Professional Documents
Culture Documents
PREMIUM
Contents
Company Information Directors Financial Calendar Investment Objective and Policy Summary Information Monthly total return performance, NAV and dividends declared since inception Chairmans Statement Responsibility Statement Consolidated Statement of Financial Position (unaudited) Consolidated Statement of Comprehensive Income (unaudited) Consolidated Statement of Changes in Equity (unaudited) Consolidated Statement of Cash Flows (unaudited) Notes to the Financial Statements (unaudited) Analysis of Significant Investments (unaudited) Portfolio Analysis (unaudited) 1 2-3 3 3 3 4 5-6 7 8 9 10 11 12-46 47 48-49
Company Information
Company Number 47075 (Registered in Guernsey) Financial adviser and stockbroker to the Company: Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT Auditors to the Company: KPMG Channel Islands Limited 20 New Street St Peter Port Guernsey, GY1 4AN Solicitors to the Company: Eversheds LLP 1 Wood Street London EC2V 7WS
Directors: William Scott, Chairman Soondra Appavoo Peter Niven Tim Jenkinson Keith Dorrian Company Secretary and Administrator: Praxis Fund Services Limited Sarnia House Le Truchot St Peter Port Guernsey, GY1 4NA Registered office of the Company: Sarnia House Le Truchot St Peter Port Guernsey, GY1 4NA Manager: PSource Capital Guernsey Limited Sarnia House Le Truchot St Peter Port Guernsey, GY1 4NA Investment Manager: Laurus Capital Management, LLC 875 Third Avenue, 3rd Floor New York, NY 10022 USA Investment Consultant and Promoter: PSource Capital Limited 126 Jermyn Street London SW1Y 4UJ Independent Valuation Consultant: Clayton IPS Corporation 1700 Lincoln Street Suite 1600 Denver, Colorado 80263 USA Financial Public Relations: Weber Shandwick Financial Fox Court 14 Grays Inn Road London WC1X 8WS
Guernsey lawyers to the Company: Mourant Ozannes PO Box 186 1 Le Marchant Street St Peter Port Guernsey, GY1 4HP U.S. Counsel: Alston & Bird LLP 90 Park Avenue New York, NY 10016-1387 USA Bankers: Bank of Scotland plc (part of the Lloyds Banking Group) PO Box No 39900 155 Bishopsgate Exchange London EC2M 3YB Custodian: Wells Fargo Bank 45 Broadway,14th Floor New York, NY 10006 USA Equity Custodian & Broker: Fidelity Prime Services 200 Seaport Boulevard, Z2H Boston, MA 02210 USA (until 25 October 2010) Albert Fried & Company, LLC 45 Broadway, 24th Floor New York, NY 10006 USA (from 25 October 2010)
Registrar: Capita Registrars (Guernsey) Limited Longue Hougue House St Sampson Guernsey, GY2 4JN
Peter Niven Peter Niven has worked in the financial services industry in the UK and offshore for over 30 years, most recently as Chief Executive of the Lloyds TSB Groups offshore banking operations, until his retirement from the Bank in June 2004. A Fellow of the Institute of Bankers and a Chartered Director, he has served as a director of many Lloyds TSB group companies and is currently a director of a number of Guernsey based investment funds and captive insurance companies, including London listed Dexion Trading Limited and F&C Commercial Property Trust Limited. He is also Chief Executive of Guernsey Finance LBG. Mr Niven is a resident of Guernsey. Tim Jenkinson Tim Jenkinson is Professor of Finance at the Oxford Sad Business School. He is an expert on corporate finance, in particular initial public offerings, private equity and the cost of capital. He has written widely on finance and economics and his work has been published in books and leading international journals. He is a Research Fellow of the Centre for Economic Policy Research, a Research Associate of the European Corporate Governance Institute, is Managing Editor of the Oxford Review of Economic Policy, and is a Professorial Fellow of Keble College, Oxford. Professor Jenkinson is a director of the economic consulting firm Oxford Economic Research Associates (Oxera), and has consulted for a large number of companies and regulators. He is also a non-executive director of Oxford Sad Business School Limited. Professor Jenkinson joined the Sad Business School in 2000. He was previously in the economics department at Oxford University, which he joined in 1987. He initially studied economics as an undergraduate at Cambridge University, before going as a Thouron Fellow to the University of Pennsylvania, where he obtained a Masters in Economics. He then returned to the UK and obtained a DPhil in Economics from Oxford. Keith Dorrian Keith Dorrian has over 30 years experience in the offshore finance industry. Joining Manufacturers Hanover in 1973 he moved to First National Bank of Chicago in 1984. In 1989 he joined ANZ Bank (Guernsey) where as a director of the bank and fund management company he was closely involved in the banking and fund management services of
the group. He took up the position of Manager Corporate Clients in Bank of Bermuda Guernsey in 1999 and was appointed Head of Global Fund Services and Managing Director of the banks Guernsey fund administration company in 2001 retiring on 31 December 2003. He is currently a director of a number of funds and fund management companies and holds the Institute of Directors Diploma in Company Direction. He is a resident of Guernsey.
Subsidiary no longer had any holdings, SPV1 was voluntarily liquidated. It is the intention of the Group to remain substantially fully invested at all times, although the Group may use its discretion to hold cash or short-term money market instruments (including gilts) from time to time for the purposes of paying margin calls on hedging, paying dividends, meeting other expenses of the Group, funding buybacks and pending full investment. Cash will be held in accounts with institutions which are rated A1 (or above) by Standard & Poors or an equivalent rating by another reputable agency (or wholly owned subsidiary of such institutions). The Group will be a passive investor and will not control, seek to control, or be actively involved in the management of, any companies or businesses in which it invests. The Group will not be a dealer in investments. The Group will not enter into long term borrowing. Under its Articles of Association, the Company has the ability to borrow up to 30% of net assets in order to facilitate its intention of remaining fully invested, to implement any hedging and buyback strategies and to meet ongoing expenses (please refer to note 10 of the consolidated financial statements for details on the Groups loan and overdraft facilities).
Financial Calendar
Interim Report and Accounts sent to shareholders by 28 February 2011. Annual Report and Accounts sent to shareholders by 28 September 2011. Annual General Meeting to be held during October 2011.
Summary Information
There are 59,564,681 (30 June 2010: 59,564,681) Ordinary Shares in issue and the NAV per Ordinary Share at 31 December 2010 was US$1.7947 (30 June 2010: US$1.8922). The Company listed on 3 August 2007 with an initial NAV per Ordinary Share after launch costs of 97.75p. No interim dividends have been declared in respect of the 6 months ended 31 December 2010 (6 months ended 31 December 2009: zero pence per Ordinary Share). As at 31 December 2010 the portfolio which comprised 36 companies (30 June 2010: 47), represented 108.01% of Net Asset Value (30 June 2010: 111.35%). The maximum position in any company was 76.22% of the portfolio (30 June 2010: 64.92%).
Financial Jul Aug 97.37 -0.38 Sep 98.53 1.19 Oct 100.17 2.49 0.8 Nov 102.13 1.95 Dec 103.81 1.64 Jan 103.13 0.55 1.25 Feb 105.06 1.87 Mar 107.21 2.05 Apr 107.54 1.49 1.25 May 109.40 1.73 Jun 110.19 0.72 -
YTD
16.37 3.30
* On 30 January 2009, a special resolution was passed to convert the issued Sterling Shares into US Dollar Shares in accordance with article 3.12 of the Companys articles of association at an exchange rate of US$1.4593/. With effect from this date the performance of the Company is measured in US Dollars. Total net return since inception as at 31 December 2010 in reporting currency 31.36% Total net return since inception as at 31 December 2010 in reporting currency (annualised) 8.31% Annualised standard deviation (volatility) 8.54%
Chairmans Statement
Period ended 31 December 2010
It is my pleasure to present the semi-annual report for PSource Structured Debt Limited (the Company or PSD) for the half-year ended 31 December 2010. The past 6-months have continued to be challenging for the Company seeing a return of -5.15% to 31 December 2010. However, there have been steady improvements in key areas including the bank debt, cash realisations from the non-PetroAlgae portfolio, and the progress of PetroAlgae. I would like to discuss each in turn.
PetroAlgae, Inc.
The Companys largest holding is its holding in PetroAlgae (US$81.5 million). PetroAlgae, Inc., a leading Florida-based renewable energy company, licenses a commercial lemna based micro-crop technology system that enables the production of green diesel and a high-value protein food source in an environmentally friendly manner. PSDs holding in PetroAlgae is being held at a valuation of US$11.56 per share as of 31 January 2010. This compares to average trading on the OTC in the year at US$12.16 per share, albeit on thin trading. In early 2010 a process was set in motion to list PetroAlgae on a broader exchange. This move will create the opportunity for PSD to realise the full value of its investment in PetroAlgae although shareholders should understand that it is likely that there can only be a partial realisation at the time of the new listing with the remainder only possible after the expiry of any customary IPO lock-ups required of existing shareholders. I am pleased to note that PetroAlgae filed its draft prospectus (Form S-1) in August. Goldman Sachs, UBS, and Citi are managing this process. Since that time PetroAlgae has announced the signing of one umbrella contract with the Chinese state renewable energy company (CECEP) to build a trial facility in Hainan Province. CECEP has committed to build ten further full size units, each 5,000 hectares, contingent on the success of the trial facility. It is the commercial progress of PetroAlgae, such as the signing of further contracts, which underpins any realisation. We look forward to updating the market as PetroAlgae converts further advanced leads to commercial contracts.
Bank Debt
The terms of the banking facilities have necessarily prioritised paying off the Companys debt and significant progress has been made in this respect. During the 6-month period the Company has reduced its net borrowings from US$8.5 million to US$5.1 million (U$S4.6 million after taking into account brokerage account cash) as at 31 December 2010. At 31 January 2011 the bank debt has been further reduced to US$4.2 million. On 30 November 2010, PSD secured a new 6-month US$8 million US Dollar denominated credit facility with its existing lender, Bank of Scotland, to replace the expiring credit facilities. The reduction in the bank facility and strong nature of the cash flows this calendar year, US$10.4 million in cash receipts in 2010, have enabled the Company to obtain this refinancing on relatively attractive terms.
Share Price
Until October 2008, the Companys shares traded at or above NAV. However, the shares have recently fallen to a low of 37p in January 2011. This share price fall was due to a number of factors; a fall in liquidity which affected the entire investment company sector, uncertainty over the Companys banking facilities, the continued suspension of our dividend, and the lack of certainty and timing of a liquidity event from PetroAlgae. The Board shares investor concern and frustration with the level of the share price and has taken such steps as our banking facilities permit to address this. Notably, we believe that progress on extinguishing the bank debt and realising as cash the position in PetroAlgae should remove two of the major factors holding back a restart of distributions and material share repurchases, also key to the share price.
Responsibility Statement
We confirm that to the best of our knowledge and in accordance with DTR 4.2.10R of the Disclosure and Transparency Rules: a) The financial statements have been properly prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS34 as adopted by the EU, Interim Financial Reporting and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group as at and for the period ended 31 December 2010. The interim report, which includes information detailed in the Chairmans Statement and Notes to financial statements, provides a fair review of the development and performance of the Group during the period; and includes a description of the principal risks and uncertainties faced as at and for the period ended 31December 2010.
b)
Notes Investments Fair value through profit and loss Held for trading Loans and receivables Total investments Current assets Cash and cash equivalents Unsettled investment sales Other receivables 7 8 6
31 December 2010 US$ 89,524,026 2,755,118 23,183,468 115,462,612 1,958,375 6,237 1,901,899 3,866,511
30 June 2010 (audited) US$ 92,635,523 2,834,377 30,031,017 125,500,917 194,315 6,839 1,619,955 1,821,109 1,136,519 5,993,380 7,484,003 14,613,902 (12,792,793) 112,708,124 47,512,742 42,793,973 22,401,409 112,708,124 US$1.8922
7 & 10 9 10
Net current liabilities Total net assets Represented by Shareholders equity: Share Premium Distributable reserve Reserves Total Shareholders equity Net asset value per Ordinary Share 13 11 11 12
The accompanying notes form an integral part of these consolidated financial statements.
Notes Income Loan interest income Bank interest Subordination fees Bad debt provision Movement in net unrealised gains on investments Movement in net unrealised losses on restructuring of loans Net realised losses on disposal/restructuring of investments Impairment charge on loans and receivables Net foreign exchange losses Net investment (deficit)/income Expenses Management fee Performance fee Directors fees and expenses Administration fees Custodian fees Registrar fees Auditors remuneration Loan arrangement fees Legal and professional fees Independent valuation consultancy fee US Taxation Other expenses Operating expenses before finance costs Net (deficit)/return from operations before finance costs Finance costs Bank interest Loan interest (Deficit)/return after finance costs for the period Total comprehensive (deficit)/income for the period Basic & diluted earnings per Ordinary Share before dividends paid 12 5 10 10 3 3 4 3 3 3
1 July 2010 to 31 December 2010 US$ 827,536 152 (258,449) 1,632,003 (1,549,159) (2,134,510) (2,193,953) (6,787) (3,683,167) 1,093,474 93,114 117,076 21,790 10,691 55,169 113,595 357,833 59,861 (16,457) 38,936 1,945,082 (5,628,249) 26,218 152,534 (5,807,001) (5,807,001) US$(0.0975)
1 July 2009 to 31 December 2009 US$ 1,840,628 932 79,456 (638,819) 24,812,730 (50,932) (11,378,767) 2,879,156 (12,685) 17,531,699 1,066,814 3,448,768 93,396 127,394 2,199 8,238 85,154 156,970 516,247 70,248 134,254 28,709 5,738,391 11,793,308 4,498 203,672 11,585,138 11,585,138 US$0.1945
6 6 6 6
14 14 14 14
The results for the current and prior periods are derived from continuing operations.
The accompanying notes form an integral part of these consolidated financial statements.
10
Notes Balance brought forward Total comprehensive deficit for the period Balance carried forward
1 July 2010 to 31 December 2010 Share Distributable Premium Reserve Reserves US$ US$ US$ 47,512,742 47,512,742 42,793,973 42,793,973
Total US$
12
Notes Balance brought forward Total comprehensive income for the period Balance carried forward
1 July 2009 to 31 December 2009 Share Distributable Premium Reserve Reserves US$ US$ US$ 47,512,742 47,512,742 42,793,973 42,793,973
Total US$
12
The accompanying notes form an integral part of these consolidated financial statements.
11
Notes Cash flows from/(used in) operating activities Loan interest received Operating expenses paid Amounts paid for purchase of investments Sale proceeds received from disposal of investments Amounts received on loan repayments Net cash from operating activities Cash flows (used in)/from financing activities Bank interest received Bank interest paid Loan interest paid Loan repayments Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents, start of period Effect of exchange rate changes during the period Cash and cash equivalents, end of period Cash and cash equivalents comprise the following amounts: Bank deposits Bank overdrafts 7
1 July 2010 to 31 December 2010 US$ 667,478 (2,398,836) (4,089,610) 4,900,634 4,982,458 4,062,124 152 (26,218) (144,690) (984,003) (1,154,759) 2,907,365 (942,204) (6,787) 1,958,374 1,958,375 (1) 1,958,374
1 July 2009 to 31 December 2009 US$ 1,597,524 (2,716,760) (3,165,701) 1,903,934 7,753,259 5,372,256 932 (4,498) (245,158) (9,687,546) (9,936,270) (4,564,014) 4,151,052 (12,685) (425,647) 489,855 (915,502) (425,647)
The accompanying notes form an integral part of these consolidated financial statements.
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1.
The Company:
The Company is a closed-ended investment company, incorporated and registered with limited liability in Guernsey on 5 June 2007. The Company commenced business on 3 August 2007 when the initial 30,000,000 Ordinary Shares of the Company were admitted to the Official List on the London Stock Exchange. The Company is a Guernsey Authorised Closed-ended Investment Scheme and is subject to the Authorised Closed-ended Investment Scheme Rules 2008. During the period ended 30 June 2008 a capital reorganisation took place and a Placing and Offer for Subscription dated 8 June 2008 for a second issue up to 100,000,000 shares in the Company was approved by and filed with the Financial Services Authority. The second issue was for a total of 24,154,681 Ordinary Shares of the Company and these Ordinary Shares were issued and admitted to the Official List on the London Stock Exchange on 20 June 2008. On 30 July 2008 the Company issued 5,410,000 Ordinary Shares of no par value, representing 9.9% of the Ordinary Shares in issue. These Ordinary Shares were issued and admitted to the Official List on the London Stock Exchange for trading on the same day. The Company has one wholly owned subsidiary, PSD SPV 2 Inc (SPV2), which has been established to hold certain US assets. For reasons of tax efficiency, the Company proposes to make newly originated direct investments through this Subsidiary. SPV 2 was incorporated in the State of Delaware on 2 April 2009. The Subsidiary commenced trading on 1 May 2009. On 29 December 2010, PSource Structured Debt SPV 1 Limited (SPV1), a wholly owned Subsidiary of the Company was voluntarily liquidated. SPV1 was incorporated in Guernsey on 27 September 2007. PSource Structured Debt Limited and SPV2 have been consolidated to produce the consolidated results of the Group. Any references to Company relate to PSource Structured Debt Limited whereas references to the Group relate to PSource Structured Debt Limited and SPV2.
2.
13
2.
14
2.
IFRS 9 Financial Instruments, published on 12 November 2009 as part of phase I of the IASBs comprehensive project to replace IAS 39, deals with classification and measurement of financial assets. The requirements of this standard represent a significant change from the existing requirements in IAS 39 in respect of financial assets. The standard contains two primary measurement categories for financial assets: amortised cost and fair value. A financial asset would be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the assets contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets would be measured at fair value. The standard eliminates the existing IAS 39 categories of held to maturity, available for sale and loans and receivables. For an investment in an equity instrument which is not held for trading, the standard permits an irrevocable election, on initial recognition, on an individual share-by-share basis, to present all fair value changes from the investment in other comprehensive income. No amount recognised in other comprehensive income would ever be reclassified to profit or loss at a later date. However, dividends on such investments are recognised in profit or loss, rather than other comprehensive income unless they clearly represent a partial recovery of the cost of the investment. Investments in equity instruments in respect of which an entity does not elect to present fair value changes in other comprehensive income would be measured at fair value with changes in fair value recognised in profit or loss. The standard requires that derivatives embedded in contracts with a host that is a financial asset within the scope of the standard are not separated; instead the hybrid financial instrument is assessed in its entirety as to whether it should be measured at amortised cost or fair value.
(b)
Basis of Consolidation: The consolidated financial statements of the Group incorporate the financial statements of the Company and its one wholly owned subsidiary made up to 31 December 2010. There are no minority interests in the income or assets of the subsidiary. Control is achieved where the Company has the power to govern the financial and operating policies of the subsidiary so as to benefit the Company.
(c)
Income: Bank interest, loan interest income and other income are included in these consolidated financial statements on an accruals basis, using the effective interest method. Where interest income falls past due it is assessed for impairment and where impairment is identified a 0-100% provision is made, on a case by case basis after the recoverability of each interest receipt has been assessed. Subordination fee income is included in these consolidated financial statements on an accruals basis and is recognised in the Consolidated Statement of Comprehensive Income.
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2.
16
2.
17
2.
3.
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3.
US$30,000 acceptance fee; plus US$30,000 annual administration fee; plus US$30 per asset annual custody fee; plus various activity fees.
Effective from 26 November 2010, the Company migrated its custody and clearing services for its short term trading assets from Fidelity Prime Services to Albert Fried & Company, LLC. Albert Fried & Company, LLC is entitled to receive various activity based fees for its services to the Company. During the period Albert Fried & Company, LLC were entitled to receive US$500 in respect of such services. Effective 1 December 2010, the Company migrated its trading services from Fidelity to GP Nurmenkari Inc.. GP Nurmenkari Inc. is entitled to receive various activity based fees for its services to the Company. During the period GP Nurmenkari Inc. were entitled to receive US$nil in respect of such services. In addition to the above agreements, during the period the Group paid US$6,064 to Fidelity Prime Services for custodial services provided in respect of the Groups short term trading assets.
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3.
William Scott (Chairman) Peter Niven Soondra Appavoo Tim Jenkinson Keith Dorrian
There were no changes in the interests of the Directors prior to the date of this report.
20
3.
4.
Directors Fees:
Each of the Directors has entered into an agreement with the Company providing for them to act as a non-executive director of the Company. Their annual fees, excluding all reasonable expenses incurred in the course of their duties which were reimbursed by the Company were as follows: 31 December 2010 Annual Fee 30,000 27,000 25,000 25,000 30 June 2010 Annual Fee 30,000 27,000 25,000 25,000
William Scott (Chairman) Soondra Appavoo Peter Niven Tim Jenkinson Keith Dorrian
Mr Appavoo has waived his Directors fees for the period. As at 31 December 2010 the Directors fees creditor was US$2,368 (30 June 2010: US$1,863). As chairman of the Audit Committee Mr Nivens fee includes a further 2,000 per annum.
5.
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6.
Investments:
Fair Value Through Profit or Loss Investments: 1 July 2010 to 31 December 2010 US$ 4,402,416 85,121,610 89,524,026 Opening fair value Converted from loans Converted from fee receivables Converted from warrants Converted from penny warrants Purchases Sales proceeds Sales realised gains/(losses) on disposals Movement in net unrealised (loss)/gain Closing fair value Closing book cost Closing net unrealised gain Closing fair value Held for Trading Investments: 92,635,523 294,427 294,351 (4,552,002) 1,032,184 (180,457) 89,524,026 20,367,427 69,156,599 89,524,026 1 July 2010 to 31 December 2010 US$ 2,755,118 2,834,377 (294,427) (348,030) (1,249,262) 1,812,460 2,755,118 29,055,727 (26,300,609) 2,755,118 1 July 2009 1 July 2009 to to 30 June 2010 31 December 2009 US$ US$ 5,122,205 87,513,318 92,635,523 46,012,447 458,114 896,147 2,926,747 3,038,184 1,383,093 (1,722,123) (1,641,034) 41,283,948 92,635,523 23,298,467 69,337,056 92,635,523 1,060,346 79,583,619 80,643,965 46,012,447 89,724 2,737,354 (1,414,086) (1,538,393) 34,756,919 80,643,965 17,833,938 62,810,027 80,643,965
1 July 2009 1 July 2009 to to 30 June 2010 31 December 2009 US$ US$ 2,834,377 19,000,009 (5,964,931) (443,508) (3,176,744) (6,580,449) 2,834,377 30,947,446 (28,113,069) 2,834,377 8,761,405 19,000,009 (143,508) (676,548) (9,418,548) 8,761,405 39,712,573 (30,951,168) 8,761,405
Unlisted investments Opening fair value Purchases Converted to equity Sales proceeds Sales realised losses on disposals Movement in net unrealised gain/(loss) Closing fair value Closing book cost Closing net unrealised loss Closing fair value
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6.
Investments continued:
Loans and Receivables: 1 July 2010 to 31 December 2010 US$ 23,183,468 23,183,468 Opening carrying value Loans converted to equity Fee receivables converted to equity Purchases Sales proceeds Sales realised losses on disposals Repayments/restructuring of loans proceeds Repayments/restructuring of loans/fee receivables realised losses on repayments/restructuring Movement in unrealised gains on restructuring of loans Movement in impairment charge Movement in net unrealised loss on fee receivables and fee/proceeds receivable Closing carrying value Closing book cost Closing unrealised gains on restructuring of loans Impairment charge Closing carrying value 30,031,017 3,795,453 (4,982,458) 1 July 2009 1 July 2009 to to 30 June 2010 31 December 2009 US$ US$ 30,031,017 30,031,017 48,475,029 (458,114) (896,147) 577,880 (8,288,795) 34,189,904 896,147 35,086,051 48,475,029 (89,724) 1,315,248 (796,564) (7,753,259)
Loans Receivable *
* Receivable As part of a restructured loan, the Group was entitled to US$896,147. During the prior year this receivable was converted into an equity holding.
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6.
Investments continued:
Total Investments: 1 July 2010 to 31 December 2010 US$ 4,402,416 87,876,728 23,183,468 115,462,612 Opening fair/carrying value Purchases Sales proceeds Sales realised losses on disposals Sales realised impairment on disposals Repayments/restructuring of loans proceeds Repayments/restructuring of loans/fee receivables realised losses on repayments/restructuring Movement in unrealised (losses)/gains on restructuring of loans Movement in impairment charge Movement in net unrealised gains Closing fair/carrying value Closing book cost Closing unrealised gains on restructuring of loans Impairment charge Closing net unrealised gain Closing fair/carrying value 125,500,917 4,089,804 (4,900,032) (217,078) (4,982,458) (1,917,432) (1,549,159) (2,193,953) 1,632,003 115,462,612 79,777,320 1,952,200 (9,122,898) 42,855,990 115,462,612 1 July 2009 1 July 2009 to to 30 June 2010 31 December 2009 US$ US$ 5,122,205 90,347,695 30,031,017 125,500,917 113,487,485 1,960,973 (2,165,631) (4,817,778) (8,288,795) (9,200,721) 994,159 (646,633) 34,177,858 125,500,917 87,704,516 3,501,359 (6,928,945) 41,223,987 125,500,917 1,060,346 88,345,024 34,189,904 896,147 124,491,421 113,487,485 4,052,602 (1,557,594) (2,214,941) (796,564) (7,753,259) (8,367,262) (50,932) 2,879,156 24,812,730 124,491,421 93,579,450 2,456,268 (3,403,156) 31,858,859 124,491,421
As at 31 December 2010 the Directors identified impairment charges on loans and receivables, in accordance with IAS 39, due to an underlying investment filing for chapter 11 bankruptcy. This resulted in the investments being written down by a further US$2,193,953 during the period (period ended 31 December 2009: US$2,879,156 write back). This impairment charge is reflected in the Consolidated Statement of Comprehensive Income. Due to several restructurings during the period ended 31 December 2009, a number of previously unrealised impairment charges were realised. This resulted in a transfer between unrealised and realised impairments during that period, with a net credit to the movement in unrealised impairment charge of U$2,879,156. Both realised and unrealised impairment charges are reflected in the Consolidated Statement of Comprehensive Income for the period ended 31 December 2009.
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7.
8.
Other Receivables:
31 December 2010 US$ Loan interest & fee receivables* Prepayments US Tax receivable 1,851,876 32,128 17,895 1,901,899 30 June 2010 US$ 1,600,591 19,364 1,619,955
* These are shown less a bad debt provision the bad debt provision is a 0%-100% provision against fee receivables of US$3,427 (30 June 2010: US$nil) (included in loan interest & receivables). The Directors consider that the carrying amount of other receivables approximates fair value.
9.
Other Payables:
31 December 2010 US$ Management fee payable Performance fee Administration fee Audit fee Loan interest payable US Tax payable Other payables 181,919 5,581,184 19,077 46,097 29,459 70,263 5,927,999 The Directors consider that the carrying amount of other payables approximates fair value. 30 June 2010 US$ 185,603 5,581,184 15,668 104,615 21,615 8,966 75,729 5,993,380
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A further condition to the amendment and restatement of the facility agreement (utilisation date 1 December 2010), the Companys subsidiary, PSD SPV 2, Inc. (SPV2), would accede to the facility agreement as a guarantor and grant security over its assets in favour of the Bank. In turn, the Company was required to grant security over its shares in SPV2 in favour of the Bank. As at 31 December 2010 the Companys outstanding loan balance was US$6,500,000 (30 June 2010: US$7,484,003) and the overdraft balance was US$1 (30 June 2010: US$1,136,519). The above credit facility is secured against the Companys investment portfolio.
1 July 2010 to 31 December 2010 No. Brought forward & carried forward 59,564,681 US$ Share premium Brought forward & carried forward 47,512,742 US$ Distributable reserve Brought forward & carried forward 42,793,973
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12. Reserves:
1 July 2010 to 1 July 2009 to 31 December 2010 31 December 2009 US$ US$ Brought forward Total comprehensive (deficit)/income for the period Carried forward 22,401,409 (5,807,001) 16,594,408 10,269,631 11,585,138 21,854,769
Reserves represent retained net realised and unrealised gains and losses of the Group. The reserve is used to facilitate payments of future dividends.
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4,402,416 85,121,610 2,180,722 574,396 92,279,144 1,958,375 23,183,468 6,237 1,901,899 119,329,123
4.12 79.62 2.04 0.54 86.32 1.83 21.69 0.01 1.78 111.63
5,122,205 87,513,318 1,852,177 982,200 95,469,900 194,315 30,031,017 6,839 1,619,955 127,322,026
4.54 77.65 1.64 0.87 84.70 0.17 26.65 0.01 1.44 112.97
*The Directors deem that the carrying value of loans and receivables at amortised cost, written down where appropriate for known impairments, is not considered to be materially different from fair value.
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(237,685) 57,228 2,220,264 (407,804) 1,632,003 1,632,003 Movement in net unrealised (losses)/gains and unrealised foreign exchange gains on translation US$
(2,193,953) (2,193,953)
(1,549,159) (1,549,159)
Year ended 30 June 2010 Financial assets at fair value through profit or loss: Listed equity securities Unlisted equity securities Warrants Penny warrants
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(d)
Derivatives: The following tables detail the Groups aggregate investments in derivative contracts, by maturity, outstanding as at 31 December 2010. Penny Warrants Maturity 31 December 2010 Fair Value US$ 5,438 1,625 98,141 469,192 574,396 30 June 2010 Fair Value US$ 11,598 4,876 154,229 811,497 982,200
A penny warrant is a derivative financial instrument with similar economic characteristics to the underlying equity instrument which gives the right, but not the obligation to buy a specific amount of a given stock, at a specified price (strike price) during a specified period (American option) or on a specific date (European option). The fair value of the penny warrants are included in options classified as financial assets at fair value through profit or loss disclosed in note (b) above. All the penny warrants the Group owns have an exercise price of US$0.01 or less (quasi equities) and are valued at a 7% discount to net intrinsic value (see note 2(d) (iii)).
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< 1 year 1-3 years 3-5 years 5-10 years 10-15 years Total
A warrant is a derivative financial instrument which gives the right, but not the obligation to buy a specific amount of a given stock, at a specified price (strike price) during a specified period (American option) or on a specific date (European option). The fair value of warrants are included in warrants classified as financial assets at fair value through profit or loss disclosed in note (b) above. The warrants are valued at a 30% discount to Black Scholes value (see note 2(d) (iii)). Forward foreign currency swaps As at 31 December 2010 and 30 June 2010, the Group had no outstanding forward foreign currency swaps. In accordance with the Groups scheme particulars the Group may invest in forward foreign exchange contracts for the purpose of efficient portfolio management.
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33
The Group has entered into certain agreements with affiliates of the Investment Manager in which the Group and the affiliates have investments in the same loan instruments. The Group has agreed to alter the allocation of cash principal and interest repayments in the event of a restructuring or liquidation of the entity in which the Group and affiliate(s) are invested. The agreements provide for the Group to receive upfront consideration from the affiliate(s) in exchange for reallocating the cash liquidation proceeds received by the Investment Manager in respect of the loan securities first to the affiliate(s) and secondly to the Group. This reallocation applies only to regular principal and interest, and not to any contingent amounts including default interest and fees. The Group has mitigated the credit risk of these certain agreements by only entering into agreements related to loan instruments in which the collateral and/or operating strength of the invested companies was sufficiently in excess of the loan amounts outstanding such that doing so did not materially alter the credit risk of the loan instruments held by the Group. This determination of whether the loan instruments were sufficiently collateralised was made by Clayton IPS Corporation at the time of the agreements, and Clayton IPS Corporation continues to evaluate the loan instruments in the context of these agreements. As at 31 December 2010, of the total loans held by the Group of US$23,183,468 (30 June 2010: US$30,031,017), US$10,859,960 (30 June 2010: US$10,902,976) were subordinated.
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35
Assets Financial assets at fair value through profit or loss: Listed equity securities Unlisted equity securities Warrants 991,475 Penny warrants Cash and cash equivalents 1,958,375 2,949,850 Loans and receivables: Loans 8,078,359 Unsettled investment sales 6,237 Other receivables 1,901,899 12,936,345 Liabilities Financial assets at fair value through profit or loss: Cash and cash equivalents (Bank overdraft) Loans and receivables: Loans Other payables
5,424,357 5,791,920
331,290 946,228
188,167
592,975
9,349,462
23,183,468
(1)
(1)
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6,677,336 7,530,076
329,096 691,477
306,893
10,884,368
30,031,017
Liabilities Financial assets at fair value through profit or loss: Cash and cash equivalents (Bank overdraft) (1,136,519) Loans and receivables: Loans Other payables
(1,136,519)
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Total US$
5.26 5.26 -
3.50 3.85 -
The analysis below has been determined based on the Groups exposure to interest rates for interest bearing assets and liabilities (included in the interest rate exposure table above) at the reporting date. The Groups interest bearing assets are comprised of fixed rate equity preference share instruments, fixed and floating rate loan instruments and floating rate cash and cash equivalents. The floating rate assets are generally indexed on US Prime. As of 31 December 2010, 63% (30 June 2010: 70%) of the floating rate loans have an interest rate floor, with an average floor of 7.46% (30 June 2010: 8.00%). In contrast, the interest rate of these loans in absence of the floor provisions would have been 2.25% (30 June 2010: 2.67%) lower. Therefore, the majority of the interest income generated by the Group is not sensitive to normal changes in interest rates. An immediate 200 basis point drop in US Prime would cause the yield on the interest bearing assets to fall by zero basis points or US$392 (30 June 2010: 0.1 basis points or US$622). Conversely, an immediate 200 basis point increase in US Prime would cause the yield on the interest bearing assets to increase by 3.7 basis points or US$39,168 (30 June 2010: 0.3 basis points or US$3,886).
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39
The Group has no significant currency risk. The Group has the ability to implement a policy of currency hedging. The sensitivity analysis below has been determined based on the sensitivity of the Groups outstanding foreign currency denominated financial assets and liabilities to a 10% increase/decrease in the US Dollar to Sterling, Euro and Canadian Dollar, translated at the year end date. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents managements assessment of the possible change in foreign exchange rates. As at 31 December 2010 if US Dollar had weakened by 10% against Sterling, Euro and Canadian Dollar, with all other variables held constant, the increase in net assets attributable to Ordinary Shareholders would have been US$25,411 or 0.02% (30 June 2010: US$4,746 or 0.00%) higher. Conversely, if US Dollar had strengthened by 10% against the Sterling, Euro and Canadian Dollar with all other variables held constant, the increase in net assets attributable to equity shareholders would have been US$25,411 or 0.02% (30 June 2010: US$4,476 or 0.00%) lower. As at 31 December 2010, the Groups sensitivity to foreign currency risk is low due to the majority of the net assets of the Company are denominated in US Dollars.
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Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, the measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability. The determination of what constitutes observable requires significant judgement by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The following table analyses within the fair value hierarchy the Companys financial assets (by class) measured at fair value at 31 December 2010: Fair Value as at 31 December 2010 Level 1 Level 2 Level 3 Total US$ US$ US$ US$ Financial assets at fair value through profit or loss: Equity securities Warrants Penny warrants
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Investments whose values are based on quoted market prices in active markets, and therefore classified within level 1, include active listed equities. No adjustments are made to the quoted price for these instruments. None of the Companys investments are categorised as level 1 financial assets. Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. As level 2 investments may include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information. Investments classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include unquoted equity instruments which the Company values in accordance with the International Private Equity and Venture Capital valuation guidelines or any other valuation model and techniques which can provide a reasonable estimate of fair value of the investment involved. The Company considers liquidity, credit and other market risk factors. The table below provides a reconciliation from brought forward to carried forward balances of financial instruments categorised under level 3: 1 July 2010 to 31 December 2010 Equity securities Penny warrants Total US$ US$ US$ 87,521,003 (2,456,621) 57,228 85,121,610 166,978 166,978 87,687,981 (2,456,621) 57,228 85,288,588
Fair value brought forward Sales Movement in net unrealised gains on fair value through profit or loss investments Fair value carried forward
42
Fair value brought forward Purchases Sales Loans converted to equity Net realised loss on fair value through profit or loss investments Movement in net unrealised gains/(losses) on fair value through profit or loss investments Fair value carried forward
16. Dividends:
At inception, it was the Groups intention to pay an annual dividend (paid gross quarterly) of not less than 5 pence per Ordinary Share (or its equivalent in US Dollars) in its first year growing by 0.5 pence per Ordinary Share (or its equivalent in US Dollars) per annum in its second and third years. Although this was achieved in respect of the first accounting period of the Group, a breach of the Group's banking facilities led to the suspension of dividends during the current period and prior year. It is the Boards intention to resume dividends at a sustainable level as soon as practicable. All dividends in prior periods were paid from the Groups reserves.
43
44
45
46
*Note: PSD Carrying Value does not include accrued dividends which accrue at 9% per annum on the PetroTech Preferred Stock. As of 31 December 2010, accrued dividends totaled US$1,607,599 (30 June 2010: US$1,276,468). Following statements made by PetroAlgae related to its stated intention to move to a broader stock exchange, the PSD Board believes it appropriate to hold the valuation of PetroAlgae shares in PSD constant from the 31 January 2010 NAV at US$11.56, until further material valuation information is made available on this process. Technology and Commercial Progress On 5 November 2010 the Aquaculture Research Institute at the University of Idaho announced that it had found that PetroAlgae protein concentrate (PPC) produced as a co-product along with the renewable fuel feedstock by the companys micro-crop technology system can replace menhaden fishmeal protein at levels up to 100% in feeds for tilapia. The study also found that PPC would be suitable as a fishmeal replacement for other farmed fish species. Prospects The Directors continue to monitor PetroAlgae with a view to its commercial progress and the liquidity in the stock. In particular, the Directors will look to any significant capital markets transactions that PetroAlgae may undertake in the future as an important indicator of value. Longer term, the Group continues to examine, together with its Investment Manager and Investment Consultant, the best options for realising its significant holding in PetroAlgae Inc. PSource Capital Guernsey Limited, the Manager of the Company, is acting as an advisor to PetroAlgae Inc in its proposed IPO.
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The ten largest holdings of the Group, by underlying investment company as at 31 December 2010 are set out below: Book Cost US$ 7,198,509 8,781,715 5,322,845 9,663,717 3,186,755 1,068,613 2,972,441 845,031 1,496,058 3,162,344 36,079,292 79,777,320 Fair Value US$ 81,479,986 7,711,351 5,392,942 3,803,980 3,186,755 2,075,523 1,836,348 1,635,961 1,496,058 1,490,489 5,353,219 115,462,612 Percentage of NAV % 76.22 7.21 5.04 3.56 2.98 1.94 1.72 1.53 1.40 1.39 5.02 108.01
Name of investment Petrotech Holdings Corp Biovest International Sentinel Technologies Inc Creative Vistas Mascon Global Consulting Inc North Texas Steel JTM Acquisition Corp TNE Oleary Assets LLC GPSI Holdings LLC New Cetury Energy Corp 26 other underlying investment companies
In compliance with current UK Listing Authority requirements, the Company intends to disclose only its ten largest investments.
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An analysis of the portfolio by industry at 31 December 2010 is set out below: Fair Value Through Profit & Loss Investments US$ 4,185,934 2,350 458 2,504,274 180,795 81,479,986 5,053 1,165,143 33 89,524,026
Industry Biotech Business Services Computers Consulting Energy Environmental Financial Services Industrial IT Renewable Energy Retail Security Software Technology Telecom Transport
Total US$ 9,767,482 141,058 962,999 3,186,755 3,267,256 244,405 7,724 2,081,574 939,499 81,479,987 14,417 3,803,980 10,196 7,395,670 312,697 1,846,913 115,462,612
Loans & Receivables US$ 4,586,857 837,500 3,186,755 655,538 244,367 2,064,000 3,700,768 6,071,335 1,836,348 23,183,468
Investments Held for Trading US$ 994,691 138,708 125,041 107,444 38 7,724 17,574 758,704 1 14,417 98,159 10,196 159,192 312,664 10,565 2,755,118
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An analysis of the portfolio by geography at 31 December 2010 is set out below: Fair Value Through Profit & Loss Investments US$ 1,165,143 6 5,054 454 85,849,058 33 4 2,504,274 89,524,026
US State or Country Arizona California Canada Colorado Delaware Florida Illinois Indiana India Ireland Israel Massachusetts North Carolina New England New Hampshire New Jersey New York Ohio Other Texas Washington
Total US$ 1,506,624 1,358,334 4,082,765 837,954 215,784 90,435,916 5,399,053 862 3,186,755 96,880 39,223 16,124 598,946 27,387 89,080 125,041 258,817 7,518 608 5,342,397 1,836,544 115,462,612
Loans & Receivables US$ 331,290 417,200 3,700,768 837,500 4,586,857 5,322,845 3,186,755 244,367 2,719,538 1,836,348 23,183,468
Investments Held for Trading US$ 10,191 941,128 376,943 215,784 1 76,208 862 96,880 39,223 16,124 598,946 27,387 89,080 125,041 14,417 7,518 604 118,585 196 2,755,118
220728
LISTED
PREMIUM