Sygnus Credit Investments Limited (SCIJMD) Earnings Call Transcript & Summary
January 28, 2026
Earnings Call Speaker Segments
David Cummings
executiveGood morning. May we ask you all to take your seats, please. We are about to commence. Please take your seats. Chairman, shareholders, directors, members of the media, ladies and gentlemen, good morning. Welcome to the Annual General Meeting for Sygnus Credit Investments for the financial year for the firm ending June 2025. As a courtesy to our fellow shareholders and investors, we can ask all persons to kindly place their phones on silent. And from an admin point of view, the restrooms are out the doors here to the right and at the end of the corridor. So without further ado, let me welcome the Chairman of Sygnus Credit Investments, Mr. Linval Freeman, to call the meeting to order.
Linval Freeman
executiveThank you, David. Good morning, everyone. I usually say this is the day that lord has made. We are glad and we -- the joy is in it. All right. So my name is Linval Freeman, as was previously said, and I have the privilege of serving as the Chairman of the Board of Sygnus Credit Investments Limited. we're going to refer to Sygnus as SCI or the company as the case may be. It's my pleasure to welcome you to our eighth Annual General Meeting of the shareholders of SCI. I'm advised by the Company Secretary that in accordance with the company's Articles of Association, a quorum is present by proxy and in-person. The meeting is therefore properly constituted, and I now declare the AGM meeting open. Apologies. I've been advised by the Corporate Secretary that there are no apologies for absence. And shall I just say also that our CEO would normally be here in-person is traveling. So he will join virtually. I would like to acknowledge all the members who have joined us today, whether online or in-person. Your presence signifies your dedication to our company, and we value your interest and support. Each year, we look forward to this opportunity to meet with you and to share SCI's achievements over the past year. Similar to the approach taken last year, the directors have agreed to host a hybrid meeting to ensure Board participation -- sorry, to ensure broad participation from our shareholders, offering the flexibility to attend either in-person or virtually. The meeting is convened in St. Lucia, and we have a satellite location in Kingston, Jamaica here at the AC Hotel from which the proceedings of the AGM are being shared to you live and shareholders can attend in-person. Shareholders will be able to view the proceedings of the AGM, vote on resolution and submit their comments and questions by logging on the e-platform being used to facilitate this AGM. The instructions to access the e-platform were provided in the shareholders' advisory notice released on the Jamaica Stock Exchange website and on the various social media platforms. For our members joining us online, the registration link for accessing the AGM was circulated. Registration will remain open throughout the duration of the meeting, allowing individuals to register and be admitted at any time. The notice of meeting and the form of proxies were dispatched to all shareholders on record in accordance with the company's Articles of Association. If there is no objection, I propose that the notice of the meeting be taken as read. Before commencing today's meeting, I will give a very brief overview of the company. SCI is an international business company registered under the International Business Companies Act 1999 of St. Lucia, which is with its registered office located at 20 icoud Street, Castries, St. Lucia. SCI is a specialty private credit investment company dedicated to providing nontraditional financing to medium-sized firms across the wider Caribbean region. Nontraditional forms of credit are more customized and flexible than traditional financing. Consequently, the company offers an alternative channel through which medium-sized firms, which are typically underserved by traditional forms of financing can access capital to drive the expansion and growth. The company targets mostly portfolio companies operating across a broad range of sectors, including manufacturing, distribution, financial services, energy, real estate, transportation, infrastructure and business services. These portfolio companies typically have revenues between USD 5 million and USD 25 million. By virtue of the shares being listed on the main market of the Jamaica Stock Exchange, the company is subject to all the laws applicable to issuers of securities in Jamaica and companies listed on the Jamaica Stock Exchange. I would now like to introduce the directors of the company. Joining me today, we have Dr. Ike Johnson, to my left, Mr. Ian Williams, who is present here; and Mr. Damian Chin, who is also here. Online, we have Mr. Horace Messado; Ms. Hope Fisher; Mr. Peter Thompson; and we have Rhory McNamara, the representative from our Company Secretary, MCI (sic) [ MCSI ] Inc. sitting in the St. Lucia office. Ms. [indiscernible], a representative from our Company Secretary, is also sitting in the St. Lucia office. The directors who are joining us virtually are able to fully participate in the meeting and to answer any questions that may be posed to them. Also in attendance are members of the company's investment managers, executive and senior management team. So sitting at the podium, we have Mr. Jason Morris, the figures one, who is the Chief Investment Officer of Sygnus Capital. We also have present, Ms. Cerilin Hudson, who is the Chief Legal Officer and Compliance Officer; Mr. David Cummings, who opened the meeting, Vice President and Head of Real Estate and Project Finance; Elizabeth James, who is sitting in the front there, Head of Wealth; Monique Anthony, who is our Chief Financial Officer; Yashi Hall, I'm not seeing, Yashi, but she's somewhere around. And Yashi is the Head of Risk; Mr. Gregory Hines, I'm not seeing Gregory, but again, he's somewhere around. He's a VP, Asset-backed Investment and Projects; Mr. Andrew Foreman, who will play a lead role in helping us organize today, who's an AVP, Legal Counsel. And there are several others here as well who I have not mentioned. And as indicated, Mr. Beris Gray, our CEO; and Gregory Samuels, Senior Vice President, are both traveling and will be joining us online. I'd also like to acknowledge the presence of our auditors from KPMG, Damion Reid, partner; and Daniel [indiscernible]. Is Daniel here? She will be here at some point in time. Okay. And I think we also have representatives from our registrar and transfer agent, Jamaica Central Securities Deposit. Can you hold up your hand if you here? They are outside. Okay. And on the outside, therefore, we have from that entity, Ms. Tiffany Hall and Mr. Giovani Lynch. Members of the press, non-shareholders who may be also present, we welcome you and who may be online as well. Throughout the meeting, I will refer to Sygnus Credit Investment as the company or SCI, as I previously indicated. You have been provided with a copy of the agenda, which sets for today's proceedings. The agenda has been e-mailed to you and is in our annual report. Minutes of the meeting. The directors have confirmed that the minutes of the Annual General Meeting held on the 29th of January 2025 last year are a true and correct record of that meeting. Copies of the minutes of the meeting are available for viewing on the company's website and Sygnus' website. The purpose of the Annual General Meeting is to receive and consider the annual financial report of the company for the financial year ended 30 June 2025, together with the auditor's report. The AGM is also to consider and if thought fit, pass the respective resolutions duly set out in the notice to the Annual General Meeting dated the 15th of November 2025 and duly signed by the company's secretaries. The Company Secretary has advised that proxies have been lodged by 54 shareholders, totaling 264.3 million ordinary shares and representing 45% of the ordinary issued capital of the company. Of the total proxies lodged, 19 shareholders holding 44.2 million shares and representing approximately 7.6% of ordinary issued shares have appointed the Chairman, meaning me as a proxy holder. For the remaining proxies, the proxy holder must attend the meeting in-person or virtually to represent the member for whom you're holding the proxy. Those proxies will be deemed valid once the registrar has confirmed the attendance of the appointed proxy holder. Before we proceed with the formal business of the AGM, there are a few housekeeping matters I would like to bring to your attention by a way of procedure. Voting. Before we move to adopt the resolution, I would like to outline the voting procedure. Casting a vote person who are here present. Shareholders attending in-person will vote by a show of hands. Once we get the business section of the meeting and the voting of the resolution underway, I will read each resolution and thereafter table for adoption. Shareholders will be asked to vote for the resolution via show of hands. Shareholders who are for the resolution raise their hands following by the shareholders who are against the resolution. The scrutineer present and usually our scrutineer is Mr. Andrew Foreman will take account of the number of hands raised for and those also against the resolution and this portal will be added to the shareholders who voted virtually or via proxy. If a voter abstains, the vote will not be included in the count. Each shareholder or proxy present would have received either a red or a gold wristband. Yes. When raising your hand to signify your vote, please ensure that you permanently show the respond to ensure your vote is properly counted. For those who are attending virtually, once this resolution is put to the meeting, you should wait for your option to appear on screen or click vote now on your screen. Once the resolution is on screen, select for or against option, then select submit vote at the bottom of the screen. You will then be asked to confirm your vote, select yes to confirm your vote or no if you want to change your vote. The Company Secretary has advised that a number of valid proxies have been received as indicated earlier, in relation to these resolutions. In relation to proxies where the Chairman has been appointed to vote, I will vote all proxies in accordance with the directions provided. Where undirected where no instructions have been given, I will vote the undirected proxies in favor of the resolution. Okay? For the remaining proxies, the proxy holder must attend the meeting in-person or virtually to represent a member. Those proxies will be deemed valid once the registrar has confirmed the attendance of the proxy holder. Proxy holders are permitted to cast their votes online in cases where the shareholder has not indicated their vote on the proxy form. Upon confirmation of the proxy holder identity by the registrar, they will be granted permission to participate online. Mr. Andrew Foreman who will act as scrutineer and will confirm the vote by show of hands as well as the total votes for each resolution. Voting will close and then I will announce the results. We will have 2 question-and-answer segments. The first segment will be prior to the adoption of the resolution #1, the adoption of the audited financial statements. The investment manager will make a presentation on the company's performance and the outlook of the company. At the end of the presentation, we will have the first question-and-answer segment where shareholders will ask questions. We will allot 15 minutes to this segment to address your questions. Following the votes on the remaining resolutions, there will be a second question-and-answer segment, where shareholders can ask questions relating to the company's business with general questions. We have allotted another 15 minutes to this segment. And this question-and-answer segment will be moderated by Mr. David Cummings. For shareholders attending in-person, if you wish to ask a question, you should indicate by show of hands and one of our hold and will provide you with a microphone and you will state your name and your status as a shareholder for the minutes. For the shareholders attending virtually if you wish to ask the question, you just select the Q&A option that is located on your screen, enter your question in the text box and select send button located to the right of the text box. The question will be read aloud by one of our hosts, so the other shareholders can hear the questions. Shareholders are asked to limit their questions to 2 to give others an opportunity to post questions and to ensure the AGM's agenda can be completed on time. Questions and comments from the floor should pertain to the specific matter under consideration. With this background, we will now move to the formal business of the meeting as set forth in the notice of the meeting and the agenda. In order to conduct an orderly meeting, we give and give all shareholders an opportunity to participate we will follow the agenda as outlined. I will now present the formal business -- formal segment of the meeting accordingly. We will take the remaining resolution in the order as outlined in the notice. So the first resolution is really the audited financial statements. And the first resolution is in accordance with Article 190 of the company's amended and restated Articles of Association, the company is obliged to lay before the meeting the audited financial statements together with the reports of the directors and auditors, which are contained in the company's annual report for the year ended 30 June 2025. The audited accounts were circulated and are before the meeting for [indiscernible], right? Before we take the resolution though, I will invite KPMG and our investment manager to make presentations and the auditor's reports and the company's performance, respectively. So I'll ask Damion Reid, our representative, to come forward and make a presentation on the audited financial statements and thereafter, we'll take.
Damion Reid
attendeeGood morning, everyone. Thanks, Mr. Chair. And I'll try to be brief today. So as some of you may be aware, SCI is a company that is registered and incorporated in St. Lucia. As such, it's not a standard requirement unlike our Jamaica entities to read the full auditor's report. But I will read the main conclusions and hand over back to the Chair. So I'll ask you to join me on Page 48, and I'll start. Independent auditor's report to the members of Sygnus Credit Investments Limited opinion. We have audited the financial statements of Sygnus Credit Investments Limited, the company, comprising the separate financial statements of the company and the consolidated financial statements of the company and its subsidiaries collectively, the group as set out on Pages 55 to 125, which comprise the group's and company's statements of financial position as at June 30, 2025, the group's and company's statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended and notes comprising material, accounting policies and other explanatory information. In our opinion, the accompanying consolidated and separate financial statements presented fairly in all material respects, the financial position of the group and the company as at June 30, 2025, and the group's and company's financial performance and the group's and company's cash flows for the year then ended in accordance with IFRS accounting standards as issued by the International Accounting Standards Board, IFRS Accounting Standards. In closing, the engagement partner on the audit resulting in this independent auditor's report is Damion D. Reid, KPMG Chartered Accountants, Gros Islet, St. Lucia, August 29, 2025. Thank you. Chair?
Linval Freeman
executiveThank you, Damion. So that was a clean audit report. That's what you say? Clean audit report. So SCI is in good business. All right. So can I now invite Jason to the podium to just give some highlights of our performance for last year.
Jason Morris
executiveGood morning, everyone. Happy 2026 and hope your families who would have been affected personally by Melissa in Western part of Island are doing okay. All right. So jumping right into it. Just to create a kind of background to SCI's performance during the year. There are 6 main items. The first one being in terms of SCI's core revenue strength, the company would have generated for the first time in its history, would have exceeded USD 50 million in total investment income coming out to $15.39 million. So -- we can clap for that. Secondly, second point I want to raise is that similar to last year, the performance was mainly driven by the performance of the investment that SCI did in Puerto Rico. The Puerto Rico company would have generated in the 2 financial years since the restructuring exercise that would have taken place after the acquisition, $8.85 million in cumulative net profit, which is more than all of the net profit the company would have generated in its first 18 years or so in existence. And the return to SCI from making that investment, as you can see, 17.7%. So it's pretty high for a private credit investment. So that strategic decision to go into a new market has started to pay dividends. Fourth point is that from a deployment perspective, overall, the platform generated $87.73 million in deployment, which is down, I would say, substantially from the previous year, $140.12 million. This was primarily due to a number of large transactions that were interim, but were executed during the course of the financial year, and we will see some of those being executed in the current financial year that way. So we're not really worried about the quarter-on-quarter fall off in the deployment. In terms of dividends, USD 3.2 million was distributed to shareholders, which is the highest dividend over a 12-month period that SCI has ever paid to shareholders. And that, by the way, is the 14th consecutive quarterly dividend -- semiannual dividend, sorry, that SCI would have been distributed to shareholders. So whether it's COVID or whatever other economic conditions, SCI has strived to maintain consistency in terms of paying dividends. I know that last year, there were some shareholders who wanted to see higher dividends. So clap the $3.2 million. So far, final point in terms of risk management, so far, SCI has been fortunate to only crystallize on an annualized basis, 0.2% in losses. So that's pretty decent management of a pretty good stewardship of shareholders' capital by ensuring that we don't lose a lot of money while trying to make money. All right. So that's the backdrop. So jumping into the actual performance, financial performance in the year. I spoke about the $15.39 million top line revenue, which was up 52.4% versus $10.1 million in previous year. Net investment income, which is the number that you get after stripping out operating expenses came in at $10.02 million, up 89.6% versus $5.28 million previous year. And as I said before, majority of this was being driven by the performance of the investment in Puerto Rico. And I have another slide where I'm going to explain how the Puerto Rico is accounted for in the financial statements. Despite those exceptional top line numbers, net profit came out less than expected at $4.28 million, down 29%. And this was driven primarily by 2 things. One, we took the decision to early recognize higher impairment allowances for one portfolio company that presented a restructuring plan that was going through the process of being restructured. And even though that was completed during the financial year, we decided to take the impairment -- an impairment charge on that upfront. And so that took us down because for the 9-month period, we were like almost $8 million run rate in net profit. So that took us down to $4.28 million. And I'll explain a little bit more as we go through. So earnings per share ended up at USD 0.74 versus USD 1.03 in the previous year. And I spoke about the dividends before the USD 3.2 million record dividends from a dividend per share perspective came out to USD 0.55 or USD 0.005. This slide is a bit busy and a little bit complicated, but it's necessary for me to go through it so that everybody understand what it is that they are invested in. So at the top, on the left-hand side, the first column, you have SCI and yuo see $6.322 million, which is a figure that is reported in SCI's income statement, what I showed on the previous slide from the Puerto Rico business. But we're going to read this chart from the bottom up. So at the bottom of the chart is Acrecent Financial LLC, and that's a company that was acquired in Puerto Rico. And as you can see, that company would have generated $4.67 million in net profit for the financial year ended June 2025 compared to $4.18 million in the previous financial year. So the second column gives you the current financial year and the third column gives you the previous financial year, so you can compare what is happening in one financial year versus other, right? So if you move up one row and look at Sygnus Credit Investments Puerto Rico Fund, SCIPRF, that's a holding company that owns 100% of the shares of Acrecent Financial LLC. So effectively, since it's a wholly owned subsidiary, there shouldn't be a lot of changes between the net profit from Acrecent Financial LLC to SCIPRF. Of course, SCIPRF has a few things in it. So from time to time, the P&L number might move up or down depending on whether or not there are certain operating expenses that come to bear, et cetera. So the key thing is that to move from SCIPRF to another holding company, which is Sygnus Credit Investments Puerto Rico Inc., SCIPRI. We -- this consolidation stops and we have to do a fair valuation of that net profit figure. So the way I wanted to think about this is effectively, we have a company that is generating $100 in net profit. And if tomorrow, somebody were to come to us and say, I want to buy that company. The question is how would you -- you wouldn't be selling the company just based on the net profit figure, right? You would have to do some kind of valuation. Not exactly but that's how I wanted to think about it. So the $4.26 million in net profit that the holding company generated would have been reflected as $6.32 million passing through as a value, net benefit to SCI and its shareholders in 2025. And if you go to the previous financial year June 2024, you would have seen that the same company generated $3.69 million in net profit, but the value that came across or the net benefit that came across SCI was only $1.3 million. So the value will fluctuate because we have to value it based on publicly listed -- other publicly listed companies in a similar type of business and apply certain metrics to that to get a multiple. And sometime [indiscernible] multiple might fluctuate. So the $6.32 million in 2025 simply reflected better market multiples versus the previous year when we suffered when the $3.69 million resulted in only $1.3 million, right? So I want to make that clear so that as we go through time because this is our favorable statistic meaning every financial year that will come here, there's going to be a number that is reflected in SCI's income statement from the Puerto Rico business. Okay. So this other slide is just to give some more context to the Puerto Rico business. So we -- acquisition was done in February 2022, about 95.58% or thereabouts. And the year-end for the Puerto Rico business was December. So Dr. Johnson and his great team in Puerto Rico had to do a reorganization, which took about 1.5 years or so, which was concluded on July 1, 2023. So from July 1, 2023, the Puerto Rico business financial year-end matches that of SCI's year-end, which is June, right? But as you can see, in the 12-month period prior to -- well, right after we finished the acquisition, the net profit figure was just above USD 0.5 million. And you can see that at the end of June 2023, that moved to $733,000. That was before the reorganization. So subsequent to the reorganization, July 1, 2023 forward, you can see where the reorganization has resulted in scaling the business substantially with a run rate of net profit, call it, an average $650,000 has now transitioned to where it is -- where it was at the end of June 2025, which is $4.7 million. And this net profit run rate figure, just like I said last year, will continue to scale because the business is operating in $100 billion economy, which is bigger than all of the Caribbean territories that SCI has deployed capital into combined. And so as that business grows, the net profit figure that the business will generate, we expect that to increase and the financial benefit that filters to the SCI also expect to increase. And so that shouldn't come as a surprise in future periods. And by the way, one important thing to reflect on is that those net profit figures -- those net profit figures that I was showing for the Puerto Rico business given the steady state that the business has reached, a decision was made at the Puerto Rico Board where the dividend policy for the Puerto Rico business was established and agreed on and signed off on and the dividends flowing from SCI Puerto Rico would expect to start flowing in financial year 2026 and financial year 2026 started on July 1, 2025. So from July 1, 2025 through to June 30, 2026, is the financial year 2026. And I'll speak more to that on the next earnings call. Okay. So this is just a chart of -- the history of the dividends that SCI's paid, and you can see 18.26 million or 30% of the 60 million [indiscernible] in share capital that you as a shareholders have put into the business. So consistently just trying to live up to our promises. This slide is showing you efficiency ratio, which means for every dollar of revenue that's generated, how much of that revenue is going into operating expenses. And you can see that we promised to keep this below 40%. And by and large, we have kept it below 40%. And in just concluded financial year, it was below the threshold target. Similarly, management expense ratio, which is taking operating expenses as a percentage of the total assets under management, again, you want to keep that figure below a particular threshold. We promised shareholders to keep it below 2.85%, which means that we are not utilizing a lot of money in expenses out of the total assets of the company, which means we have more money left to reinvest in the business or pay dividends or do an acquisition or do whatever. So you can see that we have done a decent job at that. This is shareholders' equity, which ended the year at $73.17 million versus $72.1 million in previous year. And you can see that we have had a steady increase in shareholders' equity since being a public listed company in June 2018 when we had $36.6 million. So we have effectively doubled that through a combination of additional capital raises of equity as well as increased retained earnings through -- by a net profit. And the next slide is showing the total assets of the balance sheet of the business. So SCI would have eclipsed USD 200 million during the course at the end of the financial year 2025. And you can see where the company started in June -- well, ended in June 2018, its first year as a public listed company, which was at -- we can say it was [indiscernible] $37 million. This is just some balance sheet KPIs. Very important for shareholders. We are in -- from time to time, economies will go through different challenges. Sometimes we have high growth, medium growth, or it might go to recession or bad circumstances. And SCI as a company was structured to always be a lowly levered business, meaning the amount of assets on the balance sheet should not be substantially outstripped by the amount of debt that is being borrowed. So if we borrow $100, so we should be borrowing like $500 and only have -- not enough assets to cover it. So effectively, we set ourselves a threshold limit of no more than 2x net debt to equity. And if you compare this to like banks, et cetera, that have 8, 9, 10x net debt to equity, you can see that it is a very low leverage business. And why this is important? No matter the economic circumstance are challenged, it means that SCI has a very strong ability to navigate difficult economic periods, which is why we would have navigated through COVID, et cetera, et cetera, without much challenge because we are not employing a lot of debt on the balance sheet. Next 2 slides is just to give you a quick overview of the financial performance subsequent to the end of the financial year. This was Q1 ended September 2025. As you can see, total investment income was up 3.1% to a new record $5.25 million, net investment income up 4.5% to $4.01 million. But important in those 2 statistics is that net interest income grew substantially of 37.9% and the Puerto Rico business would have had a smaller gain of $1.91 million versus $2.69 million in the previous year. And I would have explained on the previous slide that you can have fluctuations in the valuation and therefore, the value that flows through from the Puerto Rico business simply because we have to use market multiples. So if at the end of the quarter, the market is down, it means that the valuation and therefore, the value flowing to the SCI can be down and vice versa, right? So we don't really control that. What we control is just the raw amount of net profit that the company generates and then how much dividends that the company can then pay back to SCI, which is always the proof in the pudding, so to speak. Net profit was down 35.5% to $3.18 million versus $4.92 million for Q1 in the previous year. And this was because in the previous year, what we had was -- at that time, there were 2 things that happened. We had a huge fair value gain because that was a quarter when interest rates were aggressively being reduced. And therefore, the value -- the market metrics used to value the Puerto Rico assets and other assets on SCI's balance sheet just went through the roof. We don't control valuation. We have to use the market information. And so we had a huge run-up in valuation. And at that time, on the earnings call, I had said that we shouldn't pay too much attention to this fair value because they are very volatile and can reverse, and that's exactly what happened during the course of last year. And so that's the reason why this net profit relative to last year is down USD 3.18 million primarily. Earnings per share, USD 0.55 versus USD 0.85 and dividends per share 0.0017. Now Q1 dividends of USD 0.0017 was down versus USD 0.0028 last year. And the reason why we paid effectively USD 1 million in dividends versus USD 1.6 million in the previous year was because of what I told you before, we had a company that's going through restructuring, and we probably have more companies that will have to restructure given the effect of Melissa. And so out of an abundance of caution and prudence, we decided to reduce dividends, watch and see how everything plays out and then we can always normalize the dividend thereafter. Despite that, the return on average equity for the Q1 net profit figure was a very healthy 16.7%, above our 10% threshold target. This is just a quick synopsis of activity during Q1. Total portfolio companies almost USD 200 million, number of portfolio companies, 39 versus 37. New investment commitments in the quarter, $4.1 million versus $6.3 million. The yield on the portfolio 15% versus 15.3% previously. Average tenure still pretty short at 1.5 and then dry powder at $10.53 million. Key note here is that at the end of this quarter, we would have exited roughly USD 19 million from maturing assets. And so that $19 million primarily was held in cash because I wouldn't have had enough time to redeploy all of that $19 million of cash in new investments. And hence, why the total portfolio value would have declined relative to the end of the financial year. Of course, subsequent to the end of the quarter, we would have deployed all that cash, right? So I just want to highlight that. And then final slide, just where are we headed. Acrecent is going to continue to grow and grow substantially. We expect that business to scale given the return that we are generating on the business and we're generating a much higher rate of return on the Puerto Rico business than is being generated in SCI proper itself. So it makes sense to continue supporting and deploying capital into that business and helping to expand dividend distribution from that business into SCI. As I said before, semiannually on a go-forward basis. And of course, that business has USD 100 million in credit line and actively expanding that credit line, perhaps by 40%, 50% over the course of the next 12 to 18 months. At the same time, exploring other funding mechanisms as well as looking at market expansion. And of course, once these things come to fruition, we will share as appropriate. Second thing is in terms of SCI strategic growth path. The $1 that we want to be involved in, we are well on our way over $500 million. Core revenues, we have a target to keep that above $12.5 million. For the last financial year, we did $15 million, which was above our expectations. For this financial year, Q1, we are at $5.25 million. So if you kind of annualize our normalized run rate, you have 4 quarters in a year. So if we are able to maintain that run rate, obviously, we would be that threshold level. ROE needs to be above 10%. We were at 16.7% for Q1. And hopefully, we can maintain that. EPS, we need to grow at 20% per annum. We didn't meet that at the last financial year, and we wouldn't have met that either in Q1. So that's a work in progress. Maintain a minimum 5% dividend yield and APO price would have met that at the end of the last financial year. For Q1 would be a little bit below that. But as I stated before, based on the long-term trajectory plan that we have in place, we're not worried about maintaining this over the medium term. And then every year, trying to get in and around -- have a target of getting to a steady state of raising $100 million in dry powder for the platform each and every year. And I know that I've been coming here every AGM and saying we're working on international partnerships. And I'm happy to say that within days or maximum weeks, we will have the first such facility finally closed. I think we are signing those documentation now. So we'll say more about that at the appropriate time. We're also reviewing a draft term sheet from another international investment partner with the intention to move that fast. And then we are exploring a third international partnership. So finally, this item is moving. New business partnership, I think last time I came here, we said that this was a work in progress. And what I can confidently say as of today that the business license that we were pursuing was approved, and we have the business license in our hand. And therefore, what we are doing now is moving to execute and execution of this is also with an international financing partner. And fourth thing which cannot be ignored given the environment that we are in is to manage portfolio risk. Of course, about 30% of the portfolio is exposed to Jamaica and the Western part of Island would have been impacted severely by Hurricane Melissa. And we would have shared on the Q1 earnings call that about, I don't remember 12-point-something percent of the overall portfolio was impacted. I think that number might be updated slightly when we present Q2 results, but we are managing those exposures and making provisions for those and helping those clients to recover to normalcy. So we have to ensure that we manage portfolio risk as we always do, but I wanted to put this out there given that Jamaica is a substantial part of SCI's portfolio, and we know that many companies will have gotten hurt by Melissa as well as individuals. And then the final thing is share buyback. I know that over the last 12 months, we did not buy back any shares based on the circumstances where we were managing certain risk. However, in this current financial year, I won't say much other than we expect that some amount of activity will occur. Thank you very much.
Linval Freeman
executiveThank you, Jason. We'll move on to the question-and-answer segment. David, can you take the mic and share the [indiscernible] function.
David Cummings
executiveThank you, Chairman. We will now take questions both from the floor and online. I just ask everyone to kindly respect the guidelines given by the Chairman at the front, limit of 2 questions each. And let's -- first of all, we have a question on the floor. [Operator Instructions]
Unknown Analyst
analystThe first one is -- [indiscernible] got missed [indiscernible] shareholder, have we ever missed [indiscernible].
David Cummings
executiveHis name is Mr. Jason Morris.
Unknown Analyst
analystYes. Mr. Jason Morris [indiscernible] [Foreign Language] Again turn to Page -- the next one the [ $15.3 ] million [indiscernible] Jamaica or the overall portfolio of Puerto Rico.
Jason Morris
executiveOverall.
Unknown Analyst
analystOverall. Yes.
Jason Morris
executive[indiscernible] so the 15 -- whatever million is actually Sygnus Credit Investments, the group entire company.
Unknown Analyst
analystYes. So when you [indiscernible] I want you uplift, will that recur it. Yes. You have the explanation on that?
Jason Morris
executiveYes. So I think we presented was $4.38 million in net profit can go to it. So when it -- our taxation was not -- can you bring back up this. Okay. Let me very quickly get back to it, right. So net profit was $4.38 million, if memory serves me right. $4.28 million.
Unknown Analyst
analyst$4.28 million. All right.
Jason Morris
executiveNo problem.
David Cummings
executiveDo we have any online questions? Okay. We have another question.
Unknown Shareholder
shareholderRobert [indiscernible] shareholder. The investments you're making, you're not supposed to call the name of the companies, right? But what type of business are -- can you get a pie chart of the type of business you're invested in tourism, product manufacturing, hospitality, a pie chart of percentages of the business that Sygnus is invested in?
Jason Morris
executiveIt's a good question, right? We actually have a pie chart that we normally show because we wanted to keep the presentation kind of short, we have stopped showing it. But if you turn to Page 26 and 27 in the annual report. 26 and 27 in the annual report, you will see first from a regional perspective, what different countries we are invested in and then the different industries. And you can see that we are in infrastructure, financial services, construction, hospitality, manufacturing, telecommunication services, energy storage, health care, we have about -- overall portfolio of about 22 different industries in which we are invested in. But SCI itself is invested in about, I think, 8 different industries. But when you combine it with Puerto Rico portfolio allocation is about 22, 23 different industries.
Unknown Shareholder
shareholderSo infrastructure is the biggest. What kind of infrastructure roadworks, lighting, what kind of infrastructure?
Jason Morris
executiveSo we do have wood works, et cetera, but the large figure there is representative of oil storage infrastructure.
Unknown Shareholder
shareholderOil storage?
Jason Morris
executiveYes.
Unknown Shareholder
shareholderWhat kind of oil storage you're talking about?
Jason Morris
executiveJust like what it said. Basically very large tanks.
Unknown Shareholder
shareholder[indiscernible] didn't find oil as yet.
Jason Morris
executiveWell, remember that SCI, as I said before, on Page 26, you can see that we're interested across 8 different Caribbean territories. So that doesn't have anything to do -- it doesn't necessarily mean that all of it is Jamaica or...
Unknown Shareholder
shareholderGuyana...
Jason Morris
executiveEither in Jamaica.
Unknown Shareholder
shareholderGuyana, right?
Jason Morris
executiveNo, it's not Guyana.
Unknown Shareholder
shareholderVenezuela?
Jason Morris
executiveWe don't invest in Venezuela is not a investable asset at the moment.
Unknown Shareholder
shareholderSo you won't say where?
Jason Morris
executiveWell, I mean SSS Islands, you see SSS Islandsn which is 6.3%.
Unknown Shareholder
shareholderYes.
Jason Morris
executiveYes. That's one. And we do have also Jamaican exposure, but that's the largest.
Unknown Shareholder
shareholder[indiscernible] Island.
Unknown Executive
executiveSSS Island.
Jason Morris
executiveSaint Eustatius, Saba and...
Unknown Shareholder
shareholder[indiscernible]
Jason Morris
executiveI don't remember what [indiscernible] is stands for. Yes.
Douglas Wilson
shareholderI'm Douglas Wilson shareholder. Just have 2 -- well, 2 comments really. One is a question. In terms of corporate social responsibility, where was the company able to do anything in terms of assisting the victims of Melissa? That's one. And the second one is more like an observation. If I'm reading the report correctly, saying that the investment manager has 0 shares in the company, I find that most incongruous really. So just want some clarification on that.
Jason Morris
executiveSo let me take the last one first. So -- good observation, good question, but it is not true, right? The investment manager actually has investment in SCI. But if I back up and explain to you, so Sygnus Capital Limited, which is the investment manager that's a Jamaican company that's regulated by the FSC. And Sygnus Capital, that company is actually owned by Sygnus Capital Group, which is a different company. That's where the shareholders of Sygnus itself resign and that entity actually owns shares in SCI. The reason why the manager itself, why we chose to -- and initially, the reason why we chose to do it that that way is because somebody else can have an opposite opinion to you and say that because the manager owns shares in the business, there is a conflict of interest directly, right? And so to ensure that there are no conflict of interest issues, the corporate body that actually owns the shares is deliberately different from the corporate entity that is doing the management. So that's the reason why it's not reflected like that. But yes, we personally and individually are 2 different vehicles have exposure in SCI. [indiscernible].
Douglas Wilson
shareholder[indiscernible]
Jason Morris
executiveYes. Yes. With regard to the first question on corporate social responsibility, did you ask about Puerto Rico business? I asked about Sygnus Credit Investments itself?
Douglas Wilson
shareholder[indiscernible]
Jason Morris
executiveYes. I mean I'll let David answer that question.
David Cummings
executiveCorporate social responsibility in terms of our response to Hurricane Melissa has been significant. They complete itself, obviously, from an individual basis, as you would imagine, some members of the team were impacted and their families. And clearly, there was a response in that regard. From Sygnus Group itself, we put together a fund to assist persons, and we also invited some of our partners and investors to contribute towards that fund. And essentially, what we did was a strategy that looked at a phased support of the response. So there was an immediate response in terms of relief supplies, and we partnered with certain groups in Jamaica that were established underground. For example, we partnered with World Food Kitchen. We partnered with GEM, we partnered with Food For The Poor and so on because they were underground. So we were able to deliver immediate in terms of cash to support people who are underground. Of course, we're also looking at longer-term ways in which we can assist because we know that it's going to be a process to rebuild after the initial relief efforts. So to answer your question, yes, we are practicing corporate social responsibility, both on an individual basis and on a collective basis because it is going to be a long road to recovery, and we are playing our role to ensure that we can try to make as much of a difference as possible.
Unknown Analyst
analyst[indiscernible]?
Jason Morris
executiveSure.
Unknown Shareholder
shareholderI want to first to [indiscernible] the team for such a good job from 2018 coming to 2026. I have been following the company from the inception, right,2018 raising [indiscernible] from the private placement, the IPO, APO earning today, preferentials capital raises in the last few years, right? So after [indiscernible] because is that easy for in the business like this [indiscernible] in this such a tough times from 2018 like [indiscernible] the pandemic, the fears that 2018 and then we see the inflation crisis. But my question is based is will [indiscernible] advance based on [indiscernible] I've been listening a lot what's going on in the private credit business, not only Jamaica but on a global basis, right? So based on what this -- based on what the CEO of JPMorgan has been saying, say a lot -- based on the practices that some private credit companies been doing internationally. I know is basically an international company based on seeing the report, I see not going into the U.S.A, right, based on the -- into the U.S.A. So basically, guys basically in the U.S.A. right now. So what I've been doing some research too. I don't really have the time based on [indiscernible] the timing at the group. I've been doing some research using ChatGPT and the response I've been getting from ChatGPT about the company [indiscernible] upload what I do, I just upload the financial statements to it and I load the AI interpret and trust me what I've been getting [indiscernible] is very good. So to come in the group for that. As I said, the efficiency ratio shows right now say Sygnus is one of the most efficient companies, financial companies in Jamaica. I don't see no financial company in Jamaica right now with an efficiency ratio of 27%, right? And next in the realized losses cost fund 2018 till now 0.2% that are most 0, they have to come in the group for that as well. So guys continue doing the job you're doing and be proactive. For the question [indiscernible] the question is all Sygnus if it is as clear -- if it is a systemic risk, are this [indiscernible] or fear in the international market based on what's was going on now. Or Sygnus ability [indiscernible] company negotiation through this internal financing for the international partners based on what I see JPMorgan is saying, what is happening in the private credit industry within not only America but international [indiscernible] too much risk [indiscernible] Sygnus running the business is totally different from those private credit funds out there. But so what my question is if there is a systemic risk all that going to affect Sygnus [indiscernible] Capital going forward, since we know is the threshold that we need to reaching [indiscernible] those capital invest -- those invest -- international investors all that going to affect Sygnus [indiscernible] Capital going forward.
Jason Morris
executiveAll right. Thanks for that very eloquent summarization.
Unknown Executive
executiveLet's us rephrase from Jason, I think he had a lot to say and a lot of questions. [indiscernible] rephrase...
Jason Morris
executiveYes. So I'm saying thanks for that eloquent [indiscernible] of how the business operates as well as how the market operates, right? And I guess the question you're asking is based on what's happening in international private credit markets, based on what's happening in the global economy, region and Jamaica and other countries that we deploy capital, are we seeing any systemic structural risk that could affect us to raise capital whether short term, medium term or long-term. And the answer to that question is a mixed bag, right, because capital markets can -- capital markets fluctuate. There are times when it's easy to raise capital and there are times when it's hard to raise capital. Right now, it's not so easy to raise capital because, okay, from a Jamaica perspective, you just had Hurricane Melissa and there may be a lot of uncertainty, right? And so you might have flux in the market. But this is not unusual. Capital raising goes through cycles. And so I think that based on where -- I'm just speaking about Jamaica first, based on where Jamaica is, we will get over this. Why? Well, because Jamaica managed its balance sheet exceptionally well over the last decade and therefore, our debt ratio is pretty low. And the thing about having a country -- a company with very low debt, if you stumble, you won't fall, right? So you swing about, but you have enough cushion that you won't fall on brick [indiscernible] and therefore, you can move. And so I see that capital markets will come back at some point. Are the flux that may exist? No, will certainly come back once people regain confidence in terms of the trajectory of the economic path for Jamaica. And for the rest of the Caribbean, I don't see any structural impediments. I mean, globally, the way to answer the question about globally and us entering other markets is that there are many investors who wanted -- who have zero exposure to Caribbean assets. And because of some of what's going on globally, people are saying, I need to diversify from my concentration. So if I'm concentrated in U.S., I need to get some diversification. If I'm concentrated in whichever other country, I need to get some diversification. And show me a region that is not -- that I don't have any exposure that I can get some exposure, which will be Caribbean. And so that's one point. Second point is the matter of like climate risk, right? And what has happened is that before now, investors look at the Caribbean as nothing. It's not a place I want to invest because of Hurricane Melissa in particular and the fact that it was Category 5, there are many investors who are like, hang on a minute, the Caribbean is very smart and a relative global scale. We don't have any money deployed there. Even if we put 0.01% of our capital in the Caribbean, it will do a lot of help, right, and it won't affect us much. And so because of those reasons and because Sygnus -- SCI has been around for 8 years, what Sygnus been around for a decade, or come June, we will be around for a decade, that has actually opened certain doors that weren't open before. And so I won't say it has become easier. What I'm saying is that doors that were not open before the hurricane has actually helped to open those doors because people are not recognizing how -- that they should be doing something. So I don't know what else to say other than to put it that way for you. But thank you very much for how you summarize everything.
Unknown Executive
executiveSo we have the first question. Our first question is from Marva Campbell. Was the first semiannual from SCIPRI received? And should we expect to see it reflected in the next dividend payment?
Jason Morris
executiveSo first dividend was received, yes. And in terms of whether it will be reflected in the next dividend payment or not, that's something that we'll have to address at the appropriate time.
Unknown Executive
executiveOur next question is from Adrian Lawrence. Our 2025 results show a significant jump in net foreign exchange gains. Could management clarify how much of this gain is realized cash versus unrealized paper gains? More importantly, if the USD continues to strengthen or weaken, how should we expect this line item to impact the actual cash available for distribution in 2026?
Jason Morris
executiveSo very good question and observation. I think I have a section in the MD&A that actually specifically address this FX gain. So let's find out. So on Page 24 of the annual report, right, I have a little explanatory paragraph that explains what cause these FX gains and losses. So let me start by saying that the answer is those are -- it's partial realized gains and partial unrealized gains, but majority of it is unrealized gains. So if you think about what SCI doing, right? So SCI effectively by and large, borrows in Jamaican dollars, right? And then we are investing in U.S. dollars. So on the balance sheet, you have J$, and therefore, if the exchange rate depreciates, it means that we get a benefit from that. So that's primarily what's driving the gain or loss as the case may be. So obviously, because the currency was depreciating, we book a sizable gain. And as the currency moves up and down, that number will move up and down. Now there are transactions that we have to execute from time to time because if we borrow in J$, we have to convert it to USD to actually invest, right? And so you can have fiscalization or realized gain or loss on those positions when we do those FX conversions. And likewise, there are circumstances in which we have a small -- we do have those same J$ liabilities, right? When we have to pay the coupon on those debt -- or interest on those debt. Then because majority of our assets are in USD, then we obviously have to do FX transaction the other way to get the J$ to pay the interest. And so there can be gains and losses there. But the majority of the gain or loss that you are seeing is "paper" gain. In terms of how it affects liquidity, it doesn't really affect our liquidity that much. I mean we -- if you look back 2018, 2019, 2020, 2021, we used to be in a position where we used to have a lot of J$ investments. So on the assets side of the balance sheet, we will have Jamaican dollar assets, maybe 20% of the portfolio or so. And during those times, if we look at those financials, we would have actually got hit on USD depreciation. So same depreciation and we used to suffer losses and we kind of [indiscernible] again, so to speak. And basically structure the portfolio in the way that you are seeing it now such that if the currency depreciates or it moves a little bit, then as a U.S. dollar investor, we should benefit from that. And by taking on J$ liabilities, we benefit even more. So I would say it's not going to affect -- it doesn't affect our liquidity position one way or the other and it does affect -- the FX doesn't really affect us. It's a normal part of business -- it's is a normal part of how we do business. But I just wanted to explain that we strategically reposition the balance sheet to ensure that it reflects what we really do, but we are not in the business of running FX trading business, right?
David Cummings
executiveWe have another Q&A session coming up. So I'm going to hand back to the Chairman to take us through the resolutions. And we will have another section that we will invite you to table your questions. Thank you very much, everyone.
Linval Freeman
executiveAll right. Thank you very much, David and Jason. I like the enthusiasm and the fact that we want to hear more about SCI and its operations and what the future holds for SCI, among other things. All right. So there being no further questions, I now formally propose resolution 1 that the audited financial statements of the company for the year ended 30 June 2025 and the reports thereon of the auditors and the directors are circulated with the notice convening the meeting be and are hereby adopted. So that's a resolution that we need to be voted on now. Of course, the shareholders who are attending virtually, the instructions are already given. You will have 2 minutes to cast your votes. And for those attending in person, you will show your hands for or against the vote. So those who are for the resolution, shall we have a show of hands? [Voting]
Unknown Executive
executiveWe'll now take the online. [Voting]
Linval Freeman
executiveSo while we take the votes, maybe I should have a little quizzing on shareholder. I'm sure you all know the answer, right? How many times per year does SCI pay dividends?
Unknown Shareholder
shareholder[indiscernible]. Okay. Excellent, excellent. I know you know...
Linval Freeman
executiveOkay, excellent, excellent. I know you would know that. I think we pride ourselves by being one of the companies on the stock exchange that pays the largest amount of dividends to its shareholders. Do you agree?
Unknown Shareholder
shareholderI don't think so.
Linval Freeman
executiveYou don't think so? What you're saying, you need [indiscernible].
Unknown Shareholder
shareholder[indiscernible].
Linval Freeman
executiveYes, yes, yes. The projections are that we'll do better this year than we did last year. Puerto Rico included, okay? And while we take tally, again, do we know who is the CEO for SCI? Who is our CEO? Our CEO is online and not here in person. Nobody knows? Mr. Beris Grey. And I give you a very, very simple one. Does anyone know who our auditors are? Who's our auditors?
Unknown Shareholder
shareholderKPMG.
Linval Freeman
executiveKPMG, yes.
Unknown Executive
executiveChair, we have 49 votes in favor. There are no votes against.
Linval Freeman
executiveOkay. So there are 49 votes in favor of the resolution. And so the resolution is duly carried. Thank you very much, shareholders, for your participation. All right. And so we're moving right along with the other resolutions that were included in the notice. And the second resolution is that relating to the declaration of dividends. That the interim dividends per stock units of USD 0.00276 paid in April 2025 and USD [indiscernible] paid in August, that's dividends per stock unit be treated on the recommendation of the directors as a final dividend for the year ended 30 June 2025. So we're asking to vote on this resolution that the 2 dividend payments so far be treated as final dividends for the previous year or the year under consideration. And so the voting is now open by show of hands for those who are present and those who are on the e-platform for you to vote. Those in favor?
Unknown Executive
executiveWe'll now take the votes online. [Voting]
Linval Freeman
executiveYes. All right. So you can make your comments in the next Q&A section. Ask for the reason why you voted no. Is there any abstention? Anybody abstaining? And there's abstention. Andrew?
Unknown Executive
executiveTaking the votes online.
Linval Freeman
executiveOkay.
Unknown Executive
executiveChair, there are 52 votes in favor and 2 against.
Linval Freeman
executiveOkay. That being said, the motion is carried. Okay. All right. So moving right along to the other resolution, Resolution #3, election of directors. Articles 149 and 150 of the company's amended and restated Articles of Association provide that 1/3 of the Board other than the Managing Director, if one is appointed and directors appointed by the holder of a special share or if the number of members on the Board is not 3 or a multiple of 3, then the number nearest to 1/3 shall retire from office at each Annual General Meeting. The directors who retire every year shall be those who have been longest in office. The directors retiring under these articles are Mr. Damian Keith Chin and Mr. Peter St. George Thompson, who being eligible, offer themselves for reelection. Hence, the proposed motion resolutions are as follows: that Mr. Damian Keith Chin, who retires by rotation in accordance with Article 149 and 150 of the company's amended and restated Articles of Association and who being eligible, offers himself for reelection as a director of the company, be reelected as a director of the company. And also that Mr. Peter St. George Thompson, who retires by rotation in accordance with Article 149 and 150 of the company's articles -- amended Articles of Association and who being eligible offers himself for election as a director of the company be hereby reelected as a director of the company.
Unknown Executive
executiveChair, we should take the votes separately, Chair, in respect of each.
Linval Freeman
executiveRight. So we will vote on Mr. Damian Keith Chin first, and then we vote on Peter Thompson secondly. So those in favor of Mr. Damian Keith Chin being reelected, can I see the show of hands, those who are for?
Unknown Executive
executiveWe now take the votes online. [Voting]
Linval Freeman
executiveDo you know your Director? Can anyone tell me whether Mr. Damian Chin is physically present or he is online? He is physically present.
Unknown Executive
executiveChair, the tally is 56 votes in favor and 2 against.
Linval Freeman
executiveOkay. That being said, the motion carries. So Mr. Damian Keith Chin has been reelected to serve as a Director of the Board. We now take a vote for Mr. Peter St. George Thompson. Can we see the show of hands for those voting for the reelection of Mr. Peter Thompson.
Unknown Executive
executiveShow of hands please. [Voting]
Unknown Executive
executiveAnd those against? [Voting]
Unknown Executive
executiveWe'll now take the votes online. [Voting]
Linval Freeman
executiveAbstentions.
Unknown Executive
executiveChair, there are 58 votes in favor, 1 against. With respect to the vote from Director, Damian Chin, I just want to clarify over the dividend. There were 2 abstentions.
Linval Freeman
executiveThere are also 2 abstentions. Okay. Okay. That being said, the motion carried. And so Mr. Peter George Thompson has been reelected to the Board. Congratulations to both Peter and Damian. Thank you very much, shareholders. All right. So I move to resolution #4, which is directors' remuneration. And it reads that the amount shown in the audited financial statements of the company for the financial year ended 30 June 2025 as remuneration for the directors for their services be and is hereby approved. So the resolution is on the floor. Those in favor?
Unknown Executive
executiveShow of hands please. [Voting]
Unknown Executive
executiveAnd those against? [Voting]
Unknown Executive
executiveWe'll now take the votes online.
Linval Freeman
executiveAbstentions, anybody? [Voting]
Linval Freeman
executiveShareholders or Jason, you will have to provide this answer. What year did SCI list on the Jamaica Stock Exchange?
Unknown Shareholder
shareholder2018.
Linval Freeman
executive2018? Jason, you have to verify.
Unknown Shareholder
shareholder2001.
Linval Freeman
executive2001? That's when you bought your shares, right? 2018 is the answer. Excellent, excellent. Because somebody did mention that since 2018 to now, they're very happy with the operations of the company and the level of dividends that we've been paying. So I'm very happy that we have some very happy campers, very happy shareholders out there who are very happy with the dividend payment. And the encouragement is that you should go out and maybe buy some more shares, support the stock exchange, buy some more shares of the company. It's a good investment. Get your friends and family to come in. And from time to time, we have other product offering, and Jason will probably tell you about all those we have from time to time, we have those: preference shares issues, et cetera, et cetera, that you can participate in as a shareholder.
Unknown Executive
executiveChair, we have 57 votes in favor, 1 against and no declared abstentions.
Linval Freeman
executiveThat being said, the motion is carried and so the directors' remuneration is approved accordingly. And then we have a final resolution before we go to the next segment of question and answers. And the final resolution relates to the appointment of auditors. And the resolution reads as follows: the 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 AGM at a remuneration to be agreed by the directors of the company. And so the motion is on the floor. Can I have the voting? Those for? [Voting]
Unknown Executive
executiveAnd those against? [Voting]
Unknown Executive
executiveAnd those abstaining? [Voting]
Unknown Executive
executiveWe now take the votes online. [Voting]
Unknown Executive
executiveChair, there are 56 votes in favor, 1 against, no declared abstentions.
Linval Freeman
executiveOkay. Having said that, the motion to reappoint KPMG as our auditors until the next AGM has carried. Okay. Thank you very much again, shareholders. So having approved the last resolution, resolution #5, we now move to the second segment of the question-and-answer period, and I ask David to just come back and just to moderate that section. 15 minutes, okay?
David Cummings
executiveThank you, Chair. I believe that it would only be fair to start with the young lady who had a question before we conclude.
Unknown Shareholder
shareholderNicola Bora, shareholder. I'm seeking some clarification. In your corporate structure on Page 9, you mentioned the acquisitions of AFL in February '22, acquired more in June '23, and you are now at 95.58%. And in reading through some of the text in your MDA, I'm hearing the highest, more than 50% increase in total investment income, which eclipsed USD 115 million, and there's a lot of talk about this AFL, I don't know if you can call it -- let me call it entity. And is that the driving force besides -- there was a restructuring in 2022, and there are subsequent efficiencies, but there is also robust -- get a lot of [indiscernible] here almost, robust capital deployment and a major strategic reorganization that has resulted in a more efficient and optimized private credit business. Is that the driving force for the results? Or is it a combination of something else? And are we to expect this going forward? Or this may have been a one-off blip in the -- with the whole transition in acquiring this entity. Let me put it that way because not everything flows through to -- I'm trying to find the right words, not everything flows through consolidated to Sygnus Credit Investments? If I got it right.
Linval Freeman
executiveI'll ask Jason to take that.
Jason Morris
executiveSo good observation again. I like tough questions, right? Give me a chance to explain. So the last part of your question is for the financial year ended 2025? Yes, Acrecent was a driving force. SCI itself made some money, but Acrecent was a driving force. That's number one. Number two, part of the question is, is this a one-off? Or do we -- should we expect this going forward? And the answer to that, can [indiscernible] again, please? The answer to that is you can expect Acrecent [indiscernible] to continue to drive -- continue to be a substantial part of what SCI is doing in terms of contribution to the bottom line. So SCI itself will continue to expand. But if you were to say over the next 3, 4, 5 years, Acrecent, I would expect to perhaps eclipse SCI completely. Why? So this chart is showing you Acrecent's net profit on its own, right? And you can see that subsequent to the reorganization, the net profit has jumped substantially, and that's due to the exceptional work that Dr. Johnson and the team in Puerto Rico would have coordinated to reorganize the company. So Acrecent has a massive moat in front of it. It's a USD 100 billion economy. It has USD 100 million in revolving credit line. And for context, SCI has about USD 8 million in revolving credit line. And Acrecent can deploy -- when it's fully optimized, I suspect Acrecent can deploy between USD 100 million to USD 200 million in private credit investments once it gets to where we want to get it to per year very easily because it's a big giant economy. And if you add all the Caribbean economies that SCI is deploying capital in except Puerto Rico, that's like USD 60 billion in GDP. So it's literally twice. You're talking about an economy that's twice what SCI is, right? And then if you add on top of that, if we see other opportunities to forge additional partnerships or perhaps some at the appropriate time, do some acquisition or enter into some type of joint venture, then obviously, that just causes Acrecent to become even bigger than it already is. So what I'm saying is that it's going to be a substantial part of the fortunes of SCI going forward. And of course, not just in word, but in speed because the dividend flows that need to come back from those level of profitability coming back up to SCI, right? And so that's what we expect in a steady state to happen on a go forward. So final answer is, one, Acrecent was a substantial driver of the growth in 2025. We expect Acrecent to continue to be a substantial driver of growth going forward as well. But of course, SCI will also grow. And two, no, it's not a one-off. It will continue ad infinitum, we hope.
David Cummings
executiveOkay. I do believe after those online questions, the gentleman in the green shirt was first in line when I deferred to the lady for her question. So online?
Unknown Executive
executiveThis question is from [ Roger ]. Do you anticipate that dividends will return to 5% APO price this quarter? And in the medium term, 3 to 5 years, what type of dividends should shareholders expect?
David Cummings
executiveI'll invite Jason to address those 2 questions.
Jason Morris
executiveSo let me answer the last part of the question first. Over the medium term, absolutely, yes, I expect the dividend to be substantially higher than where they are. For short term, I can't answer that question at the moment.
Unknown Executive
executiveThe next question is from Andrew Bell. What have been the primary financing needs of the borrowers in the Puerto Rico entity that facilitates a high rate of return? Is this return rate sustainable?
Jason Morris
executiveVery good question. I was wondering when somebody was going to ask me that question. So the rate of return that we quoted, which is 17.7% or 17.5% is actually the rate that we are "investing at", right? So think of it this way, SCI invested USD 22.5 million and subsequent to that would have invested a further USD 2 million and then a further, I guess, USD 1.5 million or USD 2 million, I don't remember exact numbers. So that money that SCI invested in the company, when you look at the level of profit that the company has generated and the capital that SCI has deployed, that is where the 17.7% is coming from. And not that we are extracting 17.7% or 20% or taking very high risk investments in Puerto Rico. So I want to make that distinction very, very clear because it can -- people can misconstrue. So in other words, it's like I take my money and I invest in the company and the level of profitability of the company is such that when I calculate how much profit the company is making, which is my money that I've invested on my capital, that's the return I'm getting. But basic point even further, the rate at which we -- and the Puerto Rico business, by the way, is an actual lending business, has a lending life, right, is anywhere between 11%, 13% on average. Sometimes there are transactions that generate returns of 15%, 16%. What is because, I guess, Dr. Johnson was very good at negotiating a very good price to buy the shares of Acrecent at. And then because he was able to negotiate a good price to buy the shares, then the net profit of the company is generating, is generating a very high return based on the price that he bought the shares at. We negotiate to buy the shares of Acrecent. That's why the return is high. And on a go-forward basis, we feel that based on the level of profitability, which the company know we are near to its optimal level of profitability at the moment. And as we get towards that level, we expect obviously continuation of growth. I think I've answered the question, right?
David Cummings
executiveAny more questions online?
Unknown Executive
executiveAnne-Marie Thomas. On the September earnings call, it was mentioned that the agreement with WBC was paused and that the company is pursuing a partnership with a multilateral institution to move the funding strategy forward. Could you provide an update on the status of those discussions, particularly in the context of securing a revolving credit facility with a floating rate structure, which was previously described as a potential game changer for the business?
Jason Morris
executiveAlright, these are tough questions. Very good. All right. So thanks for that question. I kind of hinted at it, right? So you mentioned WBC. And what I can say is that, that transaction is being consummated and within a very short space of time, the appropriate announcement will come. So that's WBC. Yes. So I don't want to say any more than that. So last time I said it was paused, so it has been unpaused. Was there a second part of the question other than WBC? So I mentioned earlier that we have -- we are reviewing a term sheet from our international partner. So that's going very good. And then we have our third international partner that we started discussions with in December. And hopefully, they will come on board as well. So what I said in my presentation was that I come to many agents and said that we are pursuing these type of transactions and it's very difficult to get over the line because of many things, size that the company is very small. People want to normally fund companies that have USD 1 billion and more. We are nowhere near there, which is why we want to get to USD 1 billion. And then we are in the Caribbean and sometimes international finances don't look at Caribbean as an investable space. So after 2 years of due diligence and as I said before, Hurricane Melissa kind of opened the doors or the eyes or whatever it is to then fast track some of these things. So we are happy for that, which aligns with one of the question that you asked about is ability to raise capital -- is there other systemic risks that can affect our ability to raise capital? And I'm saying some of those risks that emanated actually is helping us because the international market is realizing that they have neglected the Caribbean region. And obviously, because we have been around 10 years, well, SCI has been around 8 years, but we as been around a decade come June, that kind of created track record, then that has kind of gotten us over the hope. I hope I've answered the question.
Unknown Executive
executiveAnd the final question online is from on line is from [indiscernible]. He is asking, does all Acrecent's dividend flow to Sygnus?
Jason Morris
executiveSo all the dividends that Acrecent pays, it's paying to the shareholders of Acrecent. And SCI currently probably 96% of Acrecent. So the 4% shareholders, they will also get a portion of that dividend.
David Cummings
executiveAll right. So thank you very much for the online questions. We now can go to some questions, gentleman in the green shirt. Please give us your name and go ahead with your question, sir.
Unknown Shareholder
shareholderGood afternoon. My name is [ Mackenzie ], shareholder. A 2 part. The first is a clarification. The resolution for the dividend referred to both interim dividends being approved for -- as final for the financial year ended June 2025. One of those dividends was paid in October, which is your smallest dividend that you have paid, as I recall on record. I am comparing that with what was said by Jason earlier on in his report that the financial year paid its highest dividend. And if the lower one in October is included in the part of the financial year, I couldn't say, "Oh, that year could have been the highest dividend." So I need a bit of clarification on that, one. And the second question is really one of curious from my part. If in the dividend that has been approved to be final, if there was a total vote against, what would be the protocol going forward?
Jason Morris
executiveWell, I will leave the second question to the expert at the back, Cerilin. The first question is that the dividend that we are referencing given that this is an Annual General Meeting considering the financial statements for the period ended June 2025 would have to my mind, reflected. So what I was discussing was the dividends that were paid during the financial year based on the annual report for the period ended June 2025, right, which was actually USD 3.2 million because we paid USD 1.61 million and USD 1.62 million or something like that. So that's the dividends that we are reflecting. I think the resolution here reflect the dividends that were paid on the financial results, which would be one dividend in April and then dividend in October, which you are right, would be USD 1.6 million and USD 1 million. That USD 1 million wasn't the smallest dividend in history. The smallest dividend in history was actually USD 438,000 in 2018.
David Cummings
executiveWe have a couple more minutes. Any more questions? Sorry, just hold a second please. There was a second part of the question with respect to -- Cerilin, could you take that?
Cerilin Hudson
executiveThat was in relation to whether or not if the shareholders had voted against the interim dividend being final. Well, that might have to go back to the directors because based on the assessment, the directors would have determined that the amount of, I think, [ USD 0.00272 and USD 0.00176 ], they would have assessed the profitability of the company and would have determined that, that is what they think the company is able to pay without in any way impinging on the financial viability. So we now have to take that back to the directors for them to determine how they want to treat with that.
Unknown Attendee
attendeeMr. Chairman, a minute about the dividends. As a minority shareholder, do J$ valid less than to the USD, earned US dollar [indiscernible]. First, use my money on [indiscernible] Sygnus Credit. [indiscernible]. Turn to Page 97, please. Financial -- fair value and financial instrument, Page 97, note 25(c). [indiscernible] Chairman, the company share financial assessment at fair value preference shares. [indiscernible] explanation on 2022, Mr. Chairman? Page 97, note 25(c).
Jason Morris
executiveFinancial assets measured at fair value, preference shares, and it says for 2025, $26,331,339.
Unknown Attendee
attendeeCash and cash equivalent, certificate of deposits, interest receivables, other receivables. Tell me Mr. Chairman, [indiscernible] .Interest receivable are [ $6,707,000 ]. Explain to the shareholders, Chairman, what make up the other receivables? The line item, explain a little bit on it, please.
Jason Morris
executiveSo what you want to know is the on the other receivables says $256,792, what is that makes that out? Or do you want that says interest receivables, $6,707,004? The bigger one or the smaller one?
Unknown Attendee
attendeeThe one is $77 million, short-term investment.
Jason Morris
executiveOkay. So you want short-term investment note of $77 million?
Unknown Attendee
attendeeYes, yes.
Jason Morris
executiveOkay. So very simply, that's -- those are actually investments that SCI makes that are -- so when you do -- when we are doing debt investments, right? And the debt investments can be classified as investment that mature between days and 1 year and then investment that mature between 1 year and 5 year and then above 5 years. So 0 to 12 months 0 to 1 year, they are called short term and the ones between 1 year and 5 called as medium term. So we have $77 million invested in short-term investment.
Unknown Attendee
attendeeMr. Chairman, is it due from related party? [indiscernible] others? With $77 million, everything come under others?
Jason Morris
executiveSo where are you?
Unknown Attendee
attendeeHold on. You have due from related parties, you have short-term investment. [indiscernible]. Everything come under others?
Unknown Executive
executiveJason, maybe just explain the entire makeup of that segment, so you understand what makes up that segment of the finances.
Jason Morris
executiveRight. So other receivables is a line item by itself. Due from related parties is a line item by itself. Short-term investment notes is a line item by itself. They don't have anything to do with each other.
Unknown Attendee
attendeeOkay. All right. The next one. I can turn to Page #76, yes, credit certificates of deposits. This company the group period of expense, client receivables, other receivables, gain of client receivables is the following. Now explain to me [indiscernible] 61 to 90 days, what changed that 60 days? What made up this others as $51,236,000 of the group 2025 and 2026, please?
Jason Morris
executiveNo, that's actually $51,236,000.
Unknown Attendee
attendeeYes, yes. Explain to me.
Jason Morris
executiveRight. So basically, receivables reflect monies that are owed to SCI, right? So if SCI invests $100 and it should get $10 in interest every quarter, then until it gets that $10 in interest, it's carried as interest receivable. If we did a transaction and other than the interest receivable, the party who is supposed to pay us owe us some money is carried as a receivable until that company, our party actually repay us the money. So that's what -- so what is classified as other receivables are simple items that are owed to the company that aren't really interest receivable, meaning it's not an investment that we did and we expect to get money from it, which are from time to time -- for example, we could even -- yes, from time to time, we do transactions of various types and the money that we are supposed to get back, we carry that as receivable. And then what we are doing is we are measuring how many days gone since the receivable has been outstanding. And it's important to measure that's. That's called aging of your receivables. So basically, you normally don't want to have a lot of receivables. That's, for example, more than 365 days outstanding. So we have a small amount of other receivables because this $51,000 and the balance sheet of SCI is $221 million. So it's like 0.00-something percent. So it's very small. So it's actually a good number.
Unknown Attendee
attendeeYes, last one. August 13 to October 28, 100% to 5.30% per annum. Give an explanation, top part?
Jason Morris
executiveWhich page is that?
Unknown Attendee
attendeeThe same page man. Certificate of deposit, top part, 6?
Jason Morris
executiveOkay. So this is the same that we had $449,405 in short-term deposits, which are held in bank accounts which is compared -- at the end of the financial year compared to $15,000 [indiscernible] the previous year. So we had a lot more investments on short-term deposits, which means that maybe it's because we had excess cash. We simply invest the cash in a safe investment that generated a small amount of return until we operate that money and redeploy it into our private credit investment.
Unknown Executive
executiveSo we have a question online.
David Cummings
executiveOne more question online, and that will be the final question. And then after the question, I will hand back to the Chairman. So go ahead with the last question.
Unknown Executive
executiveOkay. Andrew Bell is asking what risks keep the Board and investment manager up at night? And what risks are they both comfortable retaining?
Jason Morris
executiveSo very simply, the risk that keeps us up at night and if you fall asleep, they need to keep it up as well is monitoring the health of the portfolio companies. So you can have like general macro risks that are occurring, right? And you have to navigate your way through that, effectively is really the risk of portfolio companies. So we would have mentioned that we had Melissa and quite a number of portfolio companies need assistance, and we would have started providing assistance to many of them. And we have to also monitor the health of those financial companies and very early ensure that we put the appropriate strategies in place to help those companies similar to what we would have had to do when we were in COVID, which was a far worse situation because like you don't know whether the world was going to end or not. So I'm sure we'll get through this period. We also have some companies that are in Stage 2, meaning -- so if you think about how we classify risk you have Stage 1, which everything is going according to plan. Stage 2, we see enhanced risk or you have been -- we have had to restructure the terms of our investment to allow the company to breathe -- allow the company more room to achieve their corporate objectives as well as allow us to get back our money. And then Stage 3 is when the company is in default, right? So obviously, other companies that are in Stage 2, we have to ensure that we are monitoring and managing and working with those CEOs and CFOs of those companies to ensure that they get to the promise line so that we can get to promise line. So effectively, we are a credit business, and we, therefore, have to just simple watch credit risk and credit risk in short is really about ability to repay and willingness to repay. In some instances, people have ability and unwilling, but in most instances, it's really ability to repay. So we have to absolutely manage that, and we have an exceptional risk management framework, exceptional risk management team members and we have within the business different levels of risk management, right? We have first line of defense, second line of defense, third line of defense. So risk is our business. Once in the credit business, it's all about risk is -- cash flow is how do you get back your money, but also how do we be flexible to help businesses to survive and grow. Because at the same time, we also have companies now that are doing IPOs, et cetera, which they would never have been able to get to a stage where they can do an IPO if Sygnus Credit Investment didn't exist to help them and provide that capital when they needed it most. So it's a balancing act, but absolutely there's focus on those risks from the portfolio companies.
David Cummings
executiveSo thank you very much. That was the final question. I just want to say thank you very much to Mr. Jason Morris for the very substantial way in which you dealt with all of the questions. And thank you, of course, to the shareholders for all of your insightful questions about your company. So with that said, I'll move straight into the vote of thanks, after which I will invite the Chairman to come and give the closing remarks. So it is my distinct pleasure to move the vote of thanks on behalf of Sygnus Credit Investments and by extension, the entire Sygnus Group. Firstly, thank you to everyone who took the time to join us this morning into the afternoon, whether in person here at the AC Marriott Hotel or virtually. We sincerely appreciate your presence. It is worth repeating that we have and never will take you for granted and give you the continued assurance of our endless quest to grow your belief in SCI, to preserve your shareholder value, deliver great results and of course, pay dividends. Sygnus Credit Investments continues to be your company, and we assure you that the entire team is steadfast and laser-focused in their efforts to continue delivering these robust performances and results. Thank you to all the shareholders for considering and passing the 5 resolutions this morning. To the Chairman and Board of Directors of SCI, Mr. Linval Freeman; and to the President and CEO of the Sygnus Group, who's online, Mr. Beris Grey, thank you both for your continued robust leadership in guiding the company to achieve these annual results. We also express our gratitude to the innovative and industrious investment banking and investment management teams led by Mr. Gregory Samuels and Mr. Jason Morris, respectively, whose leadership and guidance have driven SCI to this outstanding performance, supported, of course, by the various business units within Sygnus. Most notable amongst those internal Sygnus teams that collaborate on a daily basis to deliver these results are the investment banking team, the investment management team, the finance team and the risk management team. And let me single out Justine, Stephen, Monique and Yashi as the yeoman of these teams. Thanks also to our auditors, KPMG, for their continued dedication and professionalism to audit the SCI accounts. As you're all aware, it takes a collaborative effort to successfully stage events of this nature. And so we now recognize those directly and indirectly involved in bringing this to a reality. First, we extend our thanks to our Vice President and Head of Legal and Compliance, Ms. Cerilin Hudson, her trusted Deputy, Mr. Andrew Foreman and their team who spent many hours in planning and organizing this Annual General Meeting. We are here today enjoying the harvest of their tireless labor to bring this meeting to fruition. Thank you also to the formidable Sygnus' marketing team led by Mrs. Elizabeth James and Mrs. Renee Rickards, who invested so much thoughtfulness and energy into creating and leading this production. Allow me to single out their first-class team of innovative practitioners and production specialists who built on their foundation. The production team includes the Affinity team who supports with the production, audio and videography coverage as well as online platform that facilitated your voting today; Agile, our long-standing and highly trusted IT partner; Reasons and Seasons for the decor you've seen; Jose, our videographer for the media footage that he always shares on multiple platform; and of course, the LH Multimedia for their consistently outstanding photography. The team also includes the [indiscernible] team for the design of the agenda and the annual report written by our investment management team. As always, the report is intuitive and makes for easy reading. We are also grateful to the media for the positive coverage of the report and these SCI results have received. We would like to express our appreciation to the management and staff at the AC Marriott Hotel for their impeccable hosting and support for this function. To all of the other unsung heroes behind the scenes who I may not have named, we acknowledge and thank you. Finally, thank you all for attending this Annual General Meeting of your company, Sygnus Credit Investments, and we look forward to seeing you next year. We wish God's blessings upon you, and may you all have a successful and productive 2026. Thank you. I now invite the Chairman to give a closing -- concluding remarks to the AGM.
Linval Freeman
executiveAll right. Thank you, David. You have been a good audience. Thank you very much for your participation and all that transpired here today. So with that vote of thanks, it brings us to the end of the formal part of the meeting. And I, therefore, declare the meeting closed. Thank you for your attendance, interest, and we look forward to your continued support. And if I didn't say it before, Happy New Year and may 2026 be the best year for everyone in this room, okay? Just by way of housekeeping, there may be shareholders who do not have your e-mail and record. So we want you to check, we want to make sure while I was here, I got a call from a shareholder who wasn't aware of the AGM here today because he doesn't have an e-mail and record. So I want to make sure that you all have proper e-mails and record. And the second thing, we want to start issuing checks. So we are encouraging everybody to get registered with the JCSD so they can actually have direct deposits to your accounts because check now is an olden day thing now as we move forward into the digital world. Okay? And so those are my 2 announcements. Thank you again. Thank you, everyone, for being here today and my best wishes. Thank you.
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