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Rating action

Scope Ratings GmbH (Scope) has today assigned a first-time issuer rating of B-/Stable to Maltese investment holding company Samara Asset Group Plc (Samara). Scope has also assigned a first-time rating of B to the senior secured bond issued by Samara.

The full list of rating actions and rated entities is at the end of this rating action release.

Key rating drivers

Business risk profile: B (initial). The portfolio’s diversification and liquidity support the business risk profile but concerns around portfolio sustainability and the investment philosophy are constraints.

Samara’s investment portfolio is exposed to a mix of low-cyclicality sectors: healthcare (34% of gross asset value; industry risk profile of A), technology (32%; BBB), business services (15%; BB), and asset management (15%; BBB). Samara also holds a stake in listed technology company Northern Data AG. However, these strengths are of limited relevance for the business risk profile as none of the investments generate recurring income through cash streams to Samara.

In fact, Samara’s current investment strategy revolves around the realisation of capital gains, particularly from digital assets such as bitcoin and its investment in Northern Data. This results in a lack of core recurring-income-generating holdings, which significantly weakens the sustainability of its portfolio.

Nonetheless, the fund portfolio is highly diversified, comprising over 700 companies across 10 sectors. Importantly, no single company accounts for more than 10% of net asset value, ensuring low concentration risk. Furthermore, the portfolio is diversified across various regions and countries.

While Samara’s geographical diversification and low concentration of individual holdings support an investment grade assessment for portfolio diversification, its fund portfolio remains concentrated in technology-related sectors. This reflects its focus on rapidly evolving areas and advanced technology segments such as fintech and blockchain, which are inherently linked to innovation cycles and exhibit the market volatility associated with emerging technologies.

The liquid part of the portfolio is largely tied to the market performance and volatility of Northern Data and bitcoin. Northern Data’s stock price is around EUR 25, which reflects a sharp 44% decline from EUR 44.35 at end-2024. The price of bitcoin also exhibits strong volatility: it was around EUR 60,000 in mid-2024 and climbed to around EUR 92,000 by mid-2025.

Samara follows a buy-and-hold strategy focused on early-stage growth funds or holdings and has limited involvement in or influence on the management of its underlying holdings. This is unlike traditional investment holding companies, which typically aim to diversify by asset type and creditworthiness and have a split of minority and majority stakes to have influence over core holdings, often distinguishing between core and developing portfolio segments. Samara’s investment focus inherently limits the transparency and predictability of its net asset value development due to the higher volatility and valuation uncertainty of such investments.

Financial risk profile: B- (initial). Samara's financial risk profile is constrained by the absence of recurring income and its effect on cost coverage at the holding level, although the moderate leverage is supportive.

Scope’s calculation of total cost cover* for investment holding companies considers only recurring income and excludes cash proceeds from asset disposals. This significantly constrains Samara’s financial risk profile assessment given the absence of recurring income from its investment portfolio. The company currently relies on proceeds from the sale of assets to meet financing and other holding costs.

Leverage as measured by the loan/value (LTV) ratio is moderate at 20%. However, the metric is derived from the market value of the portfolio, which is exposed to market volatility. For example, during 2021-2022, portfolio value halved following a sharp drop in the price of both bitcoin and Northern Data. The strategic shift towards investment funds has partially mitigated this volatility, though these funds remain susceptible to market fluctuations as they are reported at fair value. Scope’s sensitivity analysis shows that an asset value decline of 50%, assuming a constant debt level, would cause LTV to rise to 35%, triggering a financial covenant breach¹.

Samara’s liquidity is adequate despite liquidity coverage of below 100% in recent years and projections indicating similar levels until 2026. The reliance on asset disposal proceeds continues to drive volatility in liquidity coverage. However, this risk is largely mitigated by the availability of liquid assets, primarily bitcoin, which are managed in line with the company’s strategic treasury framework with its strong focus on bitcoin.

Supplementary rating drivers: credit-neutral (initial). The rating does not incorporate any adjustments related to parent support, peer group considerations, or governance and structure.

In 2023, Samara agreed to acquire several limited-partnership venture funds from its parent company, Apeiron Investment Group, funded partly by Samara issuing shares to Apeiron, which creates overlap. However, Samara provides transparency through regulatory disclosures: it clearly outlined the structure, share-based payments and valuation of the assets shortly after announcing the transaction; and it publicly disclosed all fund flows and share issuances tied to Apeiron through press releases and shareholder notices.

Despite strong growth, the portfolio is yet to reach a size that can easily withstand valuation changes that can affect credit metrics and financing conditions. However, the limited portfolio size did not result in a negative notch adjustment.

Outlook and rating sensitivities

The Stable Outlook is supported by a comfortable LTV of around 20% as of Q1 2025. However, the Outlook also reflects the absence of recurring income (as defined by Scope’s investment holding companies’ methodology) and the reliance on asset disposals to cover holding costs.

The upside scenario for the ratings and Outlook is:

1. Improved portfolio sustainability through a greater number of cash-generating assets that provide recurring cash-income at the holding level

The downside scenarios for the ratings and Outlook are (individually):

1. Increasing liquidity constraints, for example, due to a breach of existing debt covenants
    
2. LTV ratio approaching 35%

Debt rating

Scope has assigned a B rating to the senior secured bond (ISIN: NO0013364398) issued by Samara, one notch higher than the issuer rating. This reflects the above-average recovery expectations for the senior secured debt in a hypothetical default scenario, accounting for an estimated enterprise value at default on a liquidation basis.

The security package backing the debt is composed of pledges over nearly all fund investments and digital assets traded on any exchange and held in a securities account under the guarantor (Samara Asset Holdings LTD). The size of bond may be increased subject to an incurrence test (LTV below 25%) which limits the overall recovery expectations.

Environmental, social and governance (ESG) factors

Overall, ESG factors have no impact on this credit rating action.

However, governance risks are posed by the related-party deals with parent company Aperion, which include share issuances, asset acquisitions and fund backing. However, these risks are mitigated by the issuer through its regulated public disclosures, approving shareholder vote, and audited valuation mechanisms. Management also confirms that Apeiron uses independent fund managers.

All rating actions and rated entities

Samara Asset Group Plc

Issuer rating: B-/Stable, new

Senior secured bond (ISIN: NO0013364398) rating: B, new

*All credit metrics refer to Scope-adjusted figures.

1. The company is subject to two financial covenants: i) LTV: total net interest-bearing debt must remain below 35% of the total asset value. ii) secured LTV: total net bond debt must remain below 35% of the limited asset value, which includes investments in funds and digital assets (46 bitcoin).

Stress testing & cash flow analysis
No stress testing was performed. Scope Ratings performed its standard cash flow forecasting for the company.

Methodology
The methodologies used for these Credit Ratings and/or Outlook, (General Corporate Rating Methodology, 14 February 2025; Investment Holding Companies Rating Methodology, 16 May 2025), are available on https://scoperatings.com/governance-and-policies/rating-governance/methodologies.
Information on the meaning of each Credit Rating category, including definitions of default, recoveries, Outlooks and Under Review, can be viewed in ‘Rating Definitions – Credit Ratings, Ancillary and Other Services’, published on https://www.scoperatings.com/governance-and-policies/rating-governance/definitions-and-scales. Historical default rates of the entities rated by Scope Ratings can be viewed in the Credit Rating performance report at https://scoperatings.com/governance-and-policies/regulatory/eu-regulation. Also refer to the central platform (CEREP) of the European Securities and Markets Authority (ESMA): http://cerep.esma.europa.eu/cerep-web/statistics/defaults.xhtml. A comprehensive clarification of Scope Ratings’ definitions of default and Credit Rating notations can be found at https://www.scoperatings.com/governance-and-policies/rating-governance/definitions-and-scales. Guidance and information on how environmental, social or governance factors (ESG factors) are incorporated into the Credit Rating can be found in the respective sections of the methodologies or guidance documents provided on https://scoperatings.com/governance-and-policies/rating-governance/methodologies.
The Outlook indicates the most likely direction of the Credit Ratings if the Credit Ratings were to change within the next 12 to 18 months.

Solicitation, key sources and quality of information
The Rated Entity and/or its Related Third Parties participated in the Credit Rating process.
The following substantially material sources of information were used to prepare the Credit Ratings: public domain, the Rated Entity and Scope Ratings' internal sources.
Scope Ratings considers the quality of information available to Scope Ratings on the Rated Entity or instrument to be satisfactory. The information and data supporting these Credit Ratings originate from sources Scope Ratings considers to be reliable and accurate. Scope Ratings does not, however, independently verify the reliability and accuracy of the information and data.
Prior to the issuance of the Credit Rating action, the Rated Entity was given the opportunity to review the Credit Ratings and/or Outlook and the principal grounds on which the Credit Ratings and/or Outlook are based. Following that review, the Credit Ratings and/or Outlook were not amended before being issued.

Regulatory disclosures
These Credit Ratings and/or Outlook are issued by Scope Ratings GmbH, Lennéstraße 5, D-10785 Berlin, Tel +49 30 27891-0. The Credit Ratings and/or Outlook are UK-endorsed.
Lead analyst: Zurab Zedelashvili, Senior Director
Person responsible for approval of the Credit Ratings: Sebastian Zank, Managing Director
The Credit Ratings/Outlook were first released by Scope Ratings on 11 July 2025.

Potential conflicts
See www.scoperatings.com under Governance & Policies/Regulatory for a list of potential conflicts of interest disclosures related to the issuance of Credit Ratings, as well as a list of Ancillary Services and certain non-Credit Rating Agency services provided to Rated Entities and/or Related Third Parties.

Conditions of use/exclusion of liability
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