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SCI 2020 Annual Report

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SCI 2020 Annual Report Annual 2020 Report 2020 ANNUAL REPORT Sygnus Credit Investments Limited Table of Contents 2 4 6 8 Vision & Snapshot Notice of Directors’ Mission Annual General Report Meeting 9 12 14 17 Company Corporate Board of Chairman’s Profile Structure Directors Report 20 28 30 35 Management Risk Corporate Corporate Data Discussion Management Governance and Analysis 38 40 42 Shareholders Corporate Financials Information Social Responsibility 1 Sygnus Credit Investments Limited 2020 ANNUAL REPORT Vision To be the leader in the Caribbean private credit market. Mission To provide innovative, non-traditional financing solutions to medium-sized firms. 2 2020 ANNUAL REPORT Sygnus Credit Investments Limited The 3i’s Principle In taking a leadership role in Ensures your interests the development of the regional private credit market, SCI is come first. driven by three core principles: INNOvatiON INDEPENDENCE INTEGritY We constantly We remain free We are honest, develop new of influences that reliable and ideas to provide are not aligned ethical in all medium‑sized with putting interactions firms with the interests with Portfolio financing of Portfolio Companies, solutions that Companies and stakeholders exceed their stakeholders first. and the wider expectations. community. 3 Sygnus Credit Investments Limited 2020 ANNUAL REPORT Snapshot Caribbean Leader in Private Credit the Bahamas Cayman Islands Jamaica Diversifiedacross Portfolio Industries Territories 25 Companies 10 and 7 US$1.87m Record dividends paid US$53.6m and declared on fiscal Record Private Credit year results up 26.5% Portfolio up 57.8% 4 2020 ANNUAL REPORT Sygnus Credit Investments Limited US$4.5m Record Total Investment Income up 39.8% US$3.0m Record Net Investment Income up 37.1% SSS Islands (Saba, Saint Eustatius and Saint Maarten) St Lucia Barbados ABC Islands (Aruba, Bonaire & Curacao) US$2.0m Proactive Risk Net Profits marginally down 3.8% Management 5 Sygnus Credit Investments Limited 2020 ANNUAL REPORT Notice of Annual General Meeting NOTICE is hereby given that the Annual General Meeting of SYGNUS CREDIT INVESTMENTS LIMITED (“SCI”) will be held on 15th day of December, 2020, at 11:00 a.m. at Bella Rosa Road, Gros Islet, Saint Lucia, in a hybrid format which includes a physical meeting and video conferencing, to consider and, if thought fit, pass the following resolutions: 1. Audited Company Accounts Resolution No. 1 “THAT the Audited Company Accounts for the year ended June 30, 2020, and the Reports of the Directors and Auditors, circulated with the notice convening the meeting be and are hereby adopted.” 2. To Ratify Interim Dividends and Declare as Final Resolution No. 2 “THAT the interim dividends per stock unit of US$0.00249 paid in October 2019, the US$0.00290 paid in April 2020, and the US$0.00249 paid in October 2020, be treated on the recommendation of the directors as the final dividend for the financial year ended June 30, 2020.” 3. Election of Directors Resolution No. 3 (i) In accordance with Articles 149 and 150 of the Company’s Amended and Restated Articles of Association, the directors retiring from office by rotation are Messrs. Damian Keith Chin and Peter St. George Thompson, and being eligible, offer themselves for re‑election: a) “That Mr. Damian Keith Chin, who retires by rotation in accordance with Articles 149 and 150 of the Company’s Amended and Restated Articles of Association, and, who being eligible, offers himself for re‑election as a director of the Company, be re‑elected a director of the Company.” b) “That Mr. Peter St. George Thompson, who retires by rotation in accordance with Articles 149 and 150 of the Company’s Articles of Association, and, who being eligible, offers himself for re‑election as a director of the Company, be re‑elected a director of the Company.” (ii) In accordance with Article 155 of the Company’s Amended and Restated Articles of Association, Mr. Linval McDougal Freeman, having been appointed as director since the last Annual General Meeting, shall retire, and being eligible, offers himself for election: c) “That Mr. Linval McDougal Freeman, retiring pursuant to Article 155 of the Company’s Articles of Association, and, who being eligible, offers himself for re‑election as a director of the Company, be re‑elected a director of the Company.” 4. To Approve Directors’ Remuneration Resolution No. 4 “That the amount shown in the Accounts of the Company for the financial year ended June 30, 2020, as remuneration of the directors for their services as directors, be and is hereby approved.” 6 2020 ANNUAL REPORT Sygnus Credit Investments Limited 5. To Appoint Auditors and Authorise the Directors to fix their Remuneration Resolution No. 5 “THAT KPMG, Chartered Accountants, having agreed to continue in office as auditors, be and are hereby appointed auditors of the Company to hold office until the next Annual General Meeting at a remuneration to be agreed by the directors of the Company.” 6. Special Business: Service of Notices and other Notice Documents by Electronic Means Resolution No. 5 “That pursuant to Article 204 of the Amended and Restated Articles of Association of the Company, the shareholders agree to accept notices or any notice documents, required to be sent by the Company in electronic format.” By Order of the Board Dated the 21st day of October, 2020. _________________________________ Secretary Note to Members 1. A member may be represented at a meeting by a proxy who may speak and vote on behalf of the member. A proxy need not be a member of the Company. 2. If you are unable to attend the meeting in person, a Form of Proxy is enclosed for your convenience. The Form of Proxy should be delivered to the Registered Office of the Company, or in respect of members resident in Jamaica, at Unit 28, 80 Lady Musgrave Road, Kingston 10, Saint Andrew, Jamaica, not less than 48 hours before the time appointed for the meeting. The Form of Proxy may also be emailed to [email protected]. 3. A corporation may execute a Form of Proxy under the hand of a duly authorised officer or attorney of the company, with the seal of the company affixed. 4. The Form of Proxy shall bear the stamp duty of J$100.00. The stamp duty may be paid by adhesive stamp(s) to be cancelled by the person executing the proxy form. 5. For members in Jamaica, a satellite location will be at the Terra Nova All-Suite Hotel, 17 Waterloo Road, Kingston 10. The meeting will commence at 10 o’clock Jamaica time. 6. Given government‑mandated social distancing guidelines, in‑person participation may be restricted. As such, members who will be attending in person are encouraged to register prior to the date of the meeting. An email with the link for registration will be sent to members. 7 Sygnus Credit Investments Limited 2020 ANNUAL REPORT Directors’ Report The Directors of Sygnus Credit Investment Limited (“SCI” or the “Company”,) are pleased to present their Annual Report with the audited financial statements for the year ended June 30, 2020. Financial Highlights FY June 2020 FY June 2019 % Change US$ US$ Total Investment Income 4,499,018 3,218,991 40% Net Investment Income 3,029,074 2,208,858 37% Net Profit Attributable to Shareholders 1,972,793 2,050,631 ‑4% Total Shareholders’ Equity 37,672,359 37,586,537 0% Details of these results are set out in the Management Discussion and Analysis and the Financial Statements sections of the report. Dividends Post the end of the financial year, the Company declared an interim dividend of US$0.00249 per share to all shareholders on record as of September 28, 2020, and payable on October 16, 2020, subject to compliance with applicable laws. The ex‑dividend date is September 25, 2020 Meeting of Board of Directors A total of nine (9) board meetings took place during the financial year ended June 30, 2020. The names of members of the board and their attendance at the board meetings are as outlined in Section 15 of the report. Risk Management and Governance Committees The board of directors of the Company is ultimately responsible for the risk management policies of SCI, and has delegated the management of credit risk to the Credit Risk and Investment Committee, a sub‑committee of the board of Sygnus Capital Management Limited, the investment manager of SCI. More information on risk and governance is set out on pages 28‑34. Auditors Our auditors, KMPG, who were appointed during the financial year, expressed a willingness to continue for the next financial year. Acknowledgement The directors would like to express their sincere appreciation to the shareholders and business partners of the Company for their continued support and partnership. Clement “Wain” Iton Chairman of the Board On behalf of the Board of Directors 8 2020 ANNUAL REPORT Sygnus Credit Investments Limited Company Profile US$61 US$36 US$5-25 milliON milliON milliON TOTAL ASSETS EQUITY CAPITAL RAISED TYPICAL PORTFOLIO COMPANY REVENUE Private Credit Pioneers Sygnus Credit Investments Ltd. (the “Company or “SCI”) is the largest publicly listed specialty private credit investment (“PCI”) company in the Caribbean, with total assets of US$61 million. SCI successfully raised US$36 million in equity capital during its first year of operation. This was achieved through a private sale of shares to institutional and high net worth investors in 2017, and an initial public offering (“IPO”) in 2018. The Company’s ordinary shares are listed on the main US dollar market and main JA dollar market of the Jamaica Stock Exchange. SCI is dedicated to providing alternative financing to middle‑market businesses (“Portfolio Companies”) across the Caribbean region.
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