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GLI Alternative Fin.

Publication of Prospectus
RNS Number : 7738X
GLI Alternative Finance PLC
01 September 2015



This announcement is not an offer of securities for sale or subscription in the United States of America, Canada, Japan, South Africa or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus published by GLI Alternative Finance plc in connection with the proposed admission of its ordinary shares to trading on the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities.


1 September 2015


GLI Alternative Finance PLC


Initial Public Offering - Publication of Prospectus




GLI Alternative Finance plc ("GLI" or the "Company") is pleased to announce the publication of a prospectus (the "Prospectus") in connection with the proposed admission of the Company's ordinary shares of £0.01 (the "Ordinary Shares") to trading on the Specialist Fund Market of the London Stock Exchange plc, which is expected to take place on 23 September 2015 ("Admission"). 





·      The investment objective of the Fund is to provide shareholders with attractive risk adjusted returns through an investment, principally via a portfolio of alternative lending platforms, in a range of SME loan assets diversified by way of asset class, geography and duration.


·      The loans invested in will be originated principally through the 19 alternative lending platforms in which GLI Finance Limited holds strategic equity investments.  This gives GLI direct insight into each business, its underwriting process, risk management and the results thereof.


·      Investment diversification to be delivered through:

Geography - investments made in a broad range of jurisdictions (although weighted towards the UK) in order to build a global portfolio of loans;

Asset class - wide range of SME finance assets available;

Duration - from less than 6 months to greater than 3 years; and

Security - from loans secured over a range of assets or via credit insurance to unsecured loans in the case of low risk, short term, low ticket size lending.


·      The Company intends to target a net dividend yield of 8% per annum*.


·      Low management fee: 0.75% p.a. up to £100 million; 0.5% p.a. over £100 million, charged on the lower of NAV or market capitalisation.


·      No performance fee will be paid to the Company's investment manager, GLI Asset Management Limited (the "Manager"). 


·      A seed portfolio of existing GLI Finance Limited loan assets representing over 80% of the minimum target size of the Company will be available for immediate investment. 


*This is a target dividend only which is based on various assumptions which may or may not materialise. There can be no guarantee that the dividend target will be met.



The Company is seeking to issue a minimum of 45 million Ordinary Shares at £1.00 per Ordinary Share (i) through the issue of Ordinary Shares in connection with the acquisition of a £39.94 million portfolio of loan assets from GLI Finance Limited conditional upon Admission; (ii) through a placing of Ordinary Shares by Nplus1 Singer Advisory LLP (the "Placing"); and (iii) an intermediaries offer (the "Intermediaries Offer") under which retail investors can apply for Ordinary Shares through stockbrokers and share dealing providers who are participating as intermediaries (together, the "Issue"). The Company is pleased to confirm the commencement of the Intermediaries Offer period with effect from 1 September 2015. The Intermediaries Offer closes at 5.00 p.m. on 17 September 2015. It is expected that Admission will become effective and dealings will commence at 8.00 a.m. on 23 September 2015.


A list of firms currently appointed to act as intermediaries in the Intermediaries Offer is included in the Prospectus, which is available to download from the Company's website at Copies of the Prospectus are also available free of charge during normal business hours from the offices of Stephenson Harwood LLP at 1 Finsbury Circus, London EC2M 7SH.


The Company is a newly established closed-ended investment company incorporated in England and Wales on 13 July 2015. It has been established with the objective to provide investors with attractive risk adjusted returns through investment in a range of SME loan assets, principally sourced through lending platforms ("Platforms") in which the Manager, has a strategic relationship (the "Investee Platforms"), diversified by way of asset class, geography and duration. The Company may invest directly or indirectly into available opportunities, including by making investments in, or acquiring interests held by, third party Platforms and other lending related opportunities as identified by the Manager in accordance with the Company's investment policy.


Geoff Miller, CEO of the Manager, commented:


"The provision of finance to SMEs globally continues to be problematic, with banks only willing or able to provide finance in large loan sizes on very straightforward credit terms or to smaller companies with impeccable credit, presenting the alternative finance market with multiple opportunities.


We believe that the Company will offer investors an alternative way to invest in SME finance assets. Firstly, the loans invested in will be originated principally through the 19 lending platforms in which GLI Finance Limited is the principal external equity investor, and therefore this is expected to offer the Company continual access to multiple loan opportunities. Secondly, the loan assets to be acquired will be diversified by duration, security type and geography through the platforms with which GLI Finance Limited is strategically partnered."



Indicative Timetable



Commencement of Intermediaries Offer

1 September

Close of Intermediaries Offer

17 September

Latest time and date for receipt of completed application forms from the Intermediaries in respect of the Intermediaries Offer

 5.00 p.m. on 17 September

Latest time and date for receipt of commitments under the Placing

1.00 p.m. on 16 September

Publication of results of the Placing and the Intermediaries Offer

21 September

Completion of the acquisition and confirmation of size of the initial portfolio

23 September

Admission and dealings in the Ordinary Shares commence

23 September

CREST accounts credited with the Ordinary Shares

23 September

Share certificates issued in respect of the Ordinary Shares in the week commencing

28 September


Any changes to the timetable as set out above will be notified by the Company through a Regulatory Information Service. All references to times in this announcement refer to London times.



For further information, please contact:


GLI Alternative Finance plc

Norman Crighton

c/o N+1 Singer or Camarco

GLI Asset Management Limited

Geoff Miller / Andy Whelan

+44 (0)1481 708 280

N+1 Singer Advisory LLP

James Maxwell / Lauren Kettle / Richard Salmond

+44 (0)20 7496 3000


Ed Gascoigne-Pees / Hazel Stevenson

+44 (0)20 3757 4984



Further information on the Company


Further information regarding the Company, extracted without material amendment from the Prospectus, is set out below:



Market Opportunity


The alternative finance ("AltFi") market brings together providers of capital with borrowers, outside of the traditional banking system. The AltFi market is growing rapidly in the UK, driven primarily by the impact of the financial crisis on the banking system and the resultant drop in the availability of capital from these traditional routes, particularly for SMEs.


As the banks became more risk averse and lending restrictions tightened, it became more difficult for SMEs to qualify for traditional loans. In 2013, the National Association of Commercial Finance Brokers reported that non-bank lending to small businesses had hit a five-year high as more enterprises turned to alternative sources of credit. Although economic conditions have improved, it is predicted that bank credit may not return to pre-crisis levels, nor to a level to support sustainable economic growth, particularly in the SME space.


The AltFi umbrella covers a range of different financing models. The increasing variety and diversification of AltFi sources has multiple benefits for the market itself, giving businesses greater choice, promoting competition and potentially reducing cost, while creating a more resilient financial system.


Investment policy


The Company intends to achieve its investment objective by investing in a range of loans originated principally through the Investee Platforms in which GLI Finance Limited ("GLIF") holds strategic equity investments. The Company may also make investments through other third party alternative lending Platforms that present suitable investment opportunities as identified by the Manager in accordance with the Company's investment policy.


The Company will seek to ensure that diversification of its portfolio is maintained, with the aim of spreading investment risk.


Geography - The Company will seek investments in SME loan assets in a broad range of jurisdictions (although weighted towards the UK) in order to build a global portfolio of loan assets.


Asset classes - The Company will invest in a wide range of SME loan assets including short-term lending such as invoice and supply chain financing; mid-term lending such as trade or short term bridge finance; and long-term lending such as the provision of fixed term loans with standard covenants and subject to monthly interest payments.


Duration - The Company will hold a portfolio of loans with broad terms of duration to maturity. However, the Company's loan portfolio will be weighted towards short-term financing to ensure an adequate degree of liquidity. This is intended to provide the Company with both a liquid pool of assets ready for realisation, as well as a reliable stream of longer-term income.


Security - The Company will seek to invest in loan assets with a range of different types of security. Funds invested by the Company will be secured, as and when required, over a range of assets including property, intellectual property or other specific assets, personal guarantees or via credit insurance. Loans will be unsecured only in the case of short-term, low ticket size lending, where the perceived level of risk in respect of the particular asset is low.


The Company will be indifferent to sector when allocating funds via the Investee Platforms, alternative third party lending Platforms and in respect of any direct loan investments. It will instead adhere to the investment restrictions which apply to the Company's loan portfolio as a whole, details of which are set out in the Prospectus.


The Initial Portfolio


The Company has identified certain existing loans provided and funded by GLIF via the portfolio of Investee Platforms, which are proposed to be acquired by the Company, by way of an acquisition of a wholly-owned subsidiary of GLIF, conditional upon Admission, into which the loans have been novated (the "Initial Portfolio"). The Initial Portfolio will comprise a pool of loans valued at approximately £39.94 million and will represent no more than 90 per cent. of the gross proceeds of the Issue upon Admission. The Initial Portfolio comprises 56 separate loans, predominantly provided to UK loan candidates, ranging in value between £35,000 and £9.53 million.




The Directors, all of whom are non-executive and are independent of the Manager, are responsible for the determination of the Company's investment policy and strategy and have overall responsibility for the Company's activities including the review of investment activity and performance and the control and supervision of the Company's service providers.


Norman Crighton (aged 49) (Chairman)


Norman is the Chairman of Weiss Korea Opportunity Fund and a non-executive director of Private Equity Investor plc and Global Fixed Income Realisation Limited. Norman was, until May 2011, an investment manager at Metage Capital Limited where he was responsible for the management of a portfolio of closed-ended funds and has more than 22 years' experience in closed-ended funds having worked at Olliff and Partners, LCF Edmond de Rothschild, Merrill Lynch, Jefferies International Limited and latterly Metage Capital Limited. His experience covers analysis and research as well as sales and corporate finance.


Richard Hills (aged 60)


Richard has substantial investment experience, having held senior positions at major fund management houses and a number of non-executive directorships at investment companies, both public and private, covering all the major asset classes with significant experience within the natural resources sector including shale gas, forestry and potash. Richard has also built and successfully sold his own investment management company and has been involved in a number of start-up situations including FairFX, the innovative prepaid currency card provider. He chairs the Aztec Group Ltd, which is one of the largest Channel Islands private equity fund administrators. He is currently Chairman of Strategic Equity Capital plc and Henderson Global Trust plc and a director of JP Morgan Income & Capital Trust plc.


David Stevenson (aged 49)


David is a financial journalist and commentator for a number of leading publications including The Financial Times (the Adventurous Investor), Investment Week (The Contrarian), Money Week and the Investors Chronicle. He is also executive director of the world's leading alternative finance news and events services, which focusses on covering major trends in marketplace lending, crowd funding and working capital provision for small to medium sized enterprises. David is also the author of a number of books on investment including the bestselling book on ETFs and their use within portfolios in Europe for the Financial Times. Before founding, David was a director at successful corporate communications business The Rocket Science Group and before that a senior producer in business and science in BBC TV.


Nick Brind (aged 43)


Nick is a Partner of Polar Capital LLP and has over 21 years' investment experience focussing, more recently, on the equity and debt securities of financial services companies globally but also across many other asset classes. Previously he worked for HIM Capital, which was acquired by Polar Capital in 2010, New Star Asset Management, Exeter Asset Management and Capel-Cure Myers. He has invested extensively in the investment trust sector over that period having previously managed funds that invested significantly in the sector. Nick has a Masters in Finance from London Business School.




The Company has appointed GLI Asset Management Limited as the Manager of the Company, which has responsibility for the discretionary management of the Company's assets in accordance with the Company's investment policy. The Manager is registered in Guernsey and is a wholly-owned subsidiary of GLIF, which has been providing SME finance since its admission to trading on AIM in 2005. Since early 2011, GLIF has been transformed through a series of transactions to establish itself as a leading provider of SME finance globally through its strategic partnerships.


Through its interests in the 19 Investee Platforms, GLIF is now a provider of finance to SMEs across three continents, with interests in nine Investee Platforms in the UK, one in Jersey, three in Continental Europe, five in the US and one in Africa.


GLIF established the Manager in May 2015 as a wholly-owned, dedicated management entity whose primary focus is on managing portfolios of funds raised to support the provision of finance for the global small and medium sized enterprise sector.


Biographies of the key personnel involved in the provision of the Manager's services to the Company are as follows:


Geoffrey Miller


Geoff spent twenty years in the UK financial services industry, as an analyst and as a fund manager, focussed within the non-bank financials sector. He moved offshore in 2007, working in Moscow and Singapore before moving to Guernsey. Geoff took the reins at GLIF in 2009, initially as Chairman and is now Chief Executive Officer. Reflecting the strategic involvement of GLIF within the development of each of its origination platforms and their position in every case as the principal capital provider, Geoff sits on the boards of each of the platform companies and in the case of GLIF BMS Holdings Limited, most of its subsidiary entities.


In addition to GLIF-related appointments, Geoff also serves as Chairman of Globalworth Real Estate Investments Ltd, a Guernsey-registered real estate business investing in Romania, and its subsidiary management company, and of a Luxembourg-based asset manager, International Finance Development Company S.A., Holding. Geoff is the chairman and executive director of the Manager.


Andrew Whelan


Andrew has over 25 years of investment experience and is a Chartered Fellow of the Chartered Institute for Securities and Investment. Andrew joined the executive team of GLI Finance Limited as Director of Lending when 100 per cent. of Sancus was acquired by GLI Finance Limited in December 2014. Prior to founding Sancus in 2013, Andrew was a founding partner of Ermitage Group following its management buyout in 2006 from Liberty Life, backed by Caledonia Investments. He left Ermitage following its successful sale to Nexar Capital Group in July 2011 and after a period of gardening leave joined International Asset Monitor as Managing Director to establish a new Jersey branch. Andrew joined Livery Ermitage in 2001 and was a Group Executive Director and Managing Director of Ermitage Global Wealth Management Jersey Limited.


He was also CIO of Ermitage's Wealth Management business and products and, during his 10 year tenure, won multiple investment awards. Prior to Liberty Ermitage, Andrew worked for Kleinwort Benson part of the Dresdner Private Banking Group and started his career with Morgan Grenfell in 1987. He has been recognised in the Citywealth Leaders List in 2007, 2008, 2009, 2010 and 2011 and is also a member of the Retained Global Speaker programme for the CFA (Chartered Financial Analyst) Society.


Marc Krombach


Marc spent 28 years in the Guernsey Banking sector mostly within treasury and foreign exchange. He was Head of Treasury at Investec from 2009 to September 2014 where he was also a member of the bank's leadership team, he joined the bank in 2005 working in their liquidity raising team, servicing the Channel Island fiduciary sector with treasury and lending services. From 2000 to 2005 he was Head of Treasury Hamburgische Landesbank and from 1995 to 2000 was based at Kleinwort Benson in charge of running their foreign exchange desk. Prior to this Marc spent five years at Chase Bank as a Corporate Treasury Dealer as well as administrative roles at Hanson Bank. Marc passed the Institute of Directors Certificate in Company Direction in 2014 and holds The Dealers Association's ACI Diploma. Marc is a resident in Guernsey.


Emma Stubbs


Emma was Head of Business Analysis and Projects at Sportingbet, an online gaming company from January 2007 to October 2013 where she was responsible for formulating strategy across Europe and Emerging Markets. She had a key role in providing business performance and analysis advice with regard to JVs, B2B, M&A and entering regulated markets. From November 2004 to January 2007 Emma worked as an Account Manager at Marsh Management Services (Guernsey) Limited, a Captive Insurance Company. Emma qualified as a Chartered Certified Accountant with Deloitte in Guernsey in July 2004 where she had been working in the Audit and Advisory department. She graduated from the University of the West of England with a BA Hons degree in Accounting and Finance. Emma is resident in Guernsey.


Louise Beaumont


Louise has over twenty years' experience in growing companies - from initial spark, to operationalisation, results delivered and value created. Having previously worked for organisations such as Siemens, Hewlett Packard, Microsoft, and Capgemini, Louise has focussed on the UK's fast growing alternative finance sector since 2010, including co-founding one of GLIF's investees. Louise has advised key UK government departments and units on FinTech and AltFin including: HM Treasury, British Business Bank, Government Office for Science, Cabinet Office, UK Trade & Industry, Department for Business Innovation & Skills and Number 10 Downing Street's Policy Unit.



The content of this announcement has been approved by Nplus1 Singer Advisory LLP ("Nplus1 Singer") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement is an advertisement and does not constitute a prospectus. Investors must only subscribe for or purchase any shares referred to in this announcement on the basis of information contained in the Prospectus to be published GLI Alternative Finance plc in due course and not in reliance on this announcement. When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company. This announcement does not constitute and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Fund.

Nplus1 Singer, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Nplus1 Singer or advice to any other person in relation to the matters contained herein.

The shares of the Company will be offered only outside of the United States, pursuant to the provisions of Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act"). These shares will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom). Further, the Company will not be registered under the US Investment Company Act of 1940, as amended. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom) or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom). The Placing, and the distribution of this announcement in other jurisdictions, may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Manager and Nplus1 Singer expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

None of the Company, the Manager or Nplus1 Singer, or any of their respective affiliates, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Manager and Nplus1 Singer, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

This information is provided by RNS
The company news service from the London Stock Exchange
Data provided by FE fundinfo. Care has been taken to ensure that the information is correct, but FE fundinfo neither warrants, represents nor guarantees the contents of information, nor does it accept any responsibility for errors, inaccuracies, omissions or any inconsistencies herein. Past performance does not predict future performance, it should not be the main or sole reason for making an investment decision. The value of investments and any income from them can fall as well as rise.

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