TIDMRDLZ
RNS Number : 7809B
Ranger Direct Lending ZDP PLC
25 September 2018
HALF YEARLY FINANCIAL REPORT ANNOUNCEMENT
(Registered No. 10247619)
RANGER DIRECT LING ZDP PLC
FOR THE PERIOD FROM 1 JANUARY 2018 TO 30 JUNE 2018
CHAIRMAN'S STATEMENT
I am pleased to present the Ranger Direct Lending ZDP PLC (the
"Company") Half Year Report for the period from 1 January 2018 to
30 June 2018.
The Company is a wholly owned subsidiary of Ranger Direct
Lending Fund Plc ("RDLF" or the "Parent Company") and was
established solely for the purpose of issuing zero dividend
preference shares of GBP 0.01 each in the capital of the Company
("ZDP Shares").
Since incorporation, the Company has carried out two placings of
ZDP Shares, issuing a total of 53 million ZDP Shares for aggregate
gross proceeds of GBP 53.8 million. The entirety of these gross
proceeds were lent to RDLF pursuant to the terms of a loan
agreement between the Company and RDLF dated 25 July 2016 (the
"Loan" and the "Loan Agreement"). The proceeds of the Loan are
required to be utilised in accordance with RDLF's investment policy
and for working capital purposes.
As a condition of the Loan Agreement, RDLF was required to grant
an undertaking in favour of the Company dated 25 July 2016 (the
"Undertaking") pursuant to which RDLF undertook to subscribe for
such number of ordinary shares of GBP 1.00 each in the capital of
the Company ("Ordinary Shares") as would be necessary (or to
otherwise ensure) that the Company has sufficient funds to pay the
final capital entitlement of GBP 1.2763 per ZDP Share (the "Final
Capital Entitlement") to the ZDP Shareholders on 31 July 2021 (the
"ZDP Repayment Date"), giving a redemption yield of 5%, on an issue
price of GBP1.00 per ZDP Share (the "Redemption Yield").
As announced by RDLF on 6 July 2018, the Board of RDLF have
commenced an orderly wind up of the company. Plans are still
currently being formulated but the intention is to dispose of
RDLF's assets in an orderly manner and return shareholders' capital
to them. Any such plan will also take account of RDLF's obligations
to the Company and, indirectly, ZDP shareholders and details of
proposals for an orderly winding up of the Company will be
published in due course.
The key performance indicators against which the Board has
reviewed the Company's performance are set out below. Most
significantly, the Cover (defined below) as at 30 June 2018 was
3.18 times. From the perspective of the Directors, the Company's
activities are integrated with the RDLF Group (the "Group"), for
which the Half Year Report can be found on the Company's website
http://www.rangerdirectlending.uk.
Brendan Hawthorne
Chairman
24 September 2018
OVERVIEW
The Company was incorporated and registered in England and Wales
on 23 June 2016 as a wholly owned subsidiary of RDLF. On 1 August
2016, the Company placed 30 million ZDP Shares at a placing price
of GBP 1.00 per ZDP Share. The Company was admitted to the standard
segment of the Official List of the UK Listing Authority and the
entirety of the Company's issued ZDP Share capital was admitted to
trading on the London Stock Exchange's main market for listed
securities (the "Admission").
A further 23 million ZDP Shares were issued at a placing price
of GBP 1.035 per Share and admitted to trading on 4 November 2016
("Subsequent Admission").
Pursuant to the terms of the Loan Agreement, the Company loaned
the entirety of the gross proceeds of the issue of ZDP Shares to
RDLF upon Admission and Subsequent Admission (as applicable). As a
condition of entering into the Loan Agreement, RDLF was required to
grant the Company the Undertaking. In accordance with the terms of
the Undertaking, RDLF is required to (among other things) subscribe
for such number of Ordinary Shares in the Company as may be
necessary to ensure (or to otherwise ensure) that the Company has
sufficient assets to pay the Final Capital Entitlement to the ZDP
Shareholders on the ZDP Repayment Date and to pay any operational
costs incurred by the Company.
From the perspective of the Directors, the Company's activities
are integrated with the RDLF Group (the "Group").
Principal activities
The Company is a wholly owned subsidiary of RDLF and was
incorporated by RDLF for the sole purpose of issuing the ZDP
Shares. The Company's only material financial obligations are in
respect of the ZDP Shares. The proceeds from the issuance of the
ZDP Shares were on-lent to RDLF pursuant to the Loan Agreement.
These proceeds along with the obligation of RDLF, pursuant to an
undertaking granted in favour of the Company to put the Company in
a position to meet its obligations in respect of the ZDP Shares,
form the Company's only material assets.
Objective
The objective of the Company is to provide the final capital
entitlement of the ZDP Shares to the ZDP holders at the ZDP
Repayment Date of 31 July 2021. The funds are managed in accordance
with the investment policy of RDLF.
BOARD OF DIRECTORS
The Directors who held office during the financial period and up
to the date of approval of this report were:
Brendan Hawthorne (Chairman) (independent) appointed on 26 July
2018
Mr Hawthorne has more than 20 years experience as a specialist
in financial investigations and asset recovery. He has extensive
multi-jurisdictional experience including acting as an independent
director of substantial onshore and offshore investment funds. He
is a Chartered Accountant and Certified Fraud Examiner. His
forensic accounting, asset recovery and litigation experience will
be especially helpful in supervising the maximisation of value from
the asset recovery processes.
Jonathan Schneider (independent) appointed on 23 June 2016
Mr Schneider is a Chartered Accountant and an active
entrepreneur and investor. From 2006 to 2012, he was the co-founder
and managing partner of the Novator Credit Opportunities Fund, a UK
based credit special situations hedge fund. He is the Executive
Chairman of Capital Step a UK based mid-market lender. Mr Schneider
currently has a portfolio of alternative lending interests which he
actively supports and manages, the majority of which he conceived
and co-founded. Some of these include Jumo, a pan African consumer
finance business, Iwoca.com an SME lender (of which he is Chairman)
and Mode, an emerging market airtime credit provider. Mr Schneider
has held numerous previous directorships, including serving as
Director on the Board of publicly listed Talon Metals Inc. and Aqua
Online Limited.
Christopher Waldron (Chairman) (independent) appointed on 23
June 2016, resigned on 19 June 2018
Dr Matthew Mulford (independent) appointed on 23 June 2016,
resigned on 19 June 2018
INTERIM MANAGEMENT REPORT AND DIRECTORS' RESPONSIBILITY
STATEMENT
For the period from 1 January 2018 to 30 June 2018
Cautionary Statement
This interim management report has been prepared solely to
provide additional information to Shareholders to assess the
strategies of the Company. The interim management report should not
be relied upon by any other party or for any other purpose.
The interim management report contains certain forward looking
statements. These statements are made by the Directors in good
faith based on the information available to them up to the time of
their approval of this report but such statements should be treated
with caution due to the inherent uncertainties, including both
economic and business risk factors, underlying any such
forward-looking information.
Going concern
The RDLF Board has announced its intention to dispose of its
assets in an orderly manner and return shareholders' capital to
them and adequately reimburse the ZDP shareholders by the end of
March 2020.
Given these developments and the intention to wind down the
Company, the use of the going concern basis in preparing the
financial statements of the Group is not appropriate. As such the
financial statements have been prepared on a basis other than that
of a going concern. There were no adjustments made to the carrying
values of the assets and liabilities of the Group as a result of
this change in the basis of preparation.
The Directors believe that the Company and Group have adequate
resources to continue in operational existence until the
anticipated liquidation of the Company. The RDLF Board will ensure
that sufficient liquidity is held back at all times to ensure all
liabilities, including those to ZDP shareholders are at all times
adequately covered.
Principal risks and uncertainties
Due to the Company's dependence on RDLF to repay the loan and
provide any contribution to meet the final capital entitlement of
the ZDP shareholders, the principal risk faced by the Company is
the credit risk posed by the Loan Agreement and RDLF's ability to
perform its obligations under the Undertaking. The Board carried
out a robust assessment of this risk. The specific risks faced by
RDLF are described in its 2017 annual report, which include:
macroeconomic risks, operational, legal and compliance risks,
investment risks, taxation risks, cyber security risks and an
update on any effect of Brexit.
In addition, the Company is also focused on the following
principal risks:
Principal risk Mitigation Link to KPI
----------------------------------------------------------- ----------------
Final capital entitlement To protect the interests Cover
RDLF's debt to the Company of ZDP Shareholders, the
pursuant to the Loan Agreement Undertaking contains the
and RDLF's obligations following restrictions:
under the Undertaking * Group incurring any bank borrowings which would
will rank behind any secured exceed an amount equal to the sum of:
creditors of RDLF therefore
it is not guaranteed that
the final capital entitlement (a) 20% of the prevailing
will be paid. Net Asset Value attributable
to the RDLF Ordinary Shares
in issue as at 1 August
2016; plus
(b) an amount equal to 50%
of the net proceeds of any
issue of RDLF C Shares.
* RDLF making any distribution of capital or income,
other than any such distribution which:
(a) is required to maintain
RDLF's status as an investment
trust; or
(b) would not reduce the
Cover of the ZDP Shares
below 2.75 times immediately
after the distribution has
been made.
-------------------------------- ----------------------------------------------------------- ----------------
Important events and Financial performance
The Board reviews the performance of the Company by reference to
a number of key performance indicators ("KPIs") and considers that
the most relevant KPIs in assessing the Company's success towards
achieving its objective are as follows:
-- Cover(1) - measures the ability of RDLF to meet the Company's
final capital entitlement based on RDLF's net asset value;
-- Accrued capital entitlement - represents the Company's
liability per ZDP share. As at 31 December 2017, the total accrued
capital entitlement is GBP57,801,660 (see below); and
-- Share Price of ZDP Shares(2) - the price at which each ZDP
share can be sold in the London Stock Exchange.
The ZDP Shares' Cover as at 30 June 2018 was 3.18 times (31
December 2017: 3.19 times).
As at 30 June 2018, the capital entitlement which had accrued on
the ZDP Shares was GBP 1.0906 per ZDP Share (31 December 2017: GBP
1.0634 per ZDP Share). The Final Capital Entitlement is GBP 1.2763
per ZDP Share (payable on the ZDP Repayment Date).(3)
The ZDP Shares carry no right to income and the whole of their
return, therefore takes the form of capital. The Redemption Yield
of the ZDP Shares is 5% per annum based on an issue price of GBP
1.00 per ZDP Share and is deemed to accrue daily and is compounded
annually from 1 August 2016 up to (but excluding) the ZDP Repayment
Date. The Final Capital Entitlement will rank in priority to the
capital entitlement of RDLF's ordinary shares, however, the Loan
made by the Company to RDLF is unsecured and therefore the Company
will rank behind any secured creditors of RDLF. As such, there can
be no guarantee that the Final Capital Entitlement will be
paid.
Date Share Price
of
ZDP Shares(2)
IPO 1.000
---------------
31/08/2016 1.063
---------------
30/09/2016 1.071
---------------
31/10/2016 1.070
---------------
30/11/2016 1.068
---------------
29/12/2016 1.045
---------------
27/01/2017 1.060
---------------
28/02/2017 1.050
---------------
31/03/2017 1.043
---------------
28/04/2017 1.035
---------------
31/05/2017 1.010
---------------
30/06/2017 1.005
---------------
31/07/2017 1.013
---------------
31/08/2017 1.018
---------------
29/09/2017 1.048
---------------
31/10/2017 1.041
---------------
30/11/2017 1.020
---------------
29/12/2017 1.019
---------------
31/01/2018 1.070
---------------
28/02/2018 1.065
---------------
28/03/2018 1.050
---------------
30/04/2018 1.061
---------------
31/05/2018 1.075
---------------
30/06/2018 1.106
---------------
(1) Cover of the ZDP Shares shall represent a fraction where the
numerator is equal to the Net Asset Value of RDLF and its Group on
a consolidated basis adjusted to: (i) add back any liability to ZDP
Shareholders; and (ii) deduct the estimated liquidation costs of
the Company, and the denominator is equal to the amount which would
be paid on the ZDP Shares as a class (and on all ZDP Shares ranking
as to capital in priority thereto or pari passu therewith, save to
the extent already taken into account in the calculation of the Net
Asset Value) in a winding up of the Company on the ZDP Repayment
Date.
(2) Share price taken from Bloomberg Professional.
(3) There can be no assurance that the Final Capital Entitlement
of the ZDP Shares will be repaid in full on the ZDP Repayment
Date.
Further KPIs for the parent company can be found in RDLF's
annual report.
The Company's market capitalisation as of 30 June 2018 was GBP
57.770 million (31 December 2017: GBP 53.994 million) based on
53,000,000 ZDP Shares at a Share Price of 109.00 pence (31 December
2017: 101.875 pence) per ZDP share.
Related party transactions
Related party transactions are disclosed in note 11 to the
condensed financial statements.
Directors and Share Interests
The Directors who served during the period, all of whom are
non-executive and were (unless otherwise stated) appointed, with
effect from incorporation on 23 June 2016, were as follows:
-- Brendan Hawthorne (Chairman), was appointed after the period under review on 26 July 2018
-- Jonathan Schneider
-- Christopher Waldron (Chairman), resigned 19 June 2018
-- Dr Matthew Mulford, resigned 19 June 2018
Each Director is non-executive and since the Directors of the
Company are also RDLF Directors, they are considered to be
non-independent Directors of the Company; however in their capacity
as Directors of RDLF, each is considered to be independent.
Biographies of each Director are set out above, and demonstrate the
wide range of skills and experience each brings to the Board.
A formal performance evaluation of the RDLF Board and its
committees has been carried out and the RDLF Board considers that
all of the Directors contribute effectively and have the skills and
experience relevant to the future leadership and direction of RDLF.
The Board has not undertaken a separate formal appraisal process of
its own operations as these processes were covered by the
appraisals carried out by the RDLF board.
The appointment and replacement of Directors is governed by the
Articles of Association ("Articles"), the Companies Act 2006 and
related legislation. The Articles themselves may be amended by a
special resolution in a general meeting and at a class meeting of
the ZDP Shareholders.
During the period, no Director had a material interest in a
contract to which the Company was a party (other than their own
letter of appointment), requiring disclosure under the Act. There
have been no loans or guarantees from the Company to any Director
at any time during the period or thereafter.
No Directors have any interests in the Company's Ordinary or ZDP
Shares. There have been no changes to this since 30 June 2018.
DIRECTORS' RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
a) the condensed financial statements ("condensed financial
statements") have been prepared in accordance with IAS 34 'Interim
Financial Reporting' as adopted by the European Union;
b) the interim management report includes a true and fair review
of the information required by the Disclosure Guidance and
Transparency Rules ("DTR") 4.2.7R (indication of important events
during the first six months of the current financial year and their
impact on the condensed financial statements; and a description of
principal risks and uncertainties for the remaining six months of
the year); and
c) the interim management report includes a true and fair review
of the information required by DTR 4.2.8R (disclosure of related
parties' transactions and any changes in the related party
transactions described in the last annual report that could do
so).
On behalf of the Board
Brendan Hawthorne
Chairman
24 September 2018
CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
(Unaudited) (Audited)
30 Jun 2018 31 Dec 2017
Notes (GBP) (GBP)
ASSETS
Non-current assets
Loan and receivables 3 55,134,316 54,595,547
----------------------------- --------------------------------
Total non-current assets 55,134,316 54,595,547
----------------------------- --------------------------------
Current assets
Prepayments - 170
Cash and cash equivalents 50,000 50,000
Total current assets 50,000 50,170
----------------------------- --------------------------------
TOTAL ASSETS 54,184,316 54,645,717
----------------------------- --------------------------------
Non-current liabilities
Zero Dividend Preference
Shares 4 57,801,663 56,360,557
----------------------------- --------------------------------
Total non-current liabilities 57,801,663 56,360,557
----------------------------- --------------------------------
Current liabilities
Income tax liability 308,405 214,799
Accrued expenses and other
liabilities 46,986 42,839
----------------------------- --------------------------------
Total current liabilities 355,391 257,638
----------------------------- --------------------------------
TOTAL LIABILITIES 58,157,054 56,618,195
----------------------------- --------------------------------
NET LIABILITIES (2,972,738) (1,972,478)
============================= ================================
SHAREHOLDERS' EQUITY
Capital and reserves
Called-up share capital 5 50,000 50,000
Capital contribution 3 712,738 670,946
Accumulated losses (3,735,476) (2,693,424)
----------------------------- --------------------------------
TOTAL SHAREHOLDERS' DEFICIT (2,972,738) (1,972,478)
============================= ================================
The accompanying notes below are an integral part of these
financial statements.
The financial statements for the period from 1 January 2018 to
30 June 2018 of Ranger Direct Lending ZDP Plc, a public company
limited by shares and incorporated in England and Wales with
registered number 10247619, were approved and authorised for issue
by the Board of Directors on 24 September 2018.
Signed on behalf of the Board of Directors
Brendan Hawthorne
Chairman
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 JANUARY 2018 TO 30 JUNE 2018
(Unaudited) (Unaudited)
1 Jan to 1 Jan to
30 Jun 2018 30 Jun 2017
(GBP) (GBP)
Notes
Income
Investment income 3 538,769 528,205
538,769 528,205
------------------------- -------------------------
Expenses
Company secretarial, administration
and registrar (33,516) (33,953)
Audit fees 12 (10,400) (12,800)
Legal fees - (1,500)
Other operating expenses (2,197) (4,699)
------------------------- -------------------------
Total expenses (46,113) 52,952
------------------------- -------------------------
Result from operating activities 492,656 475,253
------------------------- -------------------------
Finance costs (1,441,103) (1,369,437)
------------------------- -------------------------
Total finance costs (1,441,103) (1,369,437)
------------------------- -------------------------
Loss before tax (948,447) (894,184)
Tax 6 (93,605) (95,050)
------------------------- -------------------------
Loss after tax and total comprehensive
loss for the period (1,042,052) (989,234)
========================= =========================
Basic and Diluted Loss Per Ordinary
Share 9 (20.84) (19.78)
========================= =========================
Other comprehensive income
There were no items of other comprehensive income in the current
period and prior period therefore the loss for the period an prior
period are also the total comprehensive loss for the period and
prior period.
The accompanying notes below are an integral part of these
financial statements.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
FOR THE PERIOD FROM 1 JANUARY 2018 TO 30 JUNE 2018
Notes Called-up Capital Accumulated Total
share capital contribution losses
(GBP) (GBP) (GBP) (GBP)
--------------- -------------- ------------ ------------
Balance at 1 January
2017 50,000 529,407 (655,441) (76,034)
Capital contribution
during the period - 85,311 - 85,311
Loss after tax and total
comprehensive loss for
the period - - (989,234) (989,234)
--------------- --------------
Balance at 30 June 2017 50,000 614,718 (1,644,675) (979,957)
=============== ============== ============ ============
Notes Called-up Capital Accumulated Total
share capital contribution losses
(GBP) (GBP) (GBP) (GBP)
--------------- -------------- ------------ ------------
Balance at 1 January
2018 50,000 670,946 (2,693,424) (1,972,478)
Capital contribution
during the period - 41,792 - 41,792
Loss after tax and total
comprehensive loss for
the period - - (1,042,052) (1,042,052)
--------------- --------------
Balance at 30 June 2018 50,000 712,738 (3,735,476) (2,972,738)
=============== ============== ============ ============
The accompanying notes below are an integral part of these
financial statements.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM 1 JANUARY 2018 TO 30 JUNE 2018
(Unaudited) (Unaudited)
1 Jan to 1 Jan to
30 Jun 2018 30 Jun 2017
(GBP) (GBP)
Cash flows from operating activities
Loss before tax (948,447) (894,184)
Adjustments for:
Investment income (538,769) (528,205)
Finance costs 1,441,103 1,369,437
------------- -------------
Operating cash flows before movements
in working capital (46,113) (52,952)
Decrease in prepayments 170 1,758
Increase/(decrease) in accrued expenses
and other liabilities 4,151 (34,117)
------------- -------------
Net cash flows used in operating
activities (41,792) (85,311)
------------- -------------
Financing activities
Capital contributions 41,792 85,311
------------- -------------
Net cash flows from financing activities 41,792 85,311
------------- -------------
Net change in cash and cash equivalents - -
Cash and cash equivalents at the
beginning of the period 50,000 50,000
------------- -------------
Cash and cash equivalents at the
end of the period 50,000 50,000
============= =============
The accompanying notes below are an integral part of these
financial statements.
The proceeds from the ZDP Shares issued by the Company during
the prior period (see note 4) and capital contribution by RDLF were
credited directly to RDLF under the Loan Agreement (see note 3) and
as a result neither transaction resulted in cash flows within the
Company.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 1 JANUARY 2018 TO 30 JUNE 2018
1. GENERAL INFORMATION
Ranger Direct Lending ZDP plc ("ZDP" or the "Company") was
incorporated and registered in England and Wales on 23 June 2016 as
a wholly owned subsidiary of Ranger Direct Lending Fund Plc
("RDLF") and with a limited life of up to 31 July 2021, unless
extended by the passing of a special resolution of the Company. On
1 August 2016, the Company was subsequently admitted to the
standard segment of the Official List of the UK Listing Authority
and its zero dividend preference shares of GBP 0.01 each (the "ZDP
Shares") were admitted to trading on the London Stock Exchange's
main market for listed securities.
The half year results for the six months ended 30 June 2018 have
neither been audited nor reviewed by the Company's auditor. The
comparative figures for the period from 1 January 2017 to 31
December 2017 have been extracted from the Company's 31 December
2017 financial statements and do not constitute statutory accounts
as defined in section 434 of the Companies Act 2006. Those
financial statements have been delivered to the Registrar of
Companies and included the report of the auditor which was
unqualified and did not note attention to any matters by way of
emphasis. The auditor's report did not contain a statement under
either section 498(2) or 498(3) of the Companies Act 2006.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting and preparation
These financial statements have been prepared in compliance with
applicable International Financial Reporting Standards ("IFRS") as
adopted by the European Union ("EU") and have been prepared on a
historical cost basis. There are no new standards or amendments to
standards effective for the period presented that have a material
impact on the Company.
Going concern
The RDLF Board has announced its intention to dispose of its
assets in an orderly manner and return shareholders' capital to
them and adequately reimburse the ZDP shareholders by the end of
March 2020.
Given these developments and the intention to wind down the
Company, the use of the going concern basis in preparing the
financial statements of the Group is not appropriate. As such the
financial statements have been prepared on a basis other than that
of a going concern. There were no adjustments made to the carrying
values of the assets and liabilities of the Group as a result of
this change in the basis of preparation.
The Directors believe that the Company and Group have adequate
resources to continue in operational existence until the
anticipated liquidation of the Company. The RDLF Board will ensure
that sufficient liquidity is held back at all times to ensure all
liabilities, including those to ZDP shareholders are at all times
adequately covered.
New Accounting Standards, amendments to existing Accounting
Standards and/or interpretations of existing Accounting Standards
(separately or together, "New Accounting Requirements") not yet
adopted
In the Directors' opinion, except for the application of the New
Accounting Requirements referred to below, all non-mandatory New
Accounting Requirements are either not yet permitted to be adopted,
or would have no material effect on the reported performance,
financial position or disclosures of the Company and consequently
neither have been adopted.
IFRS 9 - "Financial Instruments" (Replacement of IAS 39 -
"Financial Instruments: Recognition and Measurement")
IFRS 9 addresses the recognition, classification and measurement
of financial assets and financial liabilities and may be adopted to
replace IAS 39.
IFRS 9 requires financial assets to be classified into the
following measurement categories: (i) those measured at fair value
through profit or loss; (ii) those measured at fair value through
other comprehensive income; and, (iii) those measured at amortised
cost.
The determination is made at initial recognition. Unless the
option to designate a financial asset as measured at fair value
through profit or loss is applicable, the classification depends on
the entity's business model for managing its financial instruments
and the contractual cash flow characteristics of the instrument.
IFRS 9 also replaces the "incurred loss" model in IAS 39 with an
"expected credit loss" model for the measurement of impairment
loss. The new model applies to financial assets that are not
measured at fair value through profit or loss. IFRS 9 also
introduces a new hedge accounting model.
For financial liabilities, the standard retains most of the IAS
39 requirements. The main change is that, in cases where the fair
value option is taken for financial liabilities, the part of a fair
value change due to an entity's own credit risk is recorded in
other comprehensive income rather than the income statement, unless
this creates an accounting mismatch.
Upon adoption of IFRS 9, the loan and receivables and zero
dividend preference shares continues to be classified and accounted
for at amortised cost. The Directors believe that the 12 month
credit risk of ZDP is minimal or effectively zero given the level
of cover.
Impairment
IFRS 9 replaces the "incurred loss" model in IAS 39 with an
"expected credit loss" model in the measurement of impairment loss.
The overall effect of the change from IAS 39 to IFRS 9 is that the
assessment of impairment loss is intended to be more forward
looking under IFRS 9. At initial recognition, an impairment
allowance is required for expected credit losses ("ECL") resulting
from possible default events within the next 12 months. When an
event occurs that increases the credit risk of the counterparty, an
allowance is required for ECL for possible defaults over the term
of the financial instrument. The change in credit risk of the
counterparty will also have an impact of income on the financial
asset.
The following table summarises the change in ECL and basis of
interest income recognition based on the 'stage of the financial
assets.
Basis for calculating
ECL interest income
----------------------------------------- ---------- ----------------------
Gross outstanding
Stage 1 - no change in credit risk 12 months principal
Stage 2 - significant increase in credit Gross outstanding
risk but not yet defaulted Lifetime principal
Principal less
Stage 3 - default Lifetime impairment
The impairment requirements of IFRS 9 apply to the Company's
loan and receivables, the Directors deemed the effect of adoption
to be immaterial.
While cash and cash equivalents are also subject to the
impairment requirements of IFRS 9, the identified impairment loss
was also immaterial.
Use of estimates, judgements and assumptions
The following are the areas of particular significance to the
Company's financial statements and include the use of estimates and
the application of judgement, which is fundamental to the
preparation of these financial statements. Actual results could
differ from those estimates.
Critical judgements in applying the accounting policies - loan
and borrowings at amortised cost
The Company accounts for the Loan and ZDP Shares at amortised
cost on the basis that they have fixed or determinable payments.
The effective interest rate method has been applied in calculating
the income and expense during the year.
Critical judgements in applying the accounting policies -
interest rate on Intercompany Loan
The Company entered into a Loan Agreement with its parent
company which is subject to an interest rate of 2% compounded
annually as disclosed in note 3. This interest rate compared to the
ZDP Shares' interest rate of 5% compounded annually could result in
a potential transfer pricing issue which is often complex and
requires significant judgement.
RDLF has engaged a third party advisor to provide transfer
pricing advice concerning the arm's length interest rate payable on
the Loan Agreement between the Company and RDLF. The 2% interest
rate has been determined to be reasonable by demonstrating the
commercial effect for the RDLF group over the 5-year period;
identifying comparable transactions; performing interest rate
benchmarking analysis; and reviewing third party commitment lending
interest at a rate lower than the 5%. Therefore in preparing these
financial statements, the Directors considered using a 2% interest
rate on the intercompany loan to be a reasonable estimate of an
arm's length rate of interest.
Functional and presentation currency
The financial statements are presented in Pounds Sterling
("GBP"), the currency of the primary economic environment in which
the Company operates, the Company's functional currency.
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Monetary assets and liabilities denominated in
foreign currencies are translated into the functional currency
using the exchange rate prevailing at the reporting date.
Financial instruments at amortised cost - Loan and receivables
and Zero Dividend Preference Shares
These are initially recognised at cost, being the fair value of
the consideration received or paid associated with the loan or
borrowing net of direct issue costs. Loan and receivables and ZDP
Shares are subsequently measured at amortised cost using the
effective interest method. The effective interest method calculates
the amortised cost by allocating interest over the relevant period.
The effective interest rate is the rate that exactly discounts
estimated future cash receipts or payments (including all fees paid
or received that form an integral part of the effective interest
rate) through the expected life of the loan or borrowing to the net
carrying amount on initial recognition.
Direct issue costs are deducted from the carrying amount and
amortised using the effective interest method.
Impairment of assets
Financial assets are assessed for indicators of impairment at
each reporting date. Financial assets are impaired where objective
evidence exists that, as a result of one or more events that
occurred after the initial recognition of the financial asset, the
estimated future cash flows of the financial assets have been
negatively impacted.
Taxation
The current tax payable is based on the taxable profit for the
period. Taxable profit differs from net profit or loss as reported
in the Statement of Comprehensive Income because it excludes items
of income or expense that are taxable or deductible in other
periods and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted at
the reporting date.
Deferred tax is the tax expected to be payable or recoverable on
temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the liability method. Deferred tax liabilities are
recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible
temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to
apply in the year when the liability is settled or the asset is
realised based on tax rates that have been enacted or substantively
enacted at the reporting date. The carrying amount of deferred tax
assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profits will
be available to allow all or part of the asset to be recovered.
Organisation costs
Organisation costs are expensed as incurred.
Capital contribution
Capital contributions from the parent company to meet current
and future obligations of the Company are recognised directly in
equity based on the value of expenses paid for by the parent
company, in accordance with the Undertaking.
Investment income
Investment income is recognised when it is probable that the
economic benefits will flow to the Company and the amount of
revenue can be measured reliably. Income for interest bearing
financial instruments is recognised on an accruals basis, by
reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the
financial asset to that asset's net carrying amount on initial
recognition.
Segmental reporting
The Directors perform regular reviews of the operating results
of the Group as a whole and make decisions using financial
information at the Group level. The Board of Directors is of the
view that the Company is only engaged in one business segment.
Expenses
All operating expenses of the Company are paid by RDLF pursuant
to the Undertaking.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand and
highly liquid interest-bearing securities with original maturities
of three months or less from the date of acquisition.
Earnings per share
The Company presents basic and diluted earnings per share
("EPS") data for its Ordinary Shares. Basic EPS is calculated by
dividing the profit or loss attributable to Ordinary Shareholders
by the weighted average number of ordinary shares outstanding
during the period. The diluted EPS is the same as the Basic EPS as
there is currently no arrangement which could have a dilutive
effect on the Company's Ordinary Shares.
3. LOAN AND RECEIVABLES
(Unaudited) (Audited)
30 Jun 2018 31 Dec
2017
(GBP) (GBP)
Opening balance 54,595,547 53,525,047
Investment income during the period/year 538,769 1,070,500
--------------------- ------------------------------
Closing balance 55,134,316 54,595,547
===================== ==============================
Intercompany Loan Agreement
On 25 July 2016, the Company entered into a Loan Agreement with
its parent company. Pursuant to the Loan Agreement, the Company
immediately following the Admission and Subsequent Admission lent
the entirety of the gross proceeds of each issue of ZDP Shares to
its parent company, RDLF, which RDLF has applied towards making
investments in accordance with its investment policy and working
capital purposes. The costs associated with the issue of the ZDP
Shares amounted to GBP 598,552, and were paid by RDLF.
The loan is subject to an interest rate of 2% per annum,
compounding on each anniversary of the date of Admission on 1
August 2016 and repayable on the earlier of: the date falling three
business days before the ZDP Repayment Date (see note 4); or in an
event of default; or on demand by the Company. The Directors of the
Company have no intention to demand repayment of the Loan in the
next 12 months.
Deed of Undertaking
The Company also entered into the Undertaking on 25 July 2016
pursuant to which RDLF undertook to (among other things) subscribe
for such number of Ordinary Shares in the capital of the Company as
may be necessary or to otherwise ensure that the Company has
sufficient assets to pay the Final Capital Entitlement to the ZDP
Shareholders on the ZDP Repayment Date and to pay any operational
costs incurred by the Company.
During the period, the parent company contributed GBP 41,792 (31
December 2017: GBP 175,280) to the Company. The total capital
contribution by the parent company as at 30 June 2018 amounted to
GBP 746,479 (31 December 2017: GBP 704,687).
4. ZERO DIVID PREFERENCE SHARES
(Unaudited) (Audited)
31 Jun 2018 31 Dec
2017
(GBP) (GBP)
Opening balance 56,360,557 53,563,069
Amortisation of issue costs during the period/year 136,175 230,155
Amortisation of premium during the period/year (74,884) (138,437)
Accrued interest during the period/year 1,379,815 2,705,770
-------------
Closing balance 57,801,663 56,360,557
============= =============
Under the Company's Articles of Association, the Directors are
authorised to issue up to 55,000,000 ZDP Shares for a period of 5
years from 25 July 2016. On 1 November 2016, the Company passed a
resolution to authorise the Directors to issue up to 75,000,000 ZDP
Shares, such authority to expire on 26 July 2021, unless revoked
sooner or varied by the Company in a general meeting.
On 1 August 2016, the Company issued 30,000,000 ZDP Shares at
GBP 0.01 each at a placing price of GBP 1.00 per ZDP Share.
Subsequently on 4 November 2016, the Company issued a further
23,000,000 ZDP Shares at a placing price of GBP 1.035 each per ZDP
share.
The ZDP Shares will have a final capital entitlement of GBP
1.2763 per ZDP share on 31 July 2021, being the ZDP Repayment Date.
Accordingly, the aggregate Final Capital Entitlement payable to the
holders of all the ZDP Shares currently in issue on the ZDP
Repayment Date is GBP 67,643,900.(5)
5 There can be no assurance that the Final Capital Entitlement
of the ZDP Shares will be repaid in full on the ZDP Repayment
Date.
Rights Attaching to the ZDP Shares
The ZDP Shares carry no right to receive dividends or other
distributions out of revenue or any other profits of the
Company.
The ZDP Shares carry the right to vote as a class on certain
proposals which would be likely to materially affect their
position. Further ZDP Shares (or any shares or securities which
rank in priority to or pari passu with the ZDP Shares) may be
issued without the separate class approval of the ZDP Shareholders
provided that the Directors determine that the ZDP Shares would
have a Cover of not less than 2.75 times immediately following such
issue.
Voting Rights of ZDP Shares
The ZDP Shares carry no right to attend or vote at general
meetings of the Company.
On a vote on a resolution on a show of hands at a class meeting
of the holders of ZDP Shares other than in respect of a ZDP
Recommended Resolution or a ZDP Reconstruction Resolution (in each
case as defined in the Company's Articles), each member present in
person (and every proxy present who has been duly appointed by one
or more members entitled to vote on the resolution) has one vote. A
proxy has one vote for and one vote against the resolution if the
proxy has been duly appointed by more than one member entitled to
vote on the resolution, and the proxy has been instructed by one or
more of those members to vote for the resolution and by one or more
other of those members to vote against. On a vote on a resolution
on a poll taken at a class meeting, every member has one vote in
respect of each share held by him. All or any of the voting rights
of a member may be exercised by one or more duly appointed proxies
but where a member appoints more than one proxy, this does not
authorise the exercise by the proxies taken together of more
extensive voting rights than could be exercised by the member in
person.
Any vote on any ZDP Reconstruction Resolution or ZDP Recommended
Resolution shall be by means of a poll. At a class meeting of the
holders of the ZDP Shares in respect of a ZDP Recommended
Resolution or a ZDP Reconstruction Resolution, each holder of ZDP
Shares present in person or by proxy shall, on a poll, have such
number of votes in respect of each ZDP Share held by him (including
fractions of a vote) that the aggregate number of votes cast in
favour of the resolution is four times the aggregate number of
votes cast against the resolution. Each member present in person or
by proxy and entitled to vote, who votes against such resolution
shall on a poll have one vote for each ZDP Share held by him;
provided that, if any term of any offer or arrangement to which the
resolution relates shall (as regards any one or more members) have
been breached in any material respect of which the chairman of the
relevant meeting has written notice prior to the commencement of
such meeting then, notwithstanding anything in the Articles to the
contrary, each member shall, at any such meeting at which such
shareholder is present in person or by proxy, and entitled to vote,
on a poll have one vote for every such ZDP Share held by him.
Variation of Rights and Distribution on Winding Up
On a return of capital, whether on a winding up or otherwise,
the holders of ZDP Shares shall be entitled to receive, in priority
to any amounts paid to the holders of Ordinary Shares, an amount
equal to the initial capital entitlement of GBP 100 pence per share
as increased at such rate as accrues daily and compounds annually
to give an entitlement to GBP 1.2763 on 31 July 2021, the first
such increase to be deemed to have occurred on 1 August 2016 and
the last to occur on 30 July 2021.
5. SHARE CAPITAL
AUTHORISED:
Limited number of Ordinary Shares 10,000,000 Ordinary
Shares
====================
ISSUED AND FULLY PAID:
(Unaudited) (Audited)
30 Jun 2018 31 Dec 2017
(GBP) (GBP)
50,000 Ordinary Shares at GBP 1.00 each 50,000 50,000
======================== ===================
The Company's 50,000 Ordinary Shares were issued to its parent
company on 23 June 2016.
It is not intended that any dividend will be paid to the holders
of Ordinary Shares prior to the ZDP Repayment Date.
Voting Rights of Ordinary Shares
Subject to any rights or restrictions attached to any shares, on
a show of hands every ordinary shareholder present in person has
one vote and every proxy present who has been duly appointed by a
shareholder entitled to vote has one vote, and on a poll every
shareholder (whether present in person or by proxy) has one vote
for every share of which he is the holder. A shareholder entitled
to more than one vote need not, if he votes, use all his votes or
cast all the votes he uses the same way. In the case of joint
holders, the vote of the senior holder who tenders a vote, whether
in person or by proxy, shall be accepted to the exclusion of the
vote of the other joint holders, and seniority shall be determined
by the order in which the names of the holders stand in the
Register.
Variation of Rights and Distribution on Winding Up for Ordinary
Shares
On a return of capital, whether on a winding up or otherwise,
after the amounts payable to the holders of ZDP Shares have been
satisfied in full, each Ordinary Share carries the right to a
repayment of capital of up to GBP 1.00 paid up capital and the
Ordinary Shares all rank pari passu as respects distributions of
any surplus remaining after all such capital has been repaid.
6. TAX
(Unaudited) (Unaudited)
1 Jan to 1 Jan to 30
30 Jun 18 Jun 2017
(GBP) (GBP)
Corporation tax:
Current 93,605 95,050
Deferred tax - -
------------ ------------
Total tax expense for the period/year 93,605 95,050
============ ============
The Company's tax charge for the period can be reconciled to the
loss in the statement of comprehensive income as follows:
(Unaudited) (Unaudited)
1 Jan to 1 Jan
30 Jun to 30
18 Jun 2017
(GBP) (GBP)
Loss before tax on continuing operations (948,447) (894,184)
------------ ------------
Tax effect at the UK corporation tax rate
of 19%/20% (180,205) (178,837)
Tax effect of expenses that are not deductible
in determining taxable profit 273,810 273,887
------------ ------------
Tax expense for the period/year 93,605 95,050
============ ============
7. CAPITAL MANAGEMENT
The Board's policy is to maintain a strong capital base so as to
maintain investor, creditor and market confidence. The Company's
capital is represented by the ordinary shares and capital
contribution from the parent company. Pursuant to the Undertaking
granted by RLDF in favour of the Company, RDLF undertook to (among
other things) subscribe for such number of Ordinary Shares in the
capital of the Company as may be necessary or to otherwise ensure
that the Company has sufficient assets to pay the total amount
repayable to the ZDP Shareholders and pay any operational costs
incurred by the Company.
The Company is not subject to externally imposed capital
requirements.
8. FINANCIAL RISK MANAGEMENT
The Board of Directors has overall responsibility for the
oversight of the Company's risk management framework. The objective
of the Company is to provide the Final Capital Entitlement of the
ZDP Shares to the ZDP holders at the redemption date. Due to the
Company's dependence on RDLF to repay the loan and provide
contribution to meet the final capital entitlement of the ZDP
Shareholders, the risks faced by the Company are considered to be
the same as for RDLF.
The Company has exposure to the following risks from its use of
financial instruments:
- Credit risk
- Liquidity risk
- Interest rate risk
All short-term financial instruments have been excluded from the
following disclosures.
Credit risk
Credit risk is the risk of financial loss to the Company if a
counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Loan
Agreement and the obligation of RDLF under the Undertaking to
subscribe for such number of Ordinary Shares or otherwise ensure
that the Company is able to pay the Final Capital Entitlement to
ZDP Shareholders on the ZDP Repayment Date. RDLF's credit risk is
the risk of financial loss if a counterparty to a debt instrument
fails to meet its contractual obligations. RDLF and its investment
manager seek to mitigate RDLF's credit risk by actively monitoring
RDLF's portfolio of debt instruments and the credit quality of the
underlying borrowers. RDLF's investment strategy allows it to
potentially reduce risk through investment diversification while
also potentially achieving higher returns by investing in high
yielding direct lending asset classes.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they fall due. The most
significant cash outflow consists of the payment of the Final
Capital Entitlement to the ZDP holders at the ZDP Repayment Date of
31 July 2021. The Company's exposure to liquidity risk depends upon
RDLF's ability to meet all current and future obligations of the
Company. The Directors consider RDLF's compliance with the
Undertaking and the capital contributions received as
sufficient.
The contractual undiscounted maturity profile of the Company's
financial assets and liabilities is as follows:
(Unaudited) (Audited)
30 June 31 Dec 2017
2018
(GBP) (GBP)
In more than one year but not more than
five years:
Loan and receivables 58,610,638 58,610,638
============= ===============
Zero Dividend Preference Shares (67,643,347) (67,643,347)
============= ===============
Interest rate risk
Interest rate risk occurs when there is a mismatch between the
interest rates of the Company's assets and liabilities. The
interest rate applied on the Loan Agreement is fixed at 2% whereas
the interest rate applied on the ZDP Shares is fixed at 5%. The net
exposure to interest risk is reduced as a result of the Undertaking
by RDLF whereby at any time up to or immediately prior to the ZDP
Repayment Date, RDLF will subscribe for such number of ordinary
shares in the Company as is necessary to provide the Company (after
taking into account the repayment of the loan) with sufficient
funds to meet the repayment obligations in respect of the ZDP
Shares. Assuming the interest rate applied on the Loan Agreement is
5%, the investment income for the year would have been higher by
GBP 693,426 (31 December 2017: GBP 898,163).
Fair value estimation
The fair values of cash and cash equivalents, prepayments, and
accrued expenses and other liabilities are estimated to be
approximately equal to their carrying values due to their
short-term nature. The fair values for the loan and receivables and
ZDP Shares are disclosed in this note for disclosure purposes only
under IFRS 13 "Fair Value Measurement" ("IFRS 13").
The Directors based the fair value of the ZDP Shares on the
traded price of GBP 110.600 pence (31 December 2017: GBP 101.875
pence) per share which was observed on the London Stock Exchange on
28 June 2018 (31 December 2017: 29 December 2017) being the last
observable traded price before the year end. The Loan Agreement and
Undertaking expire on the same date as the ZDP Repayment Date. Due
to the dependence on RDLF to repay the Loan and provide the support
to meet the Company's obligation to the ZDP holders, the fair value
of the Loan (including the amount receivable under the Undertaking)
is estimated to be equal and opposite to the fair value of the ZDP
Shares.
Fair value hierarchy
IFRS 13 defines a fair value hierarchy that prioritises the
inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets and liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level
3 measurements).
The three levels of fair value hierarchy under IFRS 13 are as
follows:
Level 1: Inputs that reflect unadjusted quoted prices in active
markets for identical assets and liabilities at the valuation
date;
Level 2: Inputs other than quoted prices included in Level 1
that are observable for the assets or liability either directly (as
prices) or indirectly (derived from prices), including inputs from
markets that are not considered to be active; and
Level 3: Inputs that are not based upon observable market
data.
However, the determination of what constitutes "observable"
requires significant judgement by the Directors. The Directors
consider observable data to be market data which is readily
available, regularly distributed or updated, reliable and
verifiable, not proprietary, provided by multiple independent
sources that are actively involved in the relevant market.
The categorisation of a financial instrument within the
hierarchy is based upon the pricing transparency of the financial
instruments and does not necessarily correspond to the Company's
perceived risk inherent in such financial instruments.
The ZDP Shares are classified within Level 1 of the fair value
hierarchy on the basis that the fair value was derived from an
observable traded price. The Loan and receivables is classified
within Level 2 of the fair value hierarchy on the basis that the
fair value of the Loan has been determined directly from the fair
value of the ZDP Shares.
The following tables include the fair value hierarchy of the
Company's financial assets and liabilities not measured at fair
value but for which fair value is disclosed:
As at 30 June 2018 (Unaudited):
Fair value (GBP) (GBP) (GBP) (GBP)
Level Level Level Total
1 2 3
Loan and receivable - 58,618,000 - 58,618,000
=========== =========== ====== ===========
Zero Dividend Preference Shares 58,618,000 - - 58,618,000
=========== =========== ====== ===========
As at 31 December 2017 (Audited):
Fair value (GBP) (GBP) (GBP) (GBP)
Level Level Level Total
1 2 3
Loan and receivable - 53,993,750 - 53,993,750
=========== =========== ====== ===========
Zero Dividend Preference Shares 53,993,750 - - 53,993,750
=========== =========== ====== ===========
9. BASIC AND DILUTED LOSS PER ORDINARY SHARE
The calculation of loss per share is based on the net loss for
the year of GBP 1,042,052 (31 December 2017: GBP 2,037,983) and on
a weighted average number of shares of 50,000 Ordinary Shares.
10. ULTIMATE CONTROLLING PARTY
The voting rights in the Company are wholly owned by Ranger
Direct Lending Fund Plc, a company incorporated and registered in
England and Wales, and is therefore the immediate and ultimate
controlling party.
11. RELATED PARTIES
During the year and pursuant to the Deed of Undertaking, the
parent company contributed GBP 41,792 (31 December 2017: GBP
175,280) to the Company.
On 25 July 2016, the Company entered into a Loan Agreement and
Undertaking with its parent company which are disclosed in more
detail in note 3.
The Company had no employees for the period ended 30 June 2018
(31 December 2017: none).
The Directors received no remuneration for their services to the
Company during the period and prior period.
12. AUDITOR'S REMUNERATION
The analysis of the auditor's remuneration is as follows:
(Unaudited) (Audited)
30 June 2018 1 Jan to 31 Dec
2018
(GBP) (GBP)
Audit fees for the audit of the
Company's financial statements 10,400 24,960
Non-audit fees related to corporate
financial services charged to
Zero Dividend - 12,800
------------- ----------------
10,400 37,760
============= ================
13. OPERATING SEGMENTS
Geographical information
The Company is managed as a single asset management business,
being the provision of a loan to RDLF from the Company's ZDP Shares
proceeds.
The chief operating decision maker is the Board of Directors.
Under IFRS 8 the Company is required to disclose the geographical
location of revenue and amounts of non-current assets other than
financial instruments.
Revenues
All of the Company's revenue is generated from the UK.
Non-current assets
The Company does not have non-current assets other than its
loans and receivables.
14. SUBSEQUENT EVENTS
There are no subsequent events that require disclosure in these
financial statements.
COMPANY INFORMATION
Directors
Jonathan Schneider
Brendan Hawthorne (from 26 July 2018)
Christopher Waldron (resigned 19 June 2018)
Matthew Mulford (resigned 19 June 2018)
Company Secretary
Link Company Matters Limited
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
United Kingdom
Registrar
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
United Kingdom
Auditor
Deloitte LLP
Chartered Accountants and Statutory Auditor
2 New Street Square
London EC4A 3BZ
United Kingdom
Company website
www.rangerdirectlending.uk/ranger-direct-lending-zdp-plc/
Registered Office
6(th) Floor,
65 Gresham Street,
London, United Kingdom
EC2V 7NQ
Broker
Liberum Capital Limited
Level 12, Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
United Kingdom
Administrator
Sanne Fiduciary Services Limited
IFC 5
St. Helier
Jersey JE1 1ST
English and US Securities Law Legal Adviser
Travers Smith LLP
10 Snow Hill
London EC1A 2AL
United Kingdom
LEI: 5493009K2K3DB5ZTBD75
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR SEMFULFASESU
(END) Dow Jones Newswires
September 25, 2018 02:03 ET (06:03 GMT)
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