruments. Additionally, the
Company’s investments in Debt Instruments and Credit Facilities are made through subsidiaries of the Company or through
partnerships in order to achieve bankruptcy remoteness from the platform itself, providing an extra layer of credit protection.
The Company may also invest in other financial services related opportunities through a combination of debt facilities, equity or
other instruments.
The Company may also invest (in aggregate) up to 10% of its Gross Assets (at the time of investment) in listed or unlisted
securities (including equity and convertible securities or any warrants) issued by one or more of its portfolio companies or
financial services entities.
The Company invests across several portfolio companies, asset classes, geographies (primarily US, UK, Europe, Australia, Asia and
Latin America) and credit bands in order to create a diversified portfolio and thereby mitigates concentration risks.
INVESTMENT RESTRICTIONS
The following investment limits and restrictions apply to the Company, to ensure that the diversification of the Company’s
portfolio is maintained, and that concentration risk is limited.
PLATFORM RESTRICTIONS
Subject to the following, the Company generally does not intend to invest more than 20% of its Gross Assets in Debt Instruments
(net of any gearing ring-fenced within any SPV which would be without recourse to the Company), originated by, and/or Credit
Facilities and equity instruments in, any single portfolio company, calculated at the time of investment. All such aggregate
exposure to any single portfolio company (including investments via an SPV) will always be subject to an absolute maximum,
calculated at the time of investment, of 25% of the Company’s Gross Assets.
131
VPC SPECIALTY LENDING INVESTMENTS PLC
ASSET CLASS RESTRICTIONS
Single loans acquired by the Company will typically be for a term no longer than five years.
The Company will not invest more than 20% of its Gross Assets, at the time of investment, via any single investment fund
investing in Debt Instruments and Credit Facilities. In any event, the Company will not invest, in aggregate, more than 60% of
its Gross Assets, at the time of investment, in investment funds that invest in Debt Instruments and Credit Facilities.
The Company will not invest more than 10% of its Gross Assets, at the time of investment, in other listed closed-ended
investment funds, whether managed by the Investment Manager or not, except that this restriction shall not apply to
investments in listed closed-ended investment funds which themselves have stated investment policies to invest no more than
15% of their gross assets in other listed closed-ended investment funds.
The following restrictions apply, in each case at the time of investment by the Company, to both Debt Instruments acquired by
the Company via wholly-owned SPVs or partially-owned SPVs on a proportionate basis under the Marketplace Model, on a
look-through basis under the Asset Backed Lending Model and to any Debt Instruments held by another investment fund in
which the Company invests:
No single consumer loan acquired by the Company shall exceed 0.25% of its Gross Assets.
No single SME loan acquired by the Company shall exceed 5.0% of its Gross Assets. For the avoidance of doubt, Credit
Facilities entered into directly with portfolio companies are not considered SME loans.
No single trade receivable asset acquired by the Company shall exceed 5.0% of its Gross Assets.
OTHER RESTRICTIONS
The Company’s un-invested or surplus capital or assets may be invested in Cash Instruments for cash management purposes and
with a view to enhancing returns to shareholders or mitigating credit exposure.
Where appropriate, the Company will ensure that any SPV used by it to acquire or receive (by way of assignment or otherwise)
any loans to UK consumers shall first obtain the appropriate authorisation from the FCA for consumer credit business.
BORROWING POLICY
Borrowings may be employed at the level of the Company and at the level of any investee entity (including any other investment
fund in which the Company invests or any SPV that may be established by the Company in connection with obtaining gearing
against any of its assets).
The Company may, in connection with seeking such gearing or securitising its loans, seek to assign existing assets to one or
more SPVs and/or seek to acquire loans using an SPV.
The Company may establish SPVs in connection with obtaining gearing against any of its assets or in connection with the
securitisation of its loans (as set out further below). It intends to use SPVs for these purposes to seek to protect the geared
portfolio from group level bankruptcy or financing risks.
The aggregate leverage of the Company and any investee entity (on a look-through basis, including borrowing through
securitisation using SPVs) shall not exceed 1.5 times its NAV (1.5x).
As is customary in financing transactions of this nature, the particular SPV will be the borrower and the Company may from time
to time be required to guarantee or indemnify a third-party lender for losses incurred as a result of certain “bad boy” acts of the
SPV or the Company, typically including fraud or wilful misrepresentation or causing the SPV voluntarily to file for bankruptcy
protection. Any such arrangement will be treated as ‘non-recourse’ with respect to the Company provided that any such
obligation of the Company shall not extend to guaranteeing or indemnifying Ordinary portfolio losses or the value of the
collateral provided by the SPV.
SHARE REGISTER ENQUIRIES
For shareholder enquiries, please contact the Company’s registrar, Link Group on +44 (0) 371 664 0391.
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday (excluding public holidays in England and Wales).
132 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
SHAREHOLDER INFORMATION
continued
VPC SPECIALTY LENDING INVESTMENTS PLC
SHARE CAPITAL AND NET ASSET VALUE INFORMATION
Ordinary £0.01 Shares 278,276,392
SEDOL Number BVG6X43
ISIN Number GB00BVG6X439
SHARE PRICES
The Company’s shares are listed on the London Stock Exchange.
ANNUAL AND HALF-YEARLY REPORTS
Copies of the Annual and Half-Yearly Reports are available from the Investment Manager on and are available on the Company’s
website http://vpcspecialtylending.com.
PROVISIONAL FINANCIAL CALENDAR
June 2023 Annual General Meeting
July 2023 Payment of interim dividend to 31 March 2022
30 June 2023 Half-year End
September 2023 Announcement of half-yearly results
October 2023 Payment of interim dividend to 30 June 2022
December 2023 Payment of interim dividend to 30 September 2022
31 December 2023 Year End
DIVIDENDS
The following table summarises the amounts recognised as distributions to equity shareholders relating to 2022:
£
2022 interim dividend of 2.00 pence per Ordinary Share paid on 21 July 2022 5,565,527
2022 interim dividend of 2.00 pence per Ordinary Share paid on 6 October 2022 5,565,528
2022 interim dividend of 2.00 pence per Ordinary Share paid on 29 December 2022 5,565,528
2022 interim dividend of 2.00 pence per Ordinary Share paid on 30 March 2023 5,565,528
Total 22,262,111
DEFINITIONS OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES
The Group uses the terms and alternative performance measures below to present a measure of profitability which is aligned
with the requirements of our investors and potential investors, to draw out meaningful subtotals of revenues and earnings and
to provide additional information not required for disclosure under accounting standards to assist users of the financial
statements in gauging the profit levels of the Group. Alternative performance measures are used to improve the comparability
of information between reporting periods, either by adjusting for uncontrollable or one-off factors which impact upon IFRS
measures or, by aggregating measures, to aid the user understand the activity taking place. The Strategic Report includes both
statutory and adjusted measures, the latter of which, reflects the underlying performance of the business and provides a more
meaningful comparison of how the business is managed. APMs are not considered to be a substitute for IFRS measures but
provide additional insight on the performance of the business. All terms and performance measures relate to past performance:
133
VPC SPECIALTY LENDING INVESTMENTS PLC
Discount to NAV – Calculated as the difference in the NAV (Cum Income) per Ordinary Share and the Ordinary Share price
divided by the NAV Cum (Income) per Ordinary Share.
Dividend Yield on Average NAV – Calculated as the dividends declared during 2022 divided by the average Net Asset Value
(Cum Income) of the Company for the year.
Gross Returns – The gross revenue and gross capital returns represent the return on shareholder’s funds per share on
investments of the Company before operating and other expenses of the Company.
Look-Through Gearing Ratio – The aggregate gearing of the Company and any investee entity (on a look through basis,
including borrowing through securitisations using SPVs) shall not exceed 1.50 times its NAV (1.5x).
NAV (Cum Income) or NAV or Net Asset Value – The value of assets of the Company less liabilities determined in accordance
with the accounting principles adopted by the Company.
NAV (Cum Income) Return – The theoretical total return on shareholders’ funds per share reflecting the change in NAV assuming
that dividends paid to shareholders were reinvested at NAV at the time dividend was announced.
Inception to
2022 Calculation 2021 Calculation Date Calculation
(A) Closing NAV (Cum Income) per share 98.19p 114.14p 98.19p
(B) Opening NAV (Cum Income) per share 114.14p 95.72p 98.00p
(C) Dividends declared and paid 8.00p 8.00p 55.59p
D = (A – B + C) / B –6.97% 27.60% 56.91%
NAV per Share (Cum Income) – The NAV (Cum Income) divided by the number of shares in issue.
Net Returns – Represents the return on shareholder’s funds per share on investments of the Company after operating and other
expenses of the Company.
Ongoing Charges Ratio – Ongoing charges represents the management fee and all other operating expenses, excluding finance
costs, transaction costs and any performance fee payable, expressed as a percentage of the average net asset values during the
year.
2022 Calculation 2021 Calculation
(A) Ongoing Charges £5,911,749 £5,460,145
(B) Average Net Asset Value £296,360,140 £304,231,779
C = A / B 1.99% 1.79%
Premium/(Discount) to NAV (Cum Income) – The amount by which the share price of the Company is either higher
(at a premium) or lower (at a discount) than the NAV per Share (Cum Income), expressed as a percentage of the NAV per share.
Share Price – Closing share price at month end (excluding dividends reinvested).
Total Shareholder Return – Calculated as the change in the traded share price from 31 December 2022 to 31 December 2021
plus the dividends declared in 2022 divided by the traded share price as at 31 December 2021.
Inception to
2022 Calculation 2021 Calculation Date Calculation
(A) Closing Ordinary Share price 83.10p 92.20p 83.10p
(B) Opening Ordinary Share price 92.20p 78.70p 100.00p
(C) Dividends declared and paid 8.00p 8.00p 55.59p
D = (A – B + C) / B –1.19% 27.32% 38.69%
Trailing Twelve Month Dividend Yield – Calculated as the total dividends declared over the last 12 months as at 31 December
2022 divided by the 31 December 2022 closing share price.
134 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
SHAREHOLDER INFORMATION
continued
VPC SPECIALTY LENDING INVESTMENTS PLC
CONTACT DETAILS OF THE ADVISERS
Directors Oliver Grundy
Mark Katzenellenbogen
Elizabeth Passey
Clive Peggram
Graeme Proudfoot
all of the registered office below
Registered Office 6th Floor
65 Gresham Street
London EC2V 7NQ
United Kingdom
Company Number 9385218
Website Address https://vpcspecialtylending.com
Corporate Brokers Jefferies International Limited
100 Bishpsgate
London EC2N 4JL
United Kingdom
Winterflood Securities Limited
Cannon Bridge House
25 Dowgate Hill
London EC4R 2GA
Investment Manager and AIFM Victory Park Capital Advisors, LLC
150 North Riverside Plaza, Suite 5200
Chicago
IL 60606
United States
Company Secretary Link Company Matters Limited
Beaufort House
51 New North Road
Exeter EX4 4EP
United Kingdom
Administrator Citco Fund Administration (Cayman Islands) Limited
3 Second Street, Harborside Plaza 10, 6th Floor
Jersey City
NJ 07302
United States
Registrar Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
PR Advisor Montfort Communications
Chelsea Harbour
109 Harbour Yard
London
SW10 0XD
United Kingdom
135
VPC SPECIALTY LENDING INVESTMENTS PLC
Custodians Merrill Lynch, Pierce, Fenner & Smith Incorporated
101 California Street
San Francisco
CA 94111
United States
English Legal Adviser to the Company Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
United Kingdom
Independent Auditors PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
United Kingdom
VPC Specialty Lending Investments PLC
6th Floor, 65 Gresham Street
London EC2V 7NQ
United Kingdom