ANNUAL REPORT
AND AUDITED
FINANCIAL STATEMENTS
For the year ended 31 December 2024
VPC SPECIALTY LENDING
INVESTMENTS PLC
INTRODUCTION
Financial Highlights 1
Introduction to the Company and the Group 4
Investment Objectives 4
STRATEGIC REPORT
Chairman’s Statement 6
Investment Manager’s Report 8
Business Model 14
Performance Management 15
Principal Risks 16
Culture 22
Employees, Human Rights, Social 23
and Community Issues
Board Diversity 23
Environmental, Social, and Governance 23
(ESG) Issues
Streamlined Energy and Carbon 23
Reporting (SECR)
INDEPENDENT AUDITORS’ REPORT
Independent Auditors’ Report 25
FINANCIAL STATEMENTS
Consolidated Statement of 34
Financial Position
Consolidated Statement of 36
Comprehensive Income
Consolidated Statement of 38
Changes in Equity
Consolidated Statement of 40
Cash Flows
Parent Company Statement of 42
Financial Position
Parent Company Statement of 43
Changes in Equity
Parent Company Statement of 45
Cash Flows
Notes to the Consolidated 46
Financial Statements
GOVERNANCE
Board of Directors 91
Directors’ Report 92
Corporate Governance Statement 97
Audit and Valuation Committee Report 110
Directors’ Remuneration Report 113
Statement of Directors’ Responsibilities in 118
Respect of the Financial Statements
Regulatory Disclosures 119
SHAREHOLDER INFORMATION
Shareholder Information 121
Definitions of Terms and Alternative 124
Performance Measures
Contact Details of the Advisers 125
CONTENTS
Company Number 9385218
FINANCIAL HIGHLIGHTS
RETURN SUMMARY FOR THE YEAR ENDED 31 DECEMBER 2024
All the terms and alternative performance measures above are defined on page 124.
Inception to Date
Total Shareholder Return
(based on share price)
2.92%
(2023: 29.79%)
Inception to Date
NAV (Cum Income) Return
30.29%
(2023: 47.44%)
Ordinary Share Price
at 31 December 2024
27.95p
(2023: 66.20p)
Net Asset Value per Ordinary
Share at 31 December 2024
52.71p
(2023: 80.91p)
Discount to NAV
at 31 December 2024
46.98%
(2023: 18.18%)
2024 NAV (Cum Income)
Return
–20.78%
(2023: –9.45%)
Trailing Twelve Month
Dividend
7.12p
(2023: 8.00p)
Total Shareholder Return
at 31 December 2024
(based on share price)
–40.59%
(2023: –10.71%)
Total Net Return
–£46.77 million
(2023: –£25.83 million)
Revenue Return
£14.27 million
(2023: £25.62 million)
Net Asset Value (“NAV”) at
31 December 2024
£146.69 million
(2023: £225.14 million)
INTRODUCTION
VPC SPECIALTY LENDING INVESTMENTS PLC
1
COMPANY PERFORMANCE
The table below illustrates the Company’s Cumulative NAV return and dividend per share for the last three years from 1 January
2022 to 31 December 2024.
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 increased from 18.18% to 46.98% at the end of 2024 when compared to 2023. The largest discount during
the year was 54.28% (2023: 27.40%) while the smallest discount was 16.10% (2023: 13.32%). 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 15.
Discount
Price
NAV
Price and NAV
(cum income)
Premium / Discount
25.00
35.00
45.00
55.00
65.00
75.00
85.00
95.00
105.00
115.00
125.00
Dec-24Sep-24Jun-24Mar-24Dec-23Sep-23Jun-23Mar-23Dec-22Sep-22Jun-22Mar-22Dec-21
–60.00%
–50.00%
–40.00%
–30.00%
–20.00%
–10.00%
0.00%
10.00%
20.00%
30.00%
NAV Return (%)
Dividends (p)
15
20
25
30
35
40
45
50
55
60
Dividend
NAV
NAV Return (%)
Dividends (p)
15
20
25
30
35
40
45
50
55
60
Dividend
NAV
Oct-24
Jul-24
Apr-24
Jan-24
Oct-23
Jul-23
Apr-23
Jan-23
Oct-22
Jul-22
Apr-22
Jan-22
INTRODUCTION continued
VPC SPECIALTY LENDING INVESTMENTS PLC
2 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
TOP TEN POSITIONS
The tables below provide a summary of the top ten exposures of the Group, net of gearing, as at 31 December 2024 by both
asset backed lending and equity investment. 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 121 and 122) to consider the application of the restrictions in this
policy on a look-through basis.
ASSET BACKED LENDING INVESTMENT COUNTRY EXPOSURE (£)
Deinde Group, LLC United States 47,505,155
FinAccel Pte Ltd Singapore 17,949,298
Razor Group GmbH Germany 14,072,822
Infinite Commerce Holdings, LLC United States 11,783,186
Essor Group Assets, LLC United States 9,791,201
Counsel Financial Holdings LLC United States 7,603,521
Dave, Inc. United States 3,835,298
Kueski, Inc. United States 2,054,892
SellerX Germany GMBH & Co. KG Germany 1,713,684
Nelo, Inc. United States 1,000,176
EQUITY INVESTMENTS COUNTRY EXPOSURE (£)
Legal Finance Investment United States 5,311,636
FinAccel Pte Ltd Singapore 5,072,098
VPC Impact Acquisition Holdings II United States 4,895,618
Essor Group Assets, LLC United States 3,953,988
Calumet Capital Partners, LLC United States 2,332,794
Kueski, Inc. United States 2,003,593
Statera Capital Partners, LLC United States 1,957,665
Caribbean Financial Group Holdings, L.P. United States 1,842,941
wefox Holding AG Switzerland 1,456,858
VPC Impact Acquisition Holdings III United States 1,238,044
VPC SPECIALTY LENDING INVESTMENTS PLC
3
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
seeks to generate 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 109. The investment policy can be found beginning on page 121 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 2024 (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 Equity Shares (Commercial Companies) (formerly 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 OBJECTIVE
The Company’s investment objective is to conduct an orderly realisation of the assets of the Company, to be effected in
a manner that seeks to achieve a balance between returning cash to Shareholders promptly and maximising value.
INVESTMENT POLICY
The Company’s investments will be realised in an orderly manner, that is, with a view to achieving a balance between returning
cash to Shareholders promptly and maximising value.
Until 30 June 2023, the Company could make new investments directly (in aggregate) up to 5% of its Gross Assets (at the time
of the investment) in consumer loans, SME loans, advances against corporate trade receivables and/or purchases of corporate
trade receivables originated by portfolio companies (“Debt Instruments”).
Beyond this date, the Company may not make any new investments save that: (a) investments may be made to honour existing
documented contractual commitments to existing portfolio companies as a majority of the Company’s investments are delayed
draw term loans; (b) further investment may be made into the Company’s existing investments without redemption rights in
order to preserve the value of such investments; and (c) realised cash may be invested in cash or cash equivalents, government
or public securities (as defined in the rules of the UK Financial Conduct Authority), money market instruments, bonds,
commercial paper or other debt obligations with banks or other counterparties having a “single A” (or equivalent) or higher credit
rating as determined by any internationally recognised rating agency selected by the directors of the Company (which may or
may not be registered in the European Union) (“Cash Instruments”) pending its return to Shareholders in accordance with the
Company’s investment objective.
Any return of proceeds to the Shareholders will be subject to compliance with existing gearing facilities and hedging
arrangements, payment of expenses and reserves for potential liabilities.
The Company will continue to comply with the restrictions imposed by the Listing Rules.
INTRODUCTION continued
VPC SPECIALTY LENDING INVESTMENTS PLC
4 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
STRATEGIC
REPORT
The Strategic Report comprises a review of the Company’s performance for the year ended 31 December 2024, 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
6 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
CHAIRMAN’S STATEMENT
I present to you the full-year results for the Group for 2024. Over the year, the performance of the portfolio has been
disappointing. Net returns from the portfolio were negative with unrealised negative capital returns offsetting positive revenue
returns. A number of investments were realised, and the Investment Manager continued to explore exit opportunities for the
portfolio’s remaining debt and equity positions. The Board continues to explore ways in which to accelerate the wind down with
its advisers and with the Investment Manager.
The significant decline in the share price reflects continued weakness in the portfolio and a general derating of listed investment
companies during 2023 and 2024. This came as investors discounted illiquid assets and responded to higher interest rates. The
initial rate cuts by the US Federal Reserve that we saw as 2024 progressed have not yet improved sentiment sufficiently to
prompt a rerating. The most severely affected companies have been alternative investment vehicles, including those specialising
in credit, alternative energy and infrastructure. This sectoral background provides some context for the decline in the Company’s
share price. We also acknowledge the impact of the wind-down process on the trading of shares in the Company.
In the Investment Manager’s report, you can read about the progress made to date with the wind-down. Over the year, the
Company continued to pay dividends, made an initial B-share distribution to Shareholders and removed its currency hedges.
While the removal of the hedges means additional exposure to movements in the exchange rate, the Company no longer bears
the cost of the hedges and has freed up the capital that was required to support the hedging programme.
The negative capital returns in the portfolio came largely from the Company’s eCommerce holdings. The eCommerce sector has
faced considerable challenges in recent years, and the Investment Manager has had to navigate these sector-specific difficulties
with caution and patience in order to protect value.
The Board and the Investment Manager are focused on the wind-down of the portfolio. In doing so, both parties are aiming to
strike an optimal balance between early liquidity and maximising value. This has required the extension of some maturity dates
and the provision of follow-on funding to preserve value in some of the Company’s investments. Despite this backdrop, the
Investment Manager expects a substantial portion of the NAV to be returned during 2025.
2024 HIGHLIGHTS
Gross revenue return of 9.54% offset by a gross capital return of (26.02)%;
Total net asset value (NAV) return of (20.78)% for the year and 30.29% from inception to date;
Total Shareholder return of (40.59)% for the year and 2.92% from inception to date;
A first distribution of £11.9 million through the B-share scheme, representing 5.12% of the Company’s NAV at 31 January
2024; and
Total dividends of 7.12 pence per share were declared during the year.
THE COMPANY’S BUSINESS
Throughout 2024, the Investment Manager has continued to realise value through debt repayments and the sale of equity
securities, in line with the wind-down policy approved by Shareholders at the General Meeting in June 2023. Over 2024,
proceeds of approximately $58.4 million were generated from the sale or redemption of Company investments. These proceeds
have either been distributed to Shareholders or used to reduce the level of gearing in the portfolio. Gearing repayments totalled
$22.3 million during the year. Total borrowings were $27.7 million as at 31 December 2024. Gearing was eliminated entirely,
however, in February 2025 following the sale of $29.1 million in assets.
In May, the Company made an initial distribution to Shareholders of £11.9 million as at the date it was announced, through the
issue and redemption of B Shares. The capital returned represented 5.12% of the Company’s net asset value on 31 January 2024.
At the date of this report, the Company expects the return of capital on several investments that should result in distributions
during the year.
The changes to the portfolio brought about by the wind-down are having the expected impact on the dividends paid by the
Company, as I noted in the half-year report in September 2024. Accordingly, the dividend has fallen from 2.00 pence per share
in 2023 to 1.89 pence per share for each of the first two quarters of 2024 and 1.34 pence for the third quarter. Net revenue
generated by the Company each quarter will be distributed to Shareholders. As previously stated, we expect that the dividend
will continue to fall as the income from the portfolio is reduced during the progression towards full wind-down.
As also noted in the half-year report in September 2024, the Board set out to reduce the portfolio hedging of foreign exchange
exposure. This hedging was removed entirely by the end of the year to release some capital and to remove the ongoing cost of
maintaining the hedging.
VPC SPECIALTY LENDING INVESTMENTS PLC
7
THE COMPANY’S ESG IMPACT
The Investment Manager continues to operate under its environmental, social and governance (“ESG”) policy. Throughout the
realisation process, the Investment Manager is ensuring that ESG considerations remain embedded in its approach and continues
to emphasise the fair, responsible and ethical treatment of portfolio companies. In addition, throughout the realisation process,
the Company continues to have policies and procedures in place to maintain a culture of good governance. These include
policies and procedures relating to all aspects of diversity, equity and inclusion.
OPERATIONAL RESILIENCE
Risk management remains a critical function throughout the realisation process. The Investment Manager maintains
comprehensive operational processes and procedures that support a culture of compliance and institutional best practices.
Technology systems and best-in-class service providers are used to supplement internal capabilities. The Investment Manager’s
expertise and experience in credit and structuring, ability to navigate uncertain market conditions and emphasis on stringent
risk management should facilitate a disciplined and orderly realisation of the Company’s assets. The repayment of all gearing has
helped mitigate risk. However, an inevitable consequence of the wind-down is that the portfolio is likely to be more volatile,
reflecting a proportionate increase in the equity component of the Company’s assets.
BOARD COMPOSITION
In my last statement in September, I noted that two new directors had joined the Board in June: Nick Campsie and Martin Rigby.
Throughout the second half of the year, Nick and Martin added considerable value to the work of the Board thanks to the
pertinent experience and expertise that they have brought to the Company. This came both in the Board’s general
responsibilities and through their membership of the Company’s Audit & Valuation, and Management Engagement Committees.
We look forward to Nick and Martin’s continued contributions as we seek to accelerate the wind-down process in 2025.
OUTLOOK
Conditions were challenging in 2024. The Board nevertheless believes that the Investment Manager will make more substantial
progress in 2025, accelerating the wind-down of the Company and the return of capital to Shareholders. The portfolio is exposed
to current market uncertainty coupled with the possibility of recession. It is likely that tariffs will have a negative effect on all
businesses in the eCommerce sector – though the exact medium to long term impact is not yet known due to the rapidly
developing nature of the situation. The impacts may include reducing margins, liquidity tightening, challenges in planning
inventory requirements and supply chain disruption. Given the breadth of the newly announced tariff regime, near term
challenges may be unavoidable.
Pressures in the high yield market as well as the USD exchange rate are also likely to make the market for the Company’s assets
challenging.
Although we continue to be disappointed by the performance of the Company’s unrealised equity portfolio, we note that this
is also partly due to sector-specific challenges concentrated in the eCommerce holdings. The Company has seen better
performance from its non-eCommerce asset-backed security investments where the Investment Manager’s credit expertise and
approach to risk management have been effective.
Your Board will continue to work closely with the Investment Manager towards what we hope will be the timely realisation of
the Company’s assets.
Graeme Proudfoot
Chairman
24 April 2025
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
8 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
INVESTMENT MANAGER’S REPORT
ABOUT VPC
The Company’s investment manager is Victory Park Capital Advisors, LLC (the “Investment Manager” or “VPC”), a global alternative
asset manager that specialises in private asset-backed credit. In addition, VPC offers comprehensive structured financing and
capital markets solutions through its affiliate platform, Triumph Capital Markets. Founded in 2007, VPC is headquartered in
Chicago. In 2024, VPC became a majority-owned affiliate of Janus Henderson Group. This allows VPC to draw on the broader
resources of Janus Henderson’s 2,000+ employees across offices in 24 cities worldwide. VPC is a Registered Investment Advisor
with the US Securities and Exchange Commission.
1
VPC seeks to partner with businesses that have strong corporate governance
structures, compelling growth trajectories and defensible market positions. As at 31 December 2024, VPC had invested
approximately $10.6 billion across more than 230 investments since inception. VPC believes that 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.
VPC was founded by Richard Levy and Brendan Carroll, who have worked together for nearly two decades across multiple credit
cycles and market environments. As at 31 March 2025, VPC employed over 64 professionals across its investment, risk and
operations, legal and investor relations teams. For more information, please visit www.victoryparkcapital.com.
REVIEW OF PERFORMANCE IN 2024
In 2024, VPC continued to work towards the Company’s wind-down. As in 2022 and 2023, positive revenue returns were
outweighed by negative unrealised capital returns. Realised capital returns were modestly positive over the year. At the year-end,
the Company’s asset-backed lending investments represented approximately 76% of the total gross asset value of the investment
portfolio. The remainder of the investment portfolio consists of the Company’s equity interests and cash.
The main negative factor in 2024 was the performance of the Company’s eCommerce portfolio. In a continuation of the trends
of 2023, eCommerce companies struggled in an environment of relatively slow growth and constrained consumption. Supply
chains remained under pressure, with Houthi attacks on shipping in the Red Sea and transit through the Panama Canal still
affected by drought in the earlier part of the year. As a result, many Portfolio Companies continued to cut costs and reassess
their strategic combinations.
The eCommerce debt mark-downs over the year were reflected in the valuation of VPC Synthesis, L.P. (“VPC Synthesis”). VPC
Synthesis is an A/B tranche structure, meaning investors receive a fixed preferred return first, before the VPC fund investments
in which the Company participates receive any payments. The impact of the debt mark-downs resulted in the Company’s Class
B interest in VPC Synthesis being marked down to zero.
Razor Group GmbH (“Razor”) was the largest individual driver of credit losses. Razor faced substantial performance headwinds
over the year. These were latterly exacerbated by unexpected delays in inventory inbounds. In November 2024, the Company
funded an additional $0.6 million (alongside existing lenders) into Razor to help address the company’s liquidity needs. While
gross profit margins recovered toward the end of the year, driven by ongoing operating and cost-saving initiatives, sales volumes
continue to decline meaningfully because of capital limitations and suboptimal inventory levels. Razor and its stakeholders are
actively evaluating strategic alternatives, including additional M&A opportunities, to achieve further scale and operating
synergies. The Investment Manager revised the carrying value of VPC’s position in Razor downward to reflect its continued
adverse performance.
Elsewhere in the eCommerce portfolio, the Investment Manager has continued to work with Portfolio Companies as they
strengthen their balance sheets and evaluate additional strategic combinations. In June, the Investment Manager announced the
completion of a merger of four leading Amazon aggregators: Juvo Plus, Cap Hill Brands, Dragonfly and Moonshot Brands. As a
result of this merger, the Company now holds both debt and equity in the newly formed company, Infinite Commerce Holdings,
LLC – now one of the world's largest developers and sellers of consumer products on eCommerce marketplaces.
During the year, VPC made considerable progress in exiting some of the portfolio’s FinTech positions. In October, the Investment
Manager completed an assignment and assumption transaction in which the Company sold all outstanding equity holdings in
West Creek Financial, Inc. The transaction resulted in total proceeds of $2.3 million and a realised gain of $1.0 million. In
November, VSL fully exited its debt position in Caribbean Financial Group Holdings, L.P., generating total proceeds of $4.0 million.
The Company continues to hold an equity stake in Caribbean Financial.
1
Registration with the SEC does not imply a certain level of skill or training.
VPC SPECIALTY LENDING INVESTMENTS PLC
The performance of the equity portfolio was disappointing. The most significant driver of the equity portion of the portfolio was
the unlisted investment in digital insurance platform WeFox Holding AG (WeFox”). Regulatory challenges forced the business to
seek further funding, including an additional investment of $0.4 million from the Company in March. The Investment Manager
has valued the current WeFox shares based on the most recently available information from the company. More information is
expected to be released by the company in the first half of 2025. The Investment Manager continues to monitor the discussions
between WeFox and its shareholders.
Over the course of the year, some of the Company’s debt investments were partially converted into equity. These included Razor,
as part of a merger with PerchHQ, LLC (“Perch”), and Heyday Technologies Inc (“Heyday”)/ Essor Group Assets, LLC, (“Essor”).
The table below outlines the gross revenue and capital returns by sector (FinTech, eCommerce, Legal Finance and special-
purpose acquisition companies (“SPACs”)).
COMPANY PERFORMANCE
Below are details of the Company’s Total Returns as a percentage of NAV and pence per share relative to the weighted average
shares outstanding in 2024.
1 January 2024 to 31 December 2024 Total Return (% of NAV)
Sector
Investment
Exposure
2024 Revenue Return 2024 Capital Return
% of NAV
Pence
per Share
% of NAV
Pence
per Share
FinTech 65% 4.86% 3.92p –10.61% –8.58p
eCommerce 25% 3.57% 2.89p –18.18% –14.71p
Legal Finance 6% 0.68% 0.55p 1.08% 0.88p
SPAC 4% 0.00% 0.00p 1.69% 1.36p
Cash – 0.43% 0.35p 0.00% 0.00p
9.54% 7.71p –26.02% –21.05p
–25.00%
–20.00%
–15.00%
–10.00%
–5.00%
0.00%
5.00%
10.00%
Total
Return
F/X and Other
Returns
Performance
Fees
Operating
Expenses
Finance
Costs
Equity
Investment
Capital Return
Credit
Investment
Capital Return
Revenue
Return
9.54%
–20.78%
–3.55%
–22.47%
–1.79%
0.00%
–1.09%
–1.42%
9
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
10 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1 January 2024 to 31 December 2024 Total Return (pence per share)
INVESTMENTS
Under the terms agreed for the wind-down, the Investment Manager is not permitted to make any new investments save that:
(i) investments may be made to honour existing documented contractual commitments to existing Portfolio Companies (as a
majority of the Company’s investments are delayed-draw term loans); (ii) further investment may be made into the Company’s
existing investments without redemption rights in order to preserve the value of such investments; and (iii) realised cash may
be invested in cash or cash equivalents, government or public securities (as defined in the rules of the UK Financial Conduct
Authority), money market instruments, bonds, commercial paper or other debt obligations with banks or other counterparties
having a “single A” (or equivalent) or higher credit rating as determined by any internationally recognised rating agency selected
by the Directors of the Company (which may or may not be registered in the European Union) pending its return to Shareholders
in accordance with the Company’s investment objective.
In 2024, the Company made follow-on investments totalling £1.5 million. The Company will continue to honour existing
documented contractual commitments to Portfolio Companies as they arise.
At the end of the year, the expected credit loss (ECL) reserve as a percentage of total loans at amortised cost was 12.5%, up
from 4.0% at the end of 2023. The largest driver of this increase was Razor.
The table below reflects the stated maturities of the underlying asset-backed lending investment facilities, as at 31 December
2024, and the amounts shown (in millions) reflect the carrying value of the investments, less the projected paydowns on the
Company’s gearing facility as at the same date.
Asset-Backed Lending Investments: Profile of Contractual Maturities
less Projected Borrowing Paydowns (£ millions)
As at 31 December 2024
–
20.00p
–
15.00p
–
10.00p
–5.00p
0.00p
5.00p
10.00p
Total
Return
F/X and Other
Returns
Performance
Fees
Operating
Expenses
Finance
Costs
Equity
Investment
Capital Return
Credit
Investment
Capital Return
Revenue
Return
7.71p
–16.81p
–3.35p
–17.70p
–1.46p
0.00%
–0.86p
–1.14p
£0
£5
£10
£15
£20
£25
£30
Q4 2028Q3 2028Q2 2028Q1 2028Q4 2027Q3 2027Q2 2027Q1 2027Q4 2026Q3 2026Q2 2026Q1 2026Q4 2025Q3 2025
Q3 2024 Forecast Values
Q4 2024 Forecast Values
VPC SPECIALTY LENDING INVESTMENTS PLC
Over 2024, certain asset-backed lending investment maturities were extended to reflect changes in the circumstances of the
particular investment or the prevailing market conditions. These included debt investments in Razor, Essor and Integra Credit
Holdings, LLC. In each case, these extensions were made to preserve value for the Shareholders. Although maturity dates may
be extended on certain investments, the Investment Manager and the Company will continue to look for ways to exit the
investments before the stated maturity date, where possible, realising the Company’s assets in an orderly manner that achieves
a balance between maximising the value received from investments and making timely returns of cash to Shareholders.
During the realisation process, VPC will continue to draw on its longstanding reputation and relationships with management
teams, industry professionals and experts to determine the most cost-effective distribution mechanisms for maximising
Shareholder value. In 2025, VPC has made progress towards generating liquidity and has successfully completed the sales of
certain assets of the Company through third party syndication and sales. Since 31 December 2024, FinAccel Pte Ltd, Alloy
Merchant Finance LP, Dave, Inc., Flexible Finance, Inc., Habi (Inversiones MCN SAS), Kueski, Inc., and Mendel (Enbalg Group Corp.),
the Legal Finance Investment, Statera Capital Partners, LLC, Stem Disintermedia Inc., VPC Impact Acquisition Holdings III, and
Cognical Inc. have been exited and returned proceeds to the Company at their prevailing estimated fair market values.
Collectively the transactions generated $15.6 million in liquidity for the Company after the repayment of leverage. Additionally,
VPC received the initial liquidating distribution of $0.8 million from VPC Offshore Unleveraged Private Debt Fund, with a final
distribution to the Company expected by mid-April. The Company continues to look for additional opportunities to create
liquidity of the remaining portfolio in a way that maximises value to shareholders.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) INVESTMENT CONSIDERATIONS
The Investment Manager has a long history of commitment to ESG considerations as part of its investment process and firm-wide
operations. As part of its standard risk management process, VPC actively monitors its Portfolio Companies across all dimensions
of risk and performance, including ESG.
The Investment Manager believes that the realisation process has minimal ESG implications. 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 the overall assessment of ESG risks.
As an investment trust, the Company is not required to provide information in compliance with The FSB Task Force on
Climate-related Financial Disclosures (TCFD).
For any follow-on investments in existing Portfolio Companies or material restructurings of existing investments, the Investment
Manager will re-evaluate the ESG risks and communicate any potential incremental ESG risks to the formally designated
“ESGOfficer” and “ESG Coordinator”, as well as the Investment Committee, before any such follow-on investment or restructuring.
SUMMARY AND HIGHLIGHTS FOR 2024
The financial and business highlights for 2024 are as follows:
Q1 2024:
One of the Company’s SPAC investments, ZeroFox, Inc. (NASDAQ: ZFOX), announced that it had entered into a definitive
agreement to be acquired by Haveli Investments. As a result, the Company’s $6.6 million convertible-note investment
(L&FAcquisition Holdings Fund, L.P.) was to be repaid, and the common shares (JAR Sponsor, LLC) were redeemed resulting
in total proceeds of $7.7 million.
Two of the Company’s eCommerce investments, Razor and Perch, closed a transaction in which Razor acquired Perch in an
all-stock deal.
The Company made a follow-on investment of £0.4 million in WeFox to preserve the value of the investment.
Q2 2024:
The Company announced an initial ~£11.9 million distribution through the B-share Scheme, representing approximately 5%
of the Company’s 31 January 2024 NAV. The Company distributed the initial B-Share redemption to Shareholders, which
represented a 4.26p return.
The Board paid a dividend of 1.89p. This represents a 2.00p equivalent dividend after adjusting for the reduction to NAV
as a consequence of the B Shares redeemed in May.
The Company received proceeds of $6.6 million related to its convertible-note investment in L&F Acquisition Holdings
Fund, LLC, following the acquisition of ZeroFox by Haveli in February. This represents a full exit of the position and a
realised gain of $1.1 million.
The Company received proceeds of $0.8 million related to partial return of capital of its Legal Credit investment.
11
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
12 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
The Company completed a restructuring of its investment in Integra Credit Holdings, LLC. As a result of the amendment,
a portion of the accrued interest was capitalised into a new non-interest-bearing note. The maturity date was extended to
31 December 2025.
The Investment Manager received a partial repayment of $1.6 million on the Company’s investment in Caribbean Financial
Group.
The Investment Manager announced that it had facilitated transactions that resulted in a merger of four leading Amazon
aggregators: Juvo Plus, Cap Hill Brands, Dragonfly and Moonshot Brands. The resultant company, Infinite Commerce, is one
of the world's largest developers and sellers of consumer products on eCommerce marketplaces.
Q3 2024:
The Board paid a dividend of 1.89 pence per share for the three-month period to 30 June 2024.
The Company received $3.9 million in proceeds from Sunbit Inc. equity which represents a full exit of the position. The
proceeds consisted of $0.7 million of return capital and a realised gain of $3.2 million.
The Company fully exited its investment in Covalto Ltd., ahead of the scheduled maturity date of 22 November 2024,
resulting in $0.2 million being returned to the Company. This represents a full return of principal capital as well as interest
on the full life of the investment.
The Company’s Heyday warrants and $1.7 million of its asset-backed debt investment in Heyday were restructured into
a newly formed Essor preferred equity security. This resulted in a $1.6 million increase in valuation.
Q4 2024:
In October 2024, VPC completed an assignment and assumption transaction in which the Company sold all outstanding
equity holdings in West Creek Financial, Inc. The equity holdings were previously held at the expected exit value as
disclosed in the 30 September 2024 Quarterly Report. The transaction resulted in total proceeds of $2.3 million and a
realised gain of $1.0 million.
In November 2024, VSL fully exited its debt position in Caribbean Financial Group Holdings, L.P., at par., generating total
proceeds of $4.0 million.
In November 2024, VSL funded an additional $0.6 million into Razor Group GmbH (“Razor”) to help address the company’s
liquidity needs.
In November 2024, the Board of Directors of the Company declared an interim dividend of 1.34 pence per share for the
three-month period to 30 September 2024. The dividend was paid in December 2024 to shareholders on the register as of
November 2024. The ex-dividend date was 21 November 2024. The 1.34 pence per share dividend represents 1.04 pence
generated by the net revenue return earned for the three-month period to 30 September 2024 and 0.30 pence from
existing revenue reserves.
In December 2024, VSL received $0.7 million in cash proceeds returned at par from its debt investment in Agora Brands.
As noted in the half-year report in September 2024, the Board set out to reduce the portfolio hedging, and by the end of
the year, VSL fully settled all FX hedges (EUR and USD) with a total notional value of $227.6 million. The portfolio assets
increased in value through December to offset the cash outflow required to settle the open hedge liabilities. This resulted
in a net cash payment of $7.2 million, which includes a $7.6 million cash payment to settle the hedging liabilities, offset
by the release of $0.4 million in collateral.
During the quarter, the Company reduced the Barings leverage facility by $4.5 million ($1 million in October plus
$3.5 million in November). As at 31 December 2024, $27.7 million remains outstanding on the facility.
Subsequent events
The Board paid a dividend of 1.06 pence per share for the three-month period to 31 December 2024.
The Company announced that it fully repaid and terminated the gearing facility on 24 February 2025. The facility was
repaid with proceeds from the sale of a legal finance investment at its 31 December 2024 carrying value and the sale of
the FinAccel Pte Ltd asset backed investments at par plus accrued interest. These two transactions, highlighted in the
December quarterly report, generated proceeds of $29.0 million.
Since 31 December 2024, the Company has completed transactions to exit FinAccel Pte Ltd Senior Notes, Alloy Merchant
Finance LP Senior Notes, Dave, Inc. Senior Notes and Common Shares, Flexible Finance, Inc. Senior Notes, Habi (Inversiones
MCN SAS) Senior Notes, Kueski, Inc. Senior Notes, Mendel (Enbalg Group Corp.) Senior Notes and Warrants, the Legal
Finance Equity Investment, Statera Capital Partners, LLC Equity Investment, Beforepay Common Shares, Stem Disintermedia
Inc. Senior Notes and Warrants, VPC Impact Acquisition Holdings III Common Shares, Bakkt Common Shares, and Cognical
Inc. Common Shares Collectively the transactions generated $42.8 million in proceeds for the Company.
Additionally, VPC received the initial liquidating distribution of $0.8 million from VPC Offshore Unleveraged Private Debt
Fund, with a final distribution to the Company expected by mid-April.
OUTLOOK
The Company and Investment Manager are disappointed with the recent performance of the portfolio but have continued to
progress on creating liquidity on a number of positions, several of which opportunities were successfully closed during Q1 and
Q2 2025. The Company’s portfolio is varied in terms of performance and saleability. The focus on near-term liquidity is expected
to continue to be on better-performing, more saleable positions, reflecting that other parts of the portfolio may require a longer
time frame to maximise value for shareholders.
The main market themes of 2024 were familiar: high interest rates, lacklustre economic growth in many countries, and the
ongoing conflicts in Ukraine and the Middle East. An unprecedented number of national elections compounded the uncertainty.
From September, however, the US Federal Reserve began to cut its benchmark interest rates. After three reductions in late 2024,
further cuts are expected in 2025. The European Central Bank and the Bank of England also began to cut rates in 2024 and are
likewise expected to reduce them further this year.
With financing options constrained by still-high interest rates and the excitement over generative artificial intelligence limiting
the available funding for other technology-focused companies, venture capital (“VC”) markets were subdued in 2024. The
Portfolio Companies are typically high-growth businesses that have historically raised their funding through venture capital or
private equity, so a further loosening of monetary policy may improve their fundraising opportunities. There is no certainty as
to the timing and extent of any rate cuts, however.
The Investment Manager continues to monitor the tariff and broader macroeconomic events closely. VPC believes that the most
likely near term impact of tariffs and broader macro headwinds will be on the eCommerce investments given that the tariffs, as
well as any reduction in consumer spending will have a direct impact on these investments. Outside of eCommerce, VPC does
not foresee any near term credit impacts stemming from the macro environment and the recent market volatility.
In continuing to work towards the realisation of the Company’s assets, the Investment Manager will take full account of market
circumstances, along with any situations specific to individual Portfolio Companies. In some cases, it will be in the best interests
of Portfolio Companies and Shareholders alike to provide Portfolio Companies with additional time to repay asset-backed lending
investments in full. Though maturity dates may be extended on certain investments, VPC and the Company will look for ways to
potentially exit the investments before the stated maturity date, where possible.
The Investment Manager will remain focused on mitigating external credit risks and managing downside protection in the
investment portfolio to ensure a timely return of capital to Shareholders and manage an orderly realisation process.
Victory Park Capital Advisors, LLC
Investment Manager
24 April 2025
VPC SPECIALTY LENDING INVESTMENTS PLC
13
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
14 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
BUSINESS MODEL
COMPANY STATUS
The Company is registered as a public limited company under the Companies Act 2006 and is an investment company under
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.
INVESTMENT OBJECTIVE
The Company’s investment objective is to conduct an orderly realisation of the assets of the Company, to be effected in
a manner that seeks to achieve a balance between returning cash to Shareholders promptly and maximising value.
INVESTMENT POLICY
The Company’s investments will be realised in an orderly manner, that is, with a view to achieving a balance between returning
cash to Shareholders promptly and maximising value.
Until 30 June 2023, the Company may make new investments directly (in aggregate) up to 5% of its Gross Assets (at the time
of the investment) in consumer loans, SME loans, advances against corporate trade receivables and/or purchases of corporate
trade receivables originated by portfolio companies (“Debt Instruments”).
Following this period, the Company may not make any new investments save that: (a) investments may be made to honour
existing documented contractual commitments to existing portfolio companies as a majority of the Company’s investments are
delayed draw term loans; (b) further investment may be made into the Company’s existing investments without redemption
rights in order to preserve the value of such investments; and (c) realised cash may be invested in cash or cash equivalents,
government or public securities (as defined in the rules of the UK Financial Conduct Authority), money market instruments,
bonds, commercial paper or other debt obligations with banks or other counterparties having a “single A” (or equivalent) or
higher credit rating as determined by any internationally recognised rating agency selected by the directors of the Company
(which may or may not be registered in the European Union) (“Cash Instruments”) pending its return to Shareholders in
accordance with the Company’s investment objective.
Any return of proceeds to the Shareholders will be subject to compliance with existing gearing facilities and hedging
arrangements, payment of expenses and reserves for potential liabilities.
The Company will continue to comply with the restrictions imposed by the Listing Rules.
MANAGEMENT ARRANGEMENTS
The Company has an independent Board of Directors which has appointed Victory Park Capital Advisors, LLC (“VPC” or the
“Investment Manager”), 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.
Details of the Investment Management fee and performance fees payable to VPC during the period are set out in Note 10 on
pages 80 and 81.
VPC SPECIALTY LENDING INVESTMENTS PLC
15
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 8.
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 93.
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 2024 was 1.98%, compared to 2.04% for
2023. 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.
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
16 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 April 2024. 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, 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 2024, 46% of the loans had a stated maturity
date of less than a year compared to 53% as at 31 December
2023.
In general, the weighted average maturity profile of the
Group’s assets was lower than 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 121 and 122. The
Board reviews cash flow forecasts to ensure the group can
meet its liabilities as they fall due.
Subsequent to year end, the Company fully repaid the gearing
facility and repaid all currency hedging liabilities.
The Investment Manager monitors the cash balances of the
Group daily to ensure that all ongoing expenses can be paid as
they come 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.
A majority of the Company’s investments are in debt and
unlisted equity investments. 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 a timely manner.
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 because of liquidity constraints. In such
circumstances, the overall returns to the Group from its
investments may be adversely affected.
Additionally, the risk exists that upon a maturity date of the
debt investments that the portfolio company may not be able
to refinance the Company and as a result, the maturity date
may need to be extended to allow for a refinance.
VPC SPECIALTY LENDING INVESTMENTS PLC
17
RISK MITIGATION
There is inherent credit risk in the Group’s investments in credit
assets. This can be partially mitigated by the first loss
protection provided by the Portfolio Company under the Asset
Backed Lending Model.
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 continuously monitors its existing Portfolio
Companies which span across several asset classes,
geographies (primarily US, UK, Europe, Australia, Asia and Latin
America) and credit bands to ensure diversification and to
mitigate concentration risks.
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 121 and 122. 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.
Subsequent to year end, the Company fully repaid the gearing
facility and repaid all currency hedging liabilities.
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 121
and 122.
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.
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.
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
18 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
RISK MITIGATION
As the Company manages the wind-down of the portfolio, the
investment portfolio will become less diversified and increase
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 Board reviews the price, interest rate and currency risk
with the Investment Manager to ensure that exposure to these
risks are appropriately mitigated but during the wind down,
the Group will not have the same ability to mitigate these risks.
The Company’s exposure to changes in foreign exchange rates
has significantly increased since the Company removed its
currency hedges.
As the Company executes the new investment objective of an
orderly winddown of the Company, the Board and Investment
Manager are both focused on retaining investment trust status
and distributing at least 85% of the income earned.
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 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.
Discussion on the Group’s risk management and internal controls is on page 111.
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.
REGULATORY RISK
A
s an inv
estment 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.
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.
VPC SPECIALTY LENDING INVESTMENTS PLC
19
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
of 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 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 considered at every Board
meeting. All discussions involve careful consideration 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 104 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
optimum delivery of the Company’s investment objective.
STRATEGIC REPORT continued
VPC SPECIALTY LENDING INVESTMENTS PLC
20 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 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 Company’s brokers, and other
board members 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
broker 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 or the
dividend policy and actioned as and when appropriate.
VPC SPECIALTY LENDING INVESTMENTS PLC
21
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 deliver the 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. 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
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
22 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 of the Company’s objectives. 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 102).
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 100. 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
23
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 2024, the Board of Directors of the Company comprised five male Directors. As at the date of this report the
Board composition remains unchanged. The Board acknowledges the benefits of diversity and remains committed to ensuring
that the Company’s Directors bring a wide range of skills, knowledge, experience, backgrounds and perspectives and in the
circumstances of the Company winding down has prioritised bringing specifically relevant technical skills to the board through
its recent appointments. Further details of the Company’s diversity policy are set out on page 106.
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 and is therefore exempt
from reporting. 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
24 April 2025
INDEPENDENT
AUDITORS’ REPORT
VPC SPECIALTY LENDING INVESTMENTS PLC
25
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 2024 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 and Audited Financial Statements (the “Annual
Report”), which comprise: the Consolidated and Parent Company Statements of Financial Position as at 31 December 2024; 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, comprising material accounting policy information and other explanatory information.
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 parent company).
Valuation of loans at amortised cost (group).
Materiality
Overall group materiality: £1,467,000 (2023: £2,300,000) based on 1% of total equity.
Overall company materiality: £1,467,000 (2023: £2,300,000) based on 1% of total equity.
Performance materiality: £1,100,000 (2023: £1,720,000) (group) and £1,100,000 (2023: £1,720,000) (company).
VPC SPECIALTY LENDING INVESTMENTS PLC
26 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 the
valuation of 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 on a sample basis:
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 3 equity securities (comprising common
stock, preferred stock, warrants and convertible debt), 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
of valuations based on the underlying inputs and
assumptions 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.
Valuation of investment assets designated as held
at fair value through profit or loss (group and
parent company)
Refer to the Audit and Valuation Committee Report
‘Significant issues considered by the Audit and Valuation
Committee’; Note 2 Material 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 3 under the IFRS 13 fair value hierarchy and comprise
investment in funds of £638,095 (company: £638,095) and
equity securities of £30,804,664 (company: nil).
The net change in unrealised losses on investments in
funds recorded by the group and company during the year
was material (2024: £17,146,887; 2023 £13,049,352).
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 by the company at 31 December 2024
are based on the net asset value (“NAV”) of the fund.
Fair value of equity securities classified as level 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 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
27
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
the following substantive testing over a sample of loans, 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 independently replicated the ECL models for a sample of
loans using the group’s inputs and assumptions and
compared the result to the ECL recorded.
We assessed the appropriateness of the significant
assumptions and methodologies used for fintech models on
a sample basis, including probability weightings assigned to
the scenarios. Our analysis included assessing the timing
and default risk of cash flows used in the scenarios and the
impact of applying alternative assumptions.
On a sample basis, we tested the appropriateness of
probability of default applied to eCommerce exposures by
performing a sensitivity analysis of the impact of reasonable
movements in the probability of default and comparing the
ECL coverage to comparable lenders.
On a sample basis, we tested the integrity of the data used
in the models to supporting documentation.
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 in the financial statements.
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 operating under our instruction. Our interactions with
PricewaterhouseCoopers LLP Chicago included regular communication throughout the audit, including the issuance of
instructions, a review of working papers and formal clearance meetings.
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 Material 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
£119,983,485 for the group as at 31 December 2024. The
amount is net of the expected credit loss (“ECL”) allowance
of £14,999,020. 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
carrying value.
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 timing and default risk of cash flows for certain
fintech exposures; and
The probability of default applied to the e-Commerce
portfolio exposures.
VPC SPECIALTY LENDING INVESTMENTS PLC
28 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
INDEPENDENT AUDITORS’ REPORT
continued
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 materiality allocated across components was £1,394,000.
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% (2023: 75%) of overall materiality, amounting to £1,100,000
(2023: £1,720,000) for the group financial statements and £1,100,000 (2023: £1,720,000) 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 £147,000 (group audit) (2023: £230,000) and £147,000 (company audit) (2023: £230,000) as well as misstatements below
those amounts that, in our view, warranted reporting for qualitative reasons.
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 the Company’s investment objective and investment policy required for an
orderly realisation of the assets of the Company;
Understanding and evaluating the group’s financial forecasts and stress testing of those forecasts, including the severity of
the stress scenarios that were used;
Validation of year end financial resources such as cash and interest rate borrowings;
Financial statements – group Financial statements – company
Overall materiality £1,467,000 (2023: £2,300,000). £1,467,000 (2023: £2,300,000).
How we determined it
1% of total equity (rounded to the nearest
thousand).
Rationale for benchmark applied
1% of total equity (rounded to the
nearest thousand).
We have applied this benchmark, a
generally accepted auditing practice for
investment trust company 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
company 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
29
Obtaining and evaluating debt compliance certificates and covenants testing; and
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.
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 2024 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.
VPC SPECIALTY LENDING INVESTMENTS PLC
30 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
INDEPENDENT AUDITORS’ REPORT
continued
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.
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.
VPC SPECIALTY LENDING INVESTMENTS PLC
31
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 and other relevant committee minutes to identify any significant or unusual transactions or other matters
that could require further investigation;
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;
Identifying and testing journal entries meeting specific fraud criteria, including those posted to certain account
combinations.
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.
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.
VPC SPECIALTY LENDING INVESTMENTS PLC
32 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
INDEPENDENT AUDITORS’ REPORT
continued
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 ten years, covering the years ended 31 December 2015 to
31 December 2024.
OTHER MATTER
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R
and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over
whether the structured digital format annual financial report has been prepared in accordance with those requirements.
Claire Sandford (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
24 April 2025
FINANCIAL
STATEMENTS
31 DECEMBER FINANCIAL STATEMENTS | 31 DECEMBER | ||
2024 CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 2023 | ||
NOTES | £ | £ | |
Assets VPC SPECIALTY LENDING INVESTMENTS PLC AS AT 31 DECEMBER 2024 | |||
Cash and cash equivalents | 7 | ||
Cash posted as collateral | 7 | ||
Derivative financial assets | 3,4 | ||
Interest receivable | |||
Dividend and distribution receivable | |||
Management fee receivable | 10 | ||
Other assets and prepaid expenses | |||
Loans at amortised cost | 3,9 | ||
Investment assets designated as held at fair value through profit or loss | 3 | ||
Total assets | |||
Liabilities | |||
Management fee payable | 10 | ||
Other liabilities and accrued expenses | |||
Notes payable | 8 See Notes to the consolidated financial statements set out on pages 46 to 89. | ||
Total liabilities | |||
Total assets less total liabilities | 34 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
31 DECEMBER | 31 DECEMBER | ||
2024 CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 2023 | ||
NOTES VPC SPECIALTY LENDING INVESTMENTS PLC | £ | £ | |
Capital and reserves AS AT 31 DECEMBER 2024 | |||
Called–up share capital | |||
Share premium account | |||
Earmarked B Share Premium | 14 | ||
Other distributable reserve | 14 | ||
Capital reserve | ( | ( | |
Revenue reserve | |||
Currency translation reserve | |||
Total equity attributable to shareholders of the Parent Company | |||
Total equity | |||
Net Asset Value per Ordinary Share | 12 See Notes to the consolidated financial statements set out on pages 46 to 89. | 35 |
REVENUE | CAPITAL | TOTAL FINANCIAL STATEMENTS continued CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | ||
NOTES VPC SPECIALTY LENDING INVESTMENTS PLC FOR THE YEAR ENDED 31 DECEMBER 2024 | £ | £ | £ | |
Revenue | ||||
Net loss on investments | 5 | ( | ( | |
Foreign exchange loss | ( | ( | ||
Interest income | 5 | |||
Other income | 5 | |||
Total return | ( | ( | ||
Expenses | ||||
Management fee | 10 | |||
Credit impairment losses | 9 | |||
Other expenses | 10 | |||
Total operating expenses | ||||
Finance costs | ||||
Net return on ordinary activities before taxation | ( | ( | ||
Taxation on ordinary activities | 11 | |||
Net return on ordinary activities after taxation | ( | ( | ||
Attributable to: | ||||
Equity shareholders | ( | ( | ||
Non–controlling interests | 18 | |||
Return per Ordinary Share (basic and diluted) (pence) | 13 | ( | ( | |
Other comprehensive income | ||||
Currency translation differences | 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 | |||
Total comprehensive income (expense) | See Notes to the consolidated financial statements set out on pages 46 to 89. | ( | ( 36 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 operations. Amounts in Other comprehensive income may be reclassified to profit or loss in future periods. |
REVENUE VPC SPECIALTY LENDING INVESTMENTS PLC | CAPITAL | TOTAL CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | ||
NOTES FOR THE YEAR ENDED 31 DECEMBER 2023 | £ | £ | £ | |
Revenue | ||||
Net loss on investments | 5 | ( | ( | |
Foreign exchange loss | ( | ( | ||
Interest income | 5 | |||
Other income | 5 | |||
Total return | ( | ( | ||
Expenses | ||||
Management fee | 10 | |||
Credit impairment losses | 9 | |||
Other expenses | 10 | |||
Total operating expenses | ||||
Finance costs | ||||
Net return on ordinary activities before taxation | ( | ( | ||
Taxation on ordinary activities | 11 | |||
Net return on ordinary activities after taxation | ( | ( | ||
Attributable to: | ||||
Equity shareholders | ( | ( | ||
Non–controlling interests | 18 | |||
Return per Ordinary Share (basic and diluted) (pence) | 13 | ( | ( | |
Other comprehensive income | ||||
Currency translation differences | 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 | |||
Total comprehensive income (expense) | See Notes to the consolidated financial statements set out on pages 46 to 89. | ( | ( 37 operations. Amounts in Other comprehensive income may be reclassified to profit or loss in future periods. |
CALLED UP | SHARE | EARMARKED B FOR THE YEAR ENDED 31 DECEMBER 2024 | SPECIAL | OTHER CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | CURRENCY | TOTAL FINANCIAL STATEMENTS continued | ||||
SHARE | PREMIUM | SHARE | DISTRIBUTABLE | DISTRIBUTABLE | CAPITAL | REVENUE | TRANSLATIONSHAREHOLDERS’ | |||
CAPITAL | ACCOUNT | PREMIUM | RESERVE | RESERVE | RESERVE | RESERVE | RESERVE | EQUITY | ||
£ | £ | £ | £ | £ | £ | £ | £ | £ | ||
Opening balance at 1 January 2024 38 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 | ( | |||||||||
Creation of Earmarked B | ||||||||||
Share Premium | ( | |||||||||
Return on ordinary activities | ||||||||||
after taxation | ( | ( | ||||||||
B shares issued during the year | ( | |||||||||
B shares redeemed during the year | ( | ( VPC SPECIALTY LENDING INVESTMENTS PLC | ||||||||
Dividends declared and paid | ( | ( | ||||||||
Other comprehensive income | ||||||||||
Currency translation differences | ||||||||||
Closing balance at 31 December 2024 | See Notes to the consolidated financial statements set out on pages 46 to 89. | ( | The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies (“AIC”). | |||||||
CALLED UP | EARMARKED B FOR THE YEAR ENDED 31 DECEMBER 2023 | SHARE | OTHER CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | CURRENCY | TOTAL | ||||
SHARE | SHARE | PREMIUM | DISTRIBUTABLE | CAPITAL | REVENUE | TRANSLATIONSHAREHOLDERS’ | |||
CAPITAL | PREMIUM | ACCOUNT | RESERVE | RESERVE | RESERVE | RESERVE | EQUITY | ||
£ | £ | £ | £ | £ | £ | £ | £ | ||
Opening balance at 1 January 2023 | ( | ||||||||
Return on ordinary activities | |||||||||
after taxation | ( | ( | |||||||
Dividends declared and paid | ( | ( | |||||||
Other comprehensive income | |||||||||
Currency translation differences | |||||||||
Closing balance at 31 December 2023 39 | See Notes to the consolidated financial statements set out on pages 46 to 89. | ( | VPC SPECIALTY LENDING INVESTMENTS PLC The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies (“AIC”). | ||||||
31 DECEMBER CONSOLIDATED STATEMENT OF CASH FLOWS | 31 DECEMBER | ||
2024 | 2023 FINANCIAL STATEMENTS continued | ||
NOTES VPC SPECIALTY LENDING INVESTMENTS PLC FOR THE YEAR ENDED 31 DECEMBER 2024 | £ | £ | |
Cash flows from operating activities: | |||
Total comprehensive income (expense) | ( | ( | |
Adjustments for: | |||
– Interest income | ( | ( | |
– Dividend and distribution income | 5 | ( | ( |
– Finance costs | |||
– Exchange losses | |||
Total | ( | ( | |
Loss on investment assets designated as held at fair value through profit or loss | |||
Loss (gain) on derivative financial instruments | ( | ||
Decrease (increase) in management fee receivable | ( | ||
Decrease (increase) in other assets and prepaid expenses | ( | ||
Increase (decrease) in management fee payable | ( | ||
Decrease in deferred income | ( | ||
Decrease in due to broker | ( | ||
Increase (decrease) in other liabilities and accrued expenses | ( | ||
Interest received | |||
Purchase of loans | ( | ( | |
Redemption or sale of loans | |||
Impairment of loans | |||
Net cash inflow from operating activities | |||
Cash flows from investing activities: | |||
Investment income received | |||
Purchase of investment assets designated as held at fair value through profit or loss | ( | ( | |
Sale of investment assets designated as held at fair value through profit or loss | |||
(Increase) decrease of cash posted as collateral | ( | ||
Net cash inflow from investing activities | See Notes to the consolidated financial statements set out on pages 46 to 89. | 40 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
31 DECEMBER CONSOLIDATED STATEMENT OF CASH FLOWS | 31 DECEMBER | ||
2024 | 2023 | ||
NOTES VPC SPECIALTY LENDING INVESTMENTS PLC FOR THE YEAR ENDED 31 DECEMBER 2024 | £ | £ | |
Cash flows from financing activities: | |||
Dividends distributed | ( | ( | |
B Shares Redeemed | ( | ||
Proceeds from note payable | 8 | ||
Repayment of note payable | ( | ( | |
Finance costs paid | 8 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
Net change in cash and cash equivalents | ( | ( | |
Exchange gains/(losses) on cash and cash equivalents | ( | ||
Cash and cash equivalents at the beginning of the year | |||
Cash and cash equivalents at the end of the year | 7 See Notes to the consolidated financial statements set out on pages 46 to 89. | 41 |
FINANCIAL STATEMENTS continued
VPC SPECIALTY LENDING INVESTMENTS PLC
42 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 DECEMBER 31 DECEMBER
2024 2023
NOTES £ £
Assets
Cash and cash equivalents 7 8,299,518 6,562,491
Cash posted as collateral 7 711,232 699,081
Derivative financial assets 3,4 – 1,870,615
Interest receivable 5,531,877 13,382,356
Management fee receivable 10 – 31,146
Other current assets and prepaid expenses 727,689 2,960,210
Investments in subsidiaries 17 131,931,159 184,812,034
Investment assets designated as held at fair value through profit or loss 3 638,095 15,888,315
Total assets 147,839,570 226,206,248
Liabilities
Management fee payable 10 109,188 –
Other liabilities and accrued expenses 1,039,664 1,066,097
Total liabilities 1,148,852 1,066,097
Total assets less total liabilities 146,690,718 225,140,151
Capital and reserves
Called–up share capital 20,300,000 20,300,000
Share premium account 51,040,000 161,040,000
Earmarked B Share Premium 98,141,001 –
Other distributable reserve 14 112,779,146 112,779,146
Capital reserve (159,759,351) (98,707,895)
Revenue reserve 24,189,922 29,728,900
Total equity 146,690,718 225,140,151
Net return for the year ended on ordinary activities after taxation (46,777,155) (25,826,144)
The financial statements on pages 34 to 89 were approved by the Board of Directors on 24 April 2025 and signed on its
behalf by:
Graeme Proudfoot
Chair
24 April 2025
See Notes to the consolidated financial statements set out on pages 46 to 89.
VPC SPECIALTY LENDING INVESTMENTS PLC
43
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
CALLED UP EARMARKED B SHARE SPECIAL OTHER
SHARE SHARE PREMIUM DISTRIBUTABLE DISTRIBUTABLE CAPITAL REVENUE TOTAL’
CAPITAL PREMIUM ACCOUNT RESERVE RESERVE RESERVE RESERVE EQUITY
££££££££
Opening balance at 1 January 2024 20,300,000 – 161,040,000 – 112,779,146 (98,707,895) 29,728,900 225,140,151
Creation of Earmarked B Share Premium – 110,000,000 (110,000,000)–––––
Return on ordinary activities after taxation –––––(61,051,456) 14,274,301 (46,777,155)
B shares issued during the year – (11,858,999) – 11,858,999––––
B shares redeemed during the year – – – (11,858,999)–––(11,858,999)
Dividends declared and paid ––––––(19,813,279) (19,813,279)
Other comprehensive income
Currency translation differences ––––––––
Closing balance at 31 December 2024 20,300,000 98,141,001 51,040,000 – 112,779,146 (159,759,351) 24,189,922 146,690,718
See Notes to the consolidated financial statements set out on pages 46 to 89.
FINANCIAL STATEMENTS continued
VPC SPECIALTY LENDING INVESTMENTS PLC
44 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
CALLED UP EARMARKED B SHARE OTHER
SHARE SHARE PREMIUM DISTRIBUTABLE CAPITAL REVENUE TOTAL’
CAPITAL PREMIUM ACCOUNT RESERVE RESERVE RESERVE EQUITY
£££££££
Opening balance at 1 January 2023 20,300,000 – 161,040,000 112,779,146 (47,260,404) 26,369,664 273,228,406
Amounts paid on repurchase of Ordinary Shares –––––––
Return on ordinary activities after taxation ––––(51,447,491) 25,621,347 (25,826,144)
Dividends declared and paid –––––(22,262,111) (22,262,111)
Closing balance at 31 December 2023 20,300,000 – 161,040,000 112,779,146 (98,707,895) 29,728,900 225,140,151
See Notes to the consolidated financial statements set out on pages 46 to 89.
VPC SPECIALTY LENDING INVESTMENTS PLC
45
PARENT COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
31 DECEMBER 31 DECEMBER
2024 2023
NOTES £ £
Cash flows from operating activities:
Net return for the year ended on ordinary activities after taxation (46,777,155) (25,826,144)
Adjustments for non-cash items:
– Interest income (18,371,806) (32,007,975)
– Exchange losses 2,631,588 996,450
Total (62,517,373) (56,837,669)
Unrealised loss on investment assets designated as held at fair value
through profit or loss 17,314,906 7,511,217
Unrealised loss on investments in subsidiaries 45,577,152 38,940,772
Loss (gain) on derivative financial instruments 1,870,615 (4,071,908)
Decrease (increase) in management fee receivable 31,146 (31,146)
Decrease in other assets and prepaid expenses 2,227,630 55,506
Increase (decrease) in management fee payable 109,188 (97,785)
Decrease in due to broker – (4,848,569)
Decrease in deferred income – (41,201)
Increase (decrease) in other liabilities and accrued expenses 87,581 (306,307)
Net cash inflow/(outflow) from operating activities 4,700,845 (19,727,090)
Cash flows from investing activities:
Interest received 26,113,162 24,109,426
Purchase of investment assets designated as held at fair value through
profit or loss – (955,922)
Sale of investment assets designated as held at fair value through
profit or loss – 31,300
Purchase of investments in subsidiaries (3,271,696) (92,780,274)
Sales of investment in subsidiaries 2,903,355 105,302,927
Cash posted as collateral (12,151) 1,523,653
Net cash inflow from investing activities 25,732,670 37,231,110
Cash flows from financing activities
Dividends paid (19,813,279) (22,262,111)
B Shares Redeemed (11,858,999) –
Net cash outflow from financing activities (31,672,278) (22,262,111)
Net change in cash and cash equivalents (1,238,763) (4,758,091)
Exchange gains (losses) on cash and cash equivalents 2,975,790 (3,320,065)
Cash and cash equivalents at the beginning of the year 6,562,491 14,640,647
Cash and cash equivalents at the end of the year 7 8,299,518 6,562,491
See Notes to the consolidated financial statements set out on pages 46 to 89.
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
46 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
47
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
48 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
49
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
50 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
51
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
52 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
53
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
54 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
55
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
56 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC | ||||||
57 | ||||||
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
58 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
59
FINANCIAL STATEMENTS continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC
60 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
VPC SPECIALTY LENDING INVESTMENTS PLC | ||||
61 |
FOR THE YEAR ENDED 31 DECEMBER 2024 VPC SPECIALTY LENDING INVESTMENTS PLC | FINANCIAL STATEMENTS continued | |||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||||
TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 | |
DERIVATIVE FINANCIAL ASSETS | £ | £ | £ | £ |
Forward foreign exchange contracts | 1,870,615 | – | 1,870,615 | – |
Total 31 December 2024: | 1,870,615 | – | 1,870,615 | – The following tables analyse the fair value hierarchy of the Parent Company’s assets and liabilities measured at fair value at |
INVESTMENT ASSETS DESIGNATED | TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 |
AS HELD AT FAIR VALUE | £ | £ | £ | £ |
Investments in funds | 638,095 | – | – | 638,095 |
Total There were no outstanding derivative financial assets or liabilities as at 31 December 2024. 31 December 2023: | 638,095 | – | – | 638,095 |
INVESTMENT ASSETS DESIGNATED | TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 |
AS HELD AT FAIR VALUE | £ | £ | £ | £ The following table analyses the fair value hierarchy of the Parent Company’s assets and liabilities measured at fair value at |
Investments in funds | 15,888,315 | – | – | 15,888,315 |
Total | 15,888,315 | – | – | 15,888,315 |
62 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC | ||||||
INVESTMENTS | COMMON | PREFERRED | CONVERTIBLE | |||
TOTAL | IN FUNDS | STOCK | STOCK | WARRANT | DEBT The following table presents the movement in Level 3 positions for the year ended 31 December 2023 for the Group: | |
£ | £ | £ | £ | £ £ | ||
Beginning balance, 1 January 2023 | 126,298,432 | 22,474,910 | 13,089,233 | 52,310,062 | 13,902,427 | 24,521,800 |
Purchases | 15,814,999 | 955,922 | 7,828,658 | 244,219 | 1,920,153 | 4,866,047 |
Sales | (20,389,976) | (31,300) | (7,840,028) | (867,079) | (3,307,706) | (8,343,863) |
Transfer In (Out) | (252,724) | – | (209,162) | – | (43,562) | – |
Net change in unrealised | ||||||
gains (losses) | (46,824,828) | (7,511,217) | 2,199,427 | (20,260,585) | (10,514,837) | (10,737,616) |
Ending balance, 31 December 2023 | 74,645,903 | 15,888,315 | 15,068,128 | 31,426,617 | 1,956,475 | 10,306,368 |
63 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
FINANCIAL STATEMENTS continued | |
FOR THE YEAR ENDED 31 DECEMBER 2024 VPC SPECIALTY LENDING INVESTMENTS PLC | |
64 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC | ||
65 |
FINANCIAL STATEMENTS continued | |||
FOR THE YEAR ENDED 31 DECEMBER 2024 VPC SPECIALTY LENDING INVESTMENTS PLC | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
5. INCOME AND GAINS ON INVESTMENTS AND LOANS | ||
66 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC
67
FINANCIAL STATEMENTS continued | ||||
FOR THE YEAR ENDED 31 DECEMBER 2024 | ||||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||||
68 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC | ||||
FORWARD | NET The table below presents the net exposure to foreign currency at 31 December 2024. The table excludes all GBP assets and | |||
ASSETS | LIABILITIES | CONTRACTS | EXPOSURE | |
31 DECEMBER | 31 DECEMBER | 31 DECEMBER | 31 DECEMBER | |
2024 | 2024 liabilities recorded on the Parent Company’s Statement of Financial Position. | 2024 | 2024 | |
£ | £ | £ | £ | |
Euro | 945,754 | – | – | 945,754 |
US Dollar | 131,709,663 | – | – | 131,709,663 |
Swiss Francs | 546,222 | – | – | 546,222 |
Australian Dollars | 496,523 | – | – | 496,523 If the GBP exchange rate simultaneously increased/decreased by 10% against the above currencies, the impact on profit would be an increase/decrease of £13,369,816. 10% is considered to be a reasonably possible movement in foreign exchange rates. |
69 |
FOR THE YEAR ENDED 31 DECEMBER 2024 | |||||||
VPC SPECIALTY LENDING INVESTMENTS PLC | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | FINANCIAL STATEMENTS continued | |||||
WITHIN | ONE TO | OVER FIVE | |||||
ONE YEAR | FIVE YEARS | YEARS | TOTAL | ||||
£ | £ | £ | £ | ||||
Liabilities | |||||||
Notes payable | – | 22,132,171 | – | 22,132,171 | |||
Management fee payable | 109,188 | – | – | 109,188 | |||
Other liabilities and accrued expenses | 1,039,664 | – | – | 1,039,664 | |||
Total The following tables show the contractual maturity of the financial assets and financial liabilities of the Group as at 31 December 2023: | 1,148,852 | 22,132,171 | – | 23,281,023 |
70 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC | |||||||
71 |
FINANCIAL STATEMENTS continued | ||||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||||
VPC SPECIALTY LENDING INVESTMENTS PLC | ||||
FOR THE YEAR ENDED 31 DECEMBER 2024 | ||||
72 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC | ||||
73 |
FINANCIAL STATEMENTS continued | ||||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||||
VPC SPECIALTY LENDING INVESTMENTS PLC | ||||
FOR THE YEAR ENDED 31 DECEMBER 2024 | ||||
74 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 | – | – | – | – |
VPC SPECIALTY LENDING INVESTMENTS PLC | |||||
75 | |
FINANCIAL STATEMENTS continued | ||||
FOR THE YEAR ENDED 31 DECEMBER 2024 | ||||
VPC SPECIALTY LENDING INVESTMENTS PLC | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |||
76 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC | |||
OUTSTANDING | |||
INTEREST | PRINCIPAL | ||
31 DECEMBER 2023 | RATE | £ | MATURITY |
Credit Facility 03-2021 | 3.95% + 1M SOFR | 23,953,415 | 1 March 2027 |
Total 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. | 23,953,415 |
77 | ||
FINANCIAL STATEMENTS continued NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
FOR THE YEAR ENDED 31 DECEMBER 2024 VPC SPECIALTY LENDING INVESTMENTS PLC | |
NOTES | |
PAYABLE | |
£ The table below provides the movement of the notes payable and securities sold under agreements to repurchase for the year | |
Beginning balance, 1 January 2023 | 94,669,284 |
Purchases | – |
Sales | (53,124,442) |
Net change in unrealised foreign exchange gains | (3,527,411) |
Ending balance, 31 December 2023 | 38,017,431 |
COST BEFORE | CARRYING | ||
ECL | ECL 9. IMPAIRMENT OF FINANCIAL ASSETS AT AMORTISED COST | VALUE | |
£ | £ | £ The table below provides details of the investments at amortised cost held by the Group as at 31 December 2024 under IFRS 9: | |
Loans at amortised cost | 134,982,505 | 14,999,020 | 119,983,485 |
Total | 134,982,505 During the year ended 31 December 2024, no loans were written off. | 14,999,020 | 119,983,485 |
78 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC | |
CREDIT IMPAIRMENT LOSSES | |
31 DECEMBER 2023 | |
£ The credit impairment losses of the Group for the year ended 31 December 2023 comprises of the following under IFRS 9: | |
Change in expected credit losses | 2,022,129 |
Currency translation on expected credit losses | 134,199 |
Credit impairment losses Impairment of loans written off Income. All loans written off in 2023 were previously fully reserved. Provision for expected credit losses | 2,156,328 Impairment charges of loans written off of £nil (31 December 2023: £11,952,754) 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 |
2024 Position and are included in Credit impairment losses on the Consolidated Statement of Comprehensive Income. | |
£ As at 31 December 2024, the Group has created a reserve provision on the outstanding principal of the Group’s loans of £14,999,020 (31 December 2023: £6,454,396), which have been recorded in the Group’s Consolidated Statement of Financial | |
Beginning balance 1 January 2024 | 6,454,396 |
Change in expected credit losses or equivalent | 8,544,624 |
Loans written off The allowance for expected credit losses comprised the following during 2024: The allowance for expected credit losses comprised the following during 2023: | – |
Ending balance 31 December 2024 | 14,999,020 |
79 |
VPC SPECIALTY LENDING INVESTMENTS PLC | FINANCIAL STATEMENTS continued | |||
FOR THE YEAR ENDED 31 DECEMBER 2024 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |||
UNITED | LATIN | 31 DECEMBER | ||
STATES | AMERICA | EUROPE | 2024 | |
INTERNAL GRADE | £ | £ | £ | £ |
Stage 1 | 1,242,926 | – | – | 1,242,926 |
Stage 2 | 4,174,913 | – | 9,023,882 | 13,198,795 |
Stage 3 | – | – | 557,299 | 557,299 |
Expected credit losses | 5,417,839 | – | 9,581,181 | 14,999,020 Below is a breakout of the provision for expected credit losses by stage of the ECL model as at 31 December 2023: |
FINTECH | eCOMMERCE | LEGAL FINANCE | 2023 | |
INTERNAL GRADE | £ | £ | £ | £ |
Stage 1 | 58,597 | 1,069,211 | 208,687 | 1,336,495 |
Stage 2 | 1,397,792 | 3,720,109 | – | 5,117,901 |
Stage 3 | – | – | – | – |
Expected credit losses | 1,456,389 | 4,789,320 | 208,687 | 6,454,396 |
80 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC
81
FOR THE YEAR ENDED 31 DECEMBER 2024 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
FINANCIAL STATEMENTS continued | ||
82 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC | |||
REVENUE | CAPITAL | TOTAL | |
£ | £ | £ | |
Net return on ordinary activities before taxation | 25,621,347 | (51,447,491) | (25,826,144) |
Tax at the standard UK corporation tax rate of 19.00% | 4,868,056 | – | 4,868,056 |
Effects of: | |||
Non-taxable income | (4,868,056) | – | (4,868,056) |
Capital items exempt from corporation tax | – | – | – |
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 |
83 |
FINANCIAL STATEMENTS continued | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
FOR THE YEAR ENDED 31 DECEMBER 2024 VPC SPECIALTY LENDING INVESTMENTS PLC | ||
NOMINAL | ||
VALUE | NUMBER Set out below is the issued share capital of the Company as at 31 December 2024. All shares issued are fully paid with none not | |
£ | OF SHARES | |
Ordinary Shares in issue (excluding Treasury Shares) fully paid: fully paid: | 0.01 | 278,276,392 Set out below is the issued share capital of the Company as at 31 December 2023. All shares issued are fully paid with none not |
84 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
VPC SPECIALTY LENDING INVESTMENTS PLC | |||
85 |
FOR THE YEAR ENDED 31 DECEMBER 2024 VPC SPECIALTY LENDING INVESTMENTS PLC | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
FINANCIAL STATEMENTS continued | ||
86 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 | |||
VPC SPECIALTY LENDING INVESTMENTS PLC | |||||
87 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
FINANCIAL STATEMENTS continued | |
FOR THE YEAR ENDED 31 DECEMBER 2024 VPC SPECIALTY LENDING INVESTMENTS PLC | |
88 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 | ||||||
VPC SPECIALTY LENDING INVESTMENTS PLC | ||
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 | 2023 | 2023 | |
NAME OF ASSOCIATE | BUSINESS | ACTIVITY | INTERESTS HELD | VALUATION | £ | £ |
VPC Offshore Unleveraged Private | Cayman | Investment | 26% | Designated as | 972,548 | 972,548 |
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 | 14,915,767 | 14,915,767 |
vehicle | held at fair value | |||||
through profit or | ||||||
loss – using NAV |
89 |
GOVERNANCE
VPC SPECIALTY LENDING INVESTMENTS PLC
91
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
Appointed Chairman 24 June 2021
Independent Non-Executive Director
Graeme Proudfoot 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.
He is currently chairman of BlackRock Income and Growth Investment Trust plc.
MARK KATZENELLENBOGEN
Appointed 1 May 2019
1,2,3*
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
served as CEO of Auden Capital LLP, a London-based corporate finance advisory firm specialising in the investment and wealth
management sector from 2007 to 2023. Mark was a non executive director of Oldfield, a long-only value equity manager, from
2005 to 2022. He was appointed as a Trustee of the Conran Foundation in 2022.
OLIVER GRUNDY
Appointed 12 March 2021
1*,2,3
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.
NICK CAMPSIE
Appointed 12 June 2024
1*,2,3
Independent Non-Executive Director
Nick Campsie is an economist and investor who has held senior positions in the asset management industry, including a decade
as a Partner of Eton Park Capital Management. He was previously an Associate Director at Terra Firma Capital Partners and an
Associate at McKinsey and Company. He is Chairman of the Legal Aid Agency, a non-executive director of HM Prisons and Probation,
and an independent member of the London Policing Board, which oversees the turnaround of the Metropolitan Police. He is a
trustee of the Tasso Foundation, a charity supporting disadvantaged young people, which he founded in 2019.
MARTIN RIGBY
Appointed 12 June 2024
1,2,3
Independent Non-Executive Director
Martin Rigby has been a venture capital fund manager for over 30 years. He is founder and managing director of ET Capital Limited,
an early-stage venture investment firm based in Cambridge. Prior to founding ET Capital, he was an investment manager at 3i plc.
He is chairman of FSE Group, which manages a series of equity and debt funds across the UK with £250M AUM. He was chairman
of MJog, the medtech messaging business, and a non-executive director of Bango plc, the listed (AIM: BGO) mobile payments
provider. He is an advisory board member of The Bettany Centre for Entrepreneurship at Cranfield University. He read history for his
first degree at New College, Oxford, has an MBA from Cranfield, and a degree in IT and Computing from The Open University.
1 = Management Engagement Committee *Chair of Committee.
2 = Audit & Valuation Committee *Chair of Committee.
3 = Nomination Committee *Chair of Committee.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
92 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 2024.
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 19 to 22.
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 6 to 23.
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 page 91 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 114 and 115.
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.
Board Changes
During the year, Nick Campsie and Martin Rigby were appointed as non-executive directors of the Company effective on 12 June
2024.
Following these changes, Oliver Grundy has stepped down as the Chair of the Management Engagement Committee (“MEC”) and
as Senior Independent Director of the Company. Nick Campsie has been appointed Chair of the MEC in Mr. Grundy’s place and
Martin Rigby has taken over as the Senior Independent Director from Mr. Grundy.
VPC SPECIALTY LENDING INVESTMENTS PLC
93
SHARES AND SHAREHOLDERS
Share Capital
The share capital as at 31 December 2024, 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 12 June 2024. 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 2024. In summary, these
resolutions were:
An ordinary resolution, to issue shares 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 2025.
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 2025.
A special resolution authorising market purchases of Ordinary Shares, provided that the maximum number of Ordinary
Shares authorised to be purchased is up to 41,713,631 ordinary 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 2025.
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 2025, the Board will seek authority to renew its authority to purchase Ordinary Shares. It will not be
proposing resolutions relating to the issuance of new shares and the dis-application of pre-emption rights associated with an
issuance.
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. Proposals for this and other authorities sought at the AGM, including their
restrictions, will be set out in the Notice of the 2025 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.
On 9 April 2024, the Board announced an initial distribution to shareholders of $15 million, equivalent to approximately
£11.9 million as at the date of release, through the issue and redemption of B Shares.
Pursuant to the authority received from shareholders at the General Meeting on 5 April 2024, B Shares of 1 penny each were
issued to all Shareholders on 19 April 2024 by way of a bonus issue at a ratio of 4.26159039 new B shares for each Ordinary
Share Substantial Shareholdings.
The Company has been informed of the following notifiable interests as at 31 December 2024 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 2024.
However, notification of any change is not required until the next applicable threshold is crossed.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
94 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
NUMBER OF 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 8,565,079 3.08%
William Black 8,400,000 3.02%
* Percentage of voting rights as at 31 December 2024.
The Company has not been notified of any changes in notifiable interests since the 31 December 2024 and up until the date of
this report.
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 2025 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.
During the financial period ending 31 December 2024, the Audit and Valuation Committee reviewed the external audit
arrangement and commenced the process of an Audit Tender with four external audit firms for the 2025 audit. Given the
wind-down status of the Company, the Company did not receive any proposals for engagement from any audit firms other than
the current auditors, PWC. The Company was granted a two year extension by the FRC to extend the duration of the incumbent
auditor’s audit engagement through the financial periods ending 31 December 2025 and 2026.
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 110 to 112.
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 16 to 18.
Subsequent Events
The important subsequent events since 31 December 2024 are included on page 89.
VPC SPECIALTY LENDING INVESTMENTS PLC
95
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 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. 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 36 of the AIC Code 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 2024. The
Directors have chosen a three-year period as this is aligned with the current maturity timeframe of its remaining portfolio and
the Company’s investment policy to conduct an orderly realisation of the assets of the Company, 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 2027 was modelled considering the impact of the proposed
winddown.
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 16 to 18, 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 2027.
ADDITIONAL DISCLOSURES
Requirements of the Listing Rules
UKLR 6.6.1R 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 UKLR 6.6.1R.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
96 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Political Donations
The Company made no political donations during the period to organisations either within or outside of the EU. (Period to
31 December 2023: £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 24 April 2025 and signed on its behalf by
MUFG Corporate Governance Limited
Company Secretary
24 April 2025
VPC SPECIALTY LENDING INVESTMENTS PLC
97
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 118, 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 6.6.1R of
the UKLR.
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. The Board notes that the 2024 AIC Code is applicable to accounting
periods beginning on or after 1 January 2025, with the exception of Provision 34 which is applicable for accounting periods
beginning on or after 12 January 2026.
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 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.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
98 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 16 to 18.
The purpose of the Company is the investment objective as set out on page 4. The
strategy that the Board follows in order to achieve this objective, is outlined in the
Strategic Report on pages 6 to 23.
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 including 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 15.
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 110 to 112.
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.
VPC SPECIALTY LENDING INVESTMENTS PLC
99
BOARD LEADERSHIP AND PURPOSE
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.
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. Further information on
the Board’s engagement with shareholders following the significant votes received
against certain resolutions at the AGM and General Meeting held in 2024 can be
found on page 104.
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 19 to 22 and the Chairman’s Statement on
pages 6 and 7.
D. In order for the company to meet
its responsibilities to shareholders
and stakeholders, the board should
ensure effective engagement with,
and encourage participation from,
these parties.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
100 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 Mark
Katzenellenbogen and the review of the Chair’s performance was carried out during
the period under review by Martin Rigby. 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.
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 107.
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.
F. T
he board should consist of an
appropriat
e 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.
VPC SPECIALTY LENDING INVESTMENTS PLC
101
DIVISION OF RESPONSIBILITIES
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
This Committee will lead the appointment process of new Directors, as and when
vacancies arise, and review the Board’s ongoing succession plans. More information
regarding the work of the Nomination Committee can be found on page 107.
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 107.
Directors biographical details are set out on page 91 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, as a result of which, for example, the two new directors
appointed in 2024 had backgrounds and skills specifically relevant to the companies
portfolio and the process of winding it down. 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 105 of this Report.
H. The board, supported by the
company 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.
J. T
he board and its committees
should hav
e 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.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
102 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
COMPOSITION, SUCCESSION AND EVALUATION
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 Senior Independent Director.
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.
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 2025 AGM can be found in the
separate AGM circular.
AUDIT, RISK AND INTERNAL CONTROL
The Audit and Valuation Committee has put in 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 110 to 112.
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.
L. The board should establish formal
and transparent policies and
procedures to ensure the
independence and effectiveness of
external audit functions and satisfy
itself on the integrity of financial
and narrative statements.
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.
M. T
he board should present a fair,
balanc
ed and understandable
assessment of the c
ompany’s
position and prospects.
VPC SPECIALTY LENDING INVESTMENTS PLC
103
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 110 to 112,
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 113, the Company follows the
recommendation of the AIC Code that non-executive Directors’ remuneration should
reflect the time commitment and the duties and responsibilities of the role.
Some of the Directors own shares in the Company, all of which were purchased in
the open market and using the Directors’ own resources.
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
nonexecutive Directors.
More information regarding the work of the Remuneration Committee can be found
in the Remuneration Report on pages 113 to 115.
As outlined by the AIC guidance no Director should be involved in deciding his or her
own remuneration. The remuneration policy outlines that while Directors are not
permitted to decide their own remuneration on an individual basis, Directors are
permitted to discuss their remuneration as there is no separate remuneration
committee.
Changes to Directors’ remuneration will continue 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.
O. Remuneration policies and practices
should be designed to support
strategy and promote long-term
sustainable success.
N. The board should establish
proc
edures 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.
P. A f
ormal and transparent procedure
for dev
eloping remuneration policy
should be established. No director
should be involved in deciding
their own remuneration outcome.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
104 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
REMUNERATION
Independent judgement on remuneration shall be maintained by requesting
approval for remuneration in comparison to the Company’s AIC peer group. Other
factors such as the performance of the Company, time commitments and market
conditions shall also be factored into any decision-making process.
2024 GENERAL MEETING AND ANNUAL GENERAL MEETING
On 12 June 2024, the Board announced that the resolutions proposed at the 2024 Annual General Meeting of the Company (the
“AGM”) had been passed. The AIC Code outlines that investment trusts should consult with shareholders if any resolutions receive
votes against exceeding 20%.
And in the case of the AGM, two resolutions reached the threshold:
Resolution 9: To authorise the Directors to allot ordinary shares (20.20% against votes received);
Resolution 11: To authorise the disapplication of pre-emption rights generally (23.44% against votes received).
In line with the AIC Code, the Board provided an update on the engagement the Board had with shareholders following the
AGM. The Board acknowledged the outcome of the votes in its communications after the meetings and was subsequently in
contact with a number of shareholders to listen to the reasons for their votes against those Resolutions and to assure them that
their concerns had been acknowledged: the equivalent resolutions are not being put to the 2025 Annual General Meeting. The
Board continues to consult shareholders regularly.
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 six 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.
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
105
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, two of whom were appointed during the period, Nick Campsie and Martin Rigby. All current members
of the Board are regarded as independent of the Company’s Investment Manager.
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 page 91.
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 2025 AGM. The
contribution and performance of the Directors seeking election or re-election was reviewed by the Nomination Committee at its
meeting in February 2025 which recommended to the Board their continuing appointment. Biographies of each Director are
available on page 91. 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.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
106 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 is aware of the new Listing Rule which incorporates the recommendations of the Parker Hampton-Alexander Reviews
which considered how ethnic, cultural and gender diversity could be improved on UK boards. The Board has discussed the new
ethnic diversity disclosures required, namely, that from accounting periods starting on or after 1 April 2022:
at least 40% of individuals on the Board to be women;
at least one senior Board position to be held by a woman; and
at least one individual on the Board to be from a minority ethnic background.
In accordance with Listing Rule 9 Annex 2.1, the below table, in prescribed format, shows the gender of the Directors at the year
end. The data below was collected through self-reporting by the Directors.
Gender identity Number of Percentage on Number of senior
or sex Board members the Board (%) positions on the Board
Men 5 100 1
Women – – –
Not specified/prefer not to say – – –
Number of Percentage on Number of senior
Ethnic background Board members the Board (%) positions on the Board
White British or other White
(including minority white groups) 4 80 1
Mixed/Multiple Ethnic Groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black British – – –
Other ethnic group including Arab 1 20 –
Not specified/prefer not to say – – –
The Board is mindful that at present it does not comply with the new ethnic and gender representation requirements, and the
Board, via the Nomination Committee is taking appropriate steps to ensure that Board succession planning takes these diversity
requirements into consideration. The Board is also conscious, however, of the limited life of the company and the need to have
relevant experience and expertise available to it.
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.
VPC SPECIALTY LENDING INVESTMENTS PLC
107
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 110 to 112.
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 Nick Campsie 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 pages 108 and 109 was in the
interest of the shareholders as a whole. This is primarily driven by the Investment Manager’s extensive experience and 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.
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 three times.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
108 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 2024 is set out in the below table:
AUDIT AND MANAGEMENT
VALUATION ENGAGEMENT NOMINATION
DIRECTOR BOARD
1
COMMITTEE
1
COMMITTEE
1
COMMITTEE
1
Nick Campsie 4(4) 4(4) 2(2) 1(1)
Oliver Grundy 6(6) 6(6) 2(2) 3(3)
Mark Katzenellenbogen 6(6) 6(6) 2(2) 3(3)
Graeme Proudfoot 6(6) 6(6) 2(2) 3(3)
Martin Rigby 4(4) 4(4) 2(2) 1(1)
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.
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 80 to 82.
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 and
as at the date of this report the Investment Manager has acquired 4,496,991 Ordinary Shares in the Company through this
mechanism.
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.
VPC SPECIALTY LENDING INVESTMENTS PLC
109
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:
MUFG Corporate Governance Limited
Company Secretary
24 April 2025
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
110 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 seven times during 2024. 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 audit tender process;
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 112 for more details);
the Group’s expected credit loss reserving policy;
the Group’s non-audit services policy;
the Viability and Going Concern statements; and
its own performance as a Committee, and its terms of reference.
VPC SPECIALTY LENDING INVESTMENTS PLC
111
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 16 to 18.
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.
In accordance with the Companies Act 2006, the Company commenced an audit tender process in August 2024 for the year
ended 31 December 2025. Four firms, including PwC were invited to participate in the tender with a view to a final selection by
the Audit and Valuation Committee being made in October 2024 and a recommendation to the Board being made in November
2024. The assessment criteria for the firms was based on quality of audit, and in particular on understanding of the business,
including the approach to the audit of asset backed lending and unlisted equities, and the coordination of a multi-location audit.
A fee quote was requested. During the course of the process, it became clear that because the Company is in wind-down, the
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
112 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
firms other than PwC did not want to put themselves forward for the appointment. The Company therefore applied to the
Financial Reporting Council for an extension to the maximum duration of PwC’s engagement to cover the years ending
31 December 2025 and 2026, in accordance with a procedure provided for in the Companies Act 2006. This extension was
granted on 23 October 2024.
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.
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 46, 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 46. 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
24 April 2025
Valuation of unquoted
investments reported at fair
value through profit or loss.
Expected credit losses on loans
r
eport
ed at amortised cost.
VPC SPECIALTY LENDING INVESTMENTS PLC
113
DIRECTORS’ REMUNERATION REPORT
ANNUAL STATEMENT FROM THE CHAIR
This Directors’ Remuneration Report for the year ended 31 December 2024 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 2024. The
resolution at the 2024 AGM to approve the Directors’ Remuneration Report was passed with 99.72% 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 2026
(and was passed with 99.95% 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 were 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 2023 AGM.
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 2024
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 2024 no Director received any additional fees to the salary.
VOTING AT AGM
The Directors’ Remuneration Report for the year ended 31 December 2023 was approved by shareholders at the AGM on 12 June
2024 and the Directors’ Remuneration Policy was approved by shareholders at the AGM held on 23 June 2023. The votes cast by
proxy were as follows:
DIRECTORS REMUNERATION DIRECTORS REMUNERATION
REPORT (2024) POLICY (2023)
NUMBER OF % OF VOTES NUMBER OF % OF VOTES
VOTES CAST VOTES CAST
For 191,057,279 99.72 186,238,658 99.95
Against 538,144 0.28 96,677 0.05
Total votes cast 191,595,423 100.00 186,335,335 100.00
Number of Votes withheld 72,719 – 322,301 –
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
114 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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 2024 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
1
Additional fee Chair of the Audit & Risk Committee £5,500 For additional responsibilities and time
commitments
2
Additional fee All Directors Nil No additional payments were made in 2024
3
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’
1
The Company’s Articles of Association limit the aggregate fees payable to the Board of Directors to £500,000 per annum.
2
The Chair of the Audit & Valuation Committee is paid a higher fee than the other Directors to reflect the more onerous role.
3
Additional fees would only be paid in exceptional circumstances in relation to the performance of extra or special services.
VPC SPECIALTY LENDING INVESTMENTS PLC
115
Remuneration Policy by Shareholders at the AGM in June 2023, 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.
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
2024 2023
DIRECTORS’ REMUNERATION £ £
Nick Campsie
1
18,150 –
Oliver Grundy 38,500 38,500
Mark Katzenellenbogen 33,000 33,000
Graeme Proudfoot 55,000 55,000
Martin Rigby
2
18,150 –
Clive Peggram
6
– 8,250
Elizabeth Passey
7
– 8,250
Total 162,800 143,000
The annual percentage change in remuneration paid to the Directors is set out in the table below:
31 DECEMBER 31 DECEMBER % CHANGE % CHANGE % CHANGE
DIRECTORS’ 2024 2023 FROM FROM OVER 5 YEARS
REMUNERATION £ £ 2023 TO 2024 2022 TO 2023 ROLLING TO 2024
5
Nick Campsie
1
26,400 –000
Oliver Grundy
3
38,500 38,500000
Mark Katzenellenbogen
4
33,000 33,000000
Graeme Proudfoot
5
55,000 55,000 0 0 67
Martin Rigby
2
26,400 –000
No Director is eligible for any pension entitlements.
1
Nick Campsie was appointed on 12 June 2024.
2
Martin Rigby was appointed on 12 June 2024.
3
Oliver Grundy was appointed on 12 March 2021.
4
Mark Katzenellenbogen was appointed on 1 May 2019.
5
Graeme Proudfoot was appointed on 1 December 2020 and became Chairman of the Company on 24 June 2021.
6
Clive Peggram resigned as a Director on 23 June 2023.
7
Elizabeth Passey resigned as a Director on 23 June 2023.
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
116 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
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 2024. 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.
Relative Importance of Spend on Pay
The table below shows the proportion of the Company’s income spent on pay.
2024 2023
££
Total Directors’ Remuneration 162,800 143,000
Total Share Buyback Nil Nil
Total Dividend Payments 17,197,482 22,262,111
The 2024 total dividend payments above include the fourth quarter dividend to be paid in the first quarter of 2025. 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.
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VPC SPECIALTY LENDING INVESTMENTS PLC
117
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 2024 2023
Nick Campsie Number of Ordinary Shares nil nil
Oliver Grundy Number of Ordinary Shares 30,000 30,000
Mark Katzenellenbogen Number of Ordinary Shares 215,000 215,000
Graeme Proudfoot Number of Ordinary Shares 130,000 130,000
Martin Rigby Number of Ordinary Shares nil nil
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 2024:
the major decisions on Directors’ remuneration;
any substantial changes relating to Directors’ remuneration made during the year; and
the context in which the changes, if any, occurred and decisions have been taken.
This report was approved by the Board of Directors on 24 April 2025 and signed on its behalf by:
Graeme Proudfoot
Chair
24 April 2025
GOVERNANCE continued
VPC SPECIALTY LENDING INVESTMENTS PLC
118 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE
FINANCIAL STATEMENTS
The directors are responsible for preparing the Annual Report and the Audited 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 Audited 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
24 April 2025
VPC SPECIALTY LENDING INVESTMENTS PLC
119
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 16 to 18 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 UKLR 6.6.1R
The following table provides cross-references to where the relevant required information by UKLR 6.6.1R for the Period is
disclosed.
SECTION LISTING RULE REQUIREMENT LOCATION
6.6.1 (1) Not applicable
6.6.1 (2) Information required in relation to the publication of unaudited financial information. Not applicable
6.6.1 (3) Details of any long-term incentive schemes. Not applicable
6.6.1 (4)(5) Not applicable
6.6.1 (6) Details of any non pre-emptive issues of equity for cash. Not applicable
6.6.1 (7) Not applicable
6.6.1 (8) Details of parent participation in a placing by a listed subsidiary. Not applicable
6.6.1 (9)
6.6.1 (10) Not applicable
6.6.1 (11, 12) Details of waiver of dividends by a shareholder. Not applicable
6.6.1 (13) 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
Not applicable 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.
Not applicableDetails of any contract of significance with the Company (or one of its subsidiaries)
with respect t
o 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
121
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.
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.
122 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
SHAREHOLDER INFORMATION
continued
VPC SPECIALTY LENDING INVESTMENTS PLC
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, MUFG Corporate Governance Limited on +44 (0) 371 664 0300+.
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).
SHARE CAPITAL AND NET ASSET VALUE INFORMATION
Ordinary £0.01 Shares 278,276,392
SEDOL Number BVG6X43
ISIN Number GB00BVG6X439
123
VPC SPECIALTY LENDING INVESTMENTS PLC
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 2025 Annual General Meeting
July 2025 Payment of interim dividend to 31 March 2025
30 June 2025 Half-year End
September 2025 Announcement of half-yearly results
October 2025 Payment of interim dividend to 30 June 2025
December 2025 Payment of interim dividend to 30 September 2025
31 December 2025 Year End
DIVIDENDS
The following table summarises the amounts recognised as distributions to equity Shareholders relating to 2024:
£
2024 interim dividend of 1.89 pence per Ordinary Share paid on 18 July 2024 5,259,424
2024 interim dividend of 1.89 pence per Ordinary Share paid on 3 October 2024 5,259,423
2024 interim dividend of 1.34 pence per Ordinary Share paid on 19 December 2024 3,728,904
2024 interim dividend of 1.06 pence per Ordinary Share paid on 3 April 2025 2,949,730
Total 17,197,481
124 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
SHAREHOLDER INFORMATION
continued
VPC SPECIALTY LENDING INVESTMENTS PLC
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:
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 2024 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
2024 Calculation 2023 Calculation Date Calculation
(A) Closing NAV (Cum Income) per share 52.71p 80.91p 52.71p
(B) Opening NAV (Cum Income) per share 80.91p 98.19p 98.00p
(C) Dividends declared and paid 7.12p 8.00p 70.71p
(D) B Share Distributions paid 4.26p – 4.26p
E = (A – B + C + D) / B –20.78% –9.45% 30.29%
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 represent 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.
2024 Calculation 2023 Calculation
(A) Ongoing Charges £3,751,992 £5,286,800
(B) Average Net Asset Value £189,629,187 £258,982,620
C = A / B 1.98% 2.04%
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 2024 to 31 December 2023
plus the dividends declared in 2024 divided by the traded share price as at 31 December 2023.
125
VPC SPECIALTY LENDING INVESTMENTS PLC
Inception to
2024 Calculation 2023 Calculation Date Calculation
(A) Closing Ordinary Share price 27.95p 66.20p 27.95p
(B) Opening Ordinary Share price 66.20p 83.10p 100.00p
(C) Dividends declared and paid 7.12p 8.00p 70.71p
(D) B Share Distributions paid 4.26p – 4.26p
E = (A - B + C + D) / B –40.59% –10.71% 2.92%
Trailing Twelve Month Dividend Yield – Calculated as the total dividends declared over the last 12 months as at 31 December
2024 divided by the 31 December 2024 closing share price.
CONTACT DETAILS OF THE ADVISERS
Directors Nick Campsie
Oliver Grundy
Mark Katzenellenbogen
Graeme Proudfoot
Martin Rigby
all of the registered office below
Registered Office Central Square
Company Number 9385218
Website Address https://vpcspecialtylending.com
Corporate Brokers 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 MUFG Corporate Governance Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Administrator Citco Fund Administration (Cayman Islands) Limited
3 Second Street, Harborside Plaza 10, 6th Floor
Jersey City
NJ 07302
United States
Registrar MUFG Corporate Governance Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
126 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
SHAREHOLDER INFORMATION
continued
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
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom