Annual Financial Report
TWENTYFOUR SELECT MONTHLY INCOME FUND LIMITED
REPORT AND AUDITED FINANCIAL STATEMENTS
For the period from 12 February 2014 (date of incorporation) to 30 September 2014
The Directors of TwentyFour Select Monthly Income Fund Limited
announce the results for the period from 12 February (date of incorporation)
2014 to 30 September 2014. The Report will shortly be available via the
Company's Portfolio Manager's website www.twentyfouram.com and will shortly be
available for inspection online at www.hemscott.com/nsm.do.
SUMMARY INFORMATION
The Company
TwentyFour Select Monthly Income Fund Limited (the "Company") was
incorporated with limited liability in Guernsey, as a closed-ended investment
company on 12 February 2014. The Company's shares were listed with a Premium
Listing on the Official List of the UK Listing Authority and admitted to
trading on the Main Market of the London Stock Exchange on 10 March 2014.
Investment Objective and Investment Policy
The Company's investment objective is to generate attractive risk
adjusted returns, principally through income distributions.
The Company's investment policy is to invest in a diversified portfolio of
credit securities.
The portfolio may be comprised of any category of credit security,
including, without prejudice to the generality of the foregoing, bank capital,
corporate bonds, high yield bonds, leveraged loans, payment-inkind notes and
asset backed securities. The portfolio will include securities of a less
liquid nature. The portfolio will be dynamically managed by TwentyFour Asset
Management LLP (the "Portfolio Manager") and, in particular, will not be
subject to any geographical restrictions.
The Company maintains a portfolio diversified by issuer; the
portfolio comprises at least 50 Credit Securities. No more than 5 per cent of
the portfolio value will be invested in any single Credit Security or issuer
of Credit Securities, tested at the time of making or adding to an investment
in the relevant Credit Security. Uninvested cash, surplus capital or assets
may be invested on a temporary basis in:
- Cash or cash equivalents, money market instruments, bonds,
commercial paper or other debt obligations with banks or other counterparties
having a ``single A'' or higher credit rating as determined by any
internationally recognised rating agency which, may or may not be registered
in the EU; and
- Any ``government and public securities'' as defined for the
purposes of the Financial Conduct Authority (the "FCA") Rules.
Efficient portfolio management techniques are employed by the
Company, such as currency hedging, interest rate hedging and the use of
derivatives to manage key risks such as interest rate sensitivity and to
mitigate market volatility. The Company's currency hedging policy will only be
used for efficient portfolio management and not to attempt to enhance
investment returns.
The Company will not employ gearing or derivatives for investment
purposes. The Company may use borrowing for short-term liquidity purposes,
which could be achieved through a loan facility or other types of
collateralised borrowing instruments including repurchase transactions and
stock lending. The Articles will restrict the borrowings of the Company to 10%
of the Company's Net Asset Value("NAV")at the time of drawdown.
The Company has a target net total return on the original issue
price of between 8 and 10 % per annum. There is no guarantee that this can or
will be achieved.
Shareholder Information
Northern Trust International Fund Administration Services
(Guernsey) Limited (the "Administrator") is responsible for calculating the
NAV per share of the Company. The unaudited NAV per Ordinary Share will be
calculated as at the close of business on every Wednesday that is also a
business day and the last business day of every month and will be announced by
a Regulatory Information Service the following business day.
Financial Highlights
30.09.14
Total Net Assets £123,194,466
Net Asset Value per share 98.41p
Share price at 30 September 2014 102.75p
Premium to Net Asset Value 4.41%
Dividends paid in period 3.07p
As at 15 January 2015, the premium had moved to 3.67%. The estimated
NAV per share and share price stood at 93.81p and 97.25p respectively.
Ongoing Charges
Ongoing charges for the period ended 30 September 2014 have been
calculated in accordance with the Association of Investment Companies (the
"AIC")recommended methodology. The ongoing charges for the period ended 30
September 2014 were 1.16%.
CHAIR'S STATEMENT
for the period from 12 February 2014 (date of incorporation) to 30 September 2014
The IPO of the Company in March raised slightly in excess of £100
million, in line with the amount which the Portfolio Manager thought was
feasible to deploy in the market in an efficient manner over a three-month
ramp-up period. The Board were very pleased to have successfully raised such a
significant amount of interest from a diverse shareholder base for a Fixed
Income product, given the underlying low yield environment.
The investment of the initial portfolio was completed slightly
ahead of the Portfolio Manager's target of 3 months, with the expected level
of diversity and target yield, to achieve the pre-determined gross monthly
dividend of 0.5p per share.
Given the ongoing but incremental investment opportunities, the
Company accessed these opportunities through the ongoing issuance of shares
made possible under the placing programme established in the Company's
prospectus dated 18 February 2014. The Board has delegated implementation of
the placing programme subject to pre-determined parameters and on the proviso
that the cash holding in the Company is less than 5% of the Net Asset Value.
As at 30 September 2014 the Company has issued an additional £23.2m of shares
in response to investor appetite. However, the underlying market conditions
have driven the decision on whether or not to accept new investments and since
the launch of the Company the Portfolio Manager has, on occasion, advised
against issuing additional shares due to a lack of suitable investment
opportunities.
The Company's shares traded at a premium during the accounting
period. The Company's issued share capital as at 30 September 2014 consisted
of 125,185,881 Ordinary Shares.
Our performance expectations continue to be positive with central
bank support likely to remain a medium term theme before markets begin to
return to normality. Interest rates are likely to remain artificially low for
a prolonged period which in turn will help to keep corporate default rates
low. Volatility is however expected to increase, as geopolitical risks remain
high and as market expectations of US rate rises slowly increase. However, the
Portfolio Manager views these periods of enhanced volatility as an opportunity
to source suitable investments.
Bearing in mind the yield widening noted in the Bank ofAmerica
Merrill Lynch Euro High Yield Index (at the end of March 2014 it was 3.7%,
falling to a low of 3.44% in mid-May; also, over the same period the Sterling
Index yield widened from 4.8% in mid-May to 6.2% in mid-October and is
currently at 5.75%) and the time period in which this happened, the Company
suffered in line with the general market as prices were marked down, and at
the end of the period the NAV was below the 100 issue, at 98.41. The general
risk-off sentiment that has prevailed over the last 6 months accompanied by
very poor liquidity and a reluctance by trading desks to position bonds, has
also resulted in the bid-offer spread widening, with a negative impact on
mark-to-market prices. On a more positive note, whilst the NAV of the fund has
suffered, the managers have added very attractive risk-reward bonds from new
monies raised, leaving the fund well positioned for market conditions.
The Company's policy is to pay out a fixed 0.5p per share dividend
on a monthly basis from July 2014, with any excess income paid out in the
month following the Company's financial period end, which from next year will
be a 12 month period; the annualised dividend for the period since inception
to 30 September is ahead of target at 5.56%.
The Company declared dividendsfor the period ended 30th September
2014 of 3.07p per share.
Currently the fund is generating yield in excess of 6% net of fees
and the Portfolio Manager continues to source suitable investments to meet the
minimum yield requirements. However, going forward the Portfolio Manager
expects the anticipated European Central Bankquantitative easing programme to
tighten spreads and reduce yields across fixed income products. To meet this
challenge, the Portfolio Manager recognisesit may have to be opportunistic
around the timing of new investments and take advantage of periods of market
stress and volatility in order to meet the minimum yield target without
diluting the underlying credit quality of the portfolio.
Claire Whittet
15 January 2015
PORTFOLIO MANAGER'S REPORT
for the period from 12 February 2014 (date of incorporation) to 30
September 2014
Investment Review
The Company launched with slightly in excess of £100 million in
capital in March 2014, the proceeds of which were invested in line with the
expected 3 month ramp-up period indicated to investors during the pre-launch
marketing.
Since the Company launch there have been further capital issuance,
in accordance with the Company's prospectus which allows ongoing placement if
the Portfolio Manageris able to source suitable assets for the Company. As at
the end of September 2014 the equity issued since the IPO was £23.2 million
(total market capitalisation to£128,628,493).
The Company is intended to be an unconstrained fixed income
vehicle, able to take advantage of any illiquidity premium associated with
seasoned off-the-run bonds and legacy issues. That said, the underlying
portfolio components are broadly in line with the preferred sectors that were
highlighted during the marketing period; namely Asset Backed Securities, Bank
Capital and High Yield corporate bonds. There are no constraints in terms of
geographical diversity but the asset allocation bias of the Company is
European and to date there has been no migration from this.
The Company launched during a period that coincided with
unprecedented Central Bank intervention which created an extremely strong
market appetite for credit, resulting in spreads testing recent historic tight
levels. As a result, the Portfolio Manager faced a greater challenge than
anticipated in sourcing suitable credits at opportunistic spreads, given the
Company'starget is to pay a gross monthly dividend of 0.5p. Consequently,
since the launch of the Company the Portfolio Manager has, on a number of
occasions, advised against investor requests for additional share issuance,
due to a lack of suitable investment opportunity.
Towards the end of June 2014, and just four months after the launch
of the Company, market sentiment underwent an abrupt change. An overhang of
tight new issues, concerns about the commencement of rising US base rates, the
impending AQR/bank stress-test results and increasing geo-political risks
combined to send prices across all risk assets into decline just ahead of the
Bank's quarter-end reporting date which had a dramatic adverse effect on
available market liquidity. This period of market stress acted as a negative
drag on markets over the summer period, particularly in the higher beta
sectors of High Yield and Bank capital. As a result the Company's NAV remained
close to par, although on a positive note the ability to source suitable
credits at attractive spreads has been greatly enhanced.
The recovery across the established economies remains fragile and
the sluggish growth across the majority of emerging nations remains
disappointing. In addition, the Eurozone continues to be challenged with high
levels of unemployment, low inflation and a high burden of indebtness. The
recovery process is therefore expected to be slow with continued Central Bank
intervention. The Company's portfolio has been selected with a bias towards
this slow incremental recovery. In addition the European Central Bank seems
increasingly likely to invoke further economic stimulus and a rate increase is
likely to be further away compared to the US or to the UK, again supporting
credit spread performance.
In September the market was rocked by the resignation of Pimco's
Bill Gross, which sparked short term selling, but seemed unlikely to have a
longer term impact. Given the uncertain backdrop, and the fluctuation in the
market technicals, the performance of the Company has been positive since its
launch and the opportunity for enhanced returns has improved for the near-term
future.
The Company's policy is to hedge currency risk and total exposure
per foreign currency is calculated and hedged as a whole. Any movement in
currency rates are monitored on a daily basis and at each valuation point; the
Portfolio Manager operates a strict currency exposure threshold of +/-0.50%
and adjusts the currency hedge as necessary. The hedging policy is only used
for efficient portfolio management and not as an attempt to enhance investment
returns. If we exclude the unrealised position of the open contracts as at 30
September 2014, the Net Foreign Currency Gains for the period reported in the
Statement of Comprehensive Income is largely offset by unrealised currency
losses on investments.
The Portfolio Manager believes that the current macro backdrop is
highly likely to result in continued Central Bank intervention and support and
this in turn is expected to result in further tightening of credit spreads. As
such one of the key challenges going forward is the re-investment risk in
order to maintain the minimum dividend, without a deterioration in asset
quality. Fortunately, a combination of reduced market liquidity and heightened
uncertainty continues to result in spikes of volatility. The Portfolio Manager
recognises the need to use these periods of heightened volatility to source
assets and increase the running yield of the Company; but recognise this may
become more challenging over the medium term and this may result in agreeing
less new issuance of Company shares.
Since the Company was launched yields have cheapened quite
significantly, meaning bonds maturing now can be reinvested at better yields
than previously achieved. As an example, the yield on the Bank of America
Merrill Lynch Euro High Yield Index at the end of March 2014 was 3.7%, falling
to a low of 3.44% in mid-May, the period in which the initial funds were
invested. As a contrast, the yield on this index reached a high of 4.67% in
mid-October and is currently at 4.2% meaning the Portfolio Manager has been
able to reinvest any maturing bonds at much improved yields. The overall
mark-to-market yield on the Company is now 7.82%, in comparison to a purchase
yield of 7.3% achieved in May last year.
With geopolitical, Eurozone, oil and UK and US rate-rising risks
currently to the fore, it is unlikely that yields could rally to the extent
that reinvestment risk becomes a major factor, in the medium term at least.
The spread duration on the Company is currently at 3.8 years, providing
security against short term maturities.
Overall, the managers do not have any concerns around finding bonds
that meet the dividend hurdle and also do not expect reinvestment risks to
pose any threat to this in the medium term.
TwentyFour Asset Management LLP
15 January 2015
TOP TWENTY HOLDINGS
As at 30 September 2014
Percentage
of Net
Nominal/ Credit Security Fair Value * Asset
Shares Sector £ Value
NWIDE 10 1/4 06/29/49 29,000 Banks 3,588,565 2.91
HASTNS 8 10/21/20 3,050,000 Insurance 3,210,125 2.61
ABBEY 10 3/8 2,000,000 Banks 2,895,000 2.35
AVOCA 11X F 4,000,000 Asset Backed Security 2,859,518 2.32
HPARK 1X E 3,900,000 Asset Backed Security 2,820,952 2.29
LVFRSC 6 1/2 05/22/43 2,750,000 Insurance 2,817,939 2.29
JUBIL 2014-12X F 3,950,000 Asset Backed Security 2,793,250 2.27
SPAUL 3X F 3,700,000 Asset Backed Security 2,666,917 2.16
MTNLN 6 7/8 06/01/19 2,700,000 High Yield 2,625,210 2.13
VOYCAR 11 02/01/19 2,250,000 High Yield 2,469,375 2.00
AQUIL 2006-1X E 3,500,000 Asset Backed Security 2,466,250 2.00
ACAFP 7 1/2 04/29/49 2,500,000 Banks 2,465,625 2.00
UCGIM 8.5925 12/29/49 2,120,000 Banks 2,319,386 1.88
ARGID 8 3/8 06/15/19 3,000,000 High Yield 2,314,315 1.88
TVNPW 11 01/15/21 2,500,000 High Yield 2,305,549 1.87
BACR 7 06/15/49 2,362,000 Banks 2,279,330 1.85
VIRGMN 7 7/8 07/29/49 2,200,000 Banks 2,260,465 1.83
LLOYDS 7 5/8 12/29/49 2,180,000 Banks 2,182,507 1.77
TMFG 9 7/8 12/01/19 2,600,000 High Yield 2,147,560 1.74
BUTSAS 7 3/8 09/15/19 3,000,000 High Yield 2,144,833 1.74
* Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. For further information please refer to
note 2.
BOARD MEMBERS
Biographical details of the Directors are as follows:
Claire Whittet - (Chair) (age 59)
Ms Whittet is a resident of Guernsey and has over 35 years'
experience in the banking industry and since 2003 has been a Director and,
more recently, Managing Director and Co-Head of Rothschild Bank International
Ltd and a Director of Rothschild Bank (CI) Ltd. Ms Whittet is also a
non-executive director of a number of listed funds. Ms Whittet began her
career at the Bank of Scotland where she was for 19 years in a variety of
personal and corporate finance roles. Subsequently, Ms Whittet joined Bank of
Bermuda and was Global Head of Private Client Credit before taking up her
current position at Rothschild.
Ms Whittet holds an MA from Edinburgh University, is a member of
the Chartered Institute of Bankers in Scotland, a member of the Chartered
Insurance Institute, a Chartered Banker, a member of the Institute of
Directors and holds the Institute of Directors Diploma in Company Direction.
Ms Whittet was appointed to the Board on 12 February 2014.
Christopher F. L. Legge - (Non-executive Director) (age 59)
Mr Legge is a Guernsey resident and worked for Ernst & Young in
Guernsey from 1983 to 2003. Having joined the firm as an audit manager in
1983, he was appointed a partner in 1986 and managing partner in 1998. From
1990 to 1998, he was head of Audit and Accountancy and was responsible for the
audits of a number of banking, insurance, investment fund, property fund and
other financial services clients. He also had responsibility for the firm's
training, quality control and compliance functions. He was appointed managing
partner for the Channel Islands region in 2000 and merged the business with
Ernst & Young LLP in the United Kingdom. He retired from Ernst & Young in
2003.
Mr Legge currently holds a number of non-executive directorships in
the financial services sector including BH Macro Limited (FTSE 250) where he
is Senior Independent Director.He also chairs the Audit Committees of several
UK listed companies. He is an FCA and holds a BA (Hons) in Economics from the
University of Manchester. Mr Legge was appointed to the Board on 12 February
2014.
Thomas H. Emch - (Non-executive Director) (age 71)
Mr Emch is an independent Board member and consultant. He graduated
from the University of Zurich (lic.oec.publ.) and IMD (PED) in Lausanne.
During his professional career he successively was European Treasurer of
Litton International, SVP of Banque Paribas Suisse, EVP of Lombard Odier & Co.
and CEO of Royal Bank of Canada (Suisse), a position he held for 11 years
until his retirement in 1999. Throughout his banking career, he served on the
Boards of numerous companies and professional associations in Switzerland and
abroad. Mr Emch was appointed to the Board on 12 February 2014.
Ian Martin - (Non-executive Director) (age 51)
Ian Martin has over 30 years experience in finance gathered in a
variety of multi asset investment focussed roles in the UK, Hong Kong,
Switzerland and Uruguay.More recently he was the CIO and Head of Asset
Management and Research at Lloyds Bank in Geneva and then Head of Bespoke
Portfolio Management and Advisory for key clients in UBP Bank in
Geneva.Previous roles have included senior roles in equity derivatives and
trading as well as CIO and Managing Director of a Fund of Hedge fund company
in the UK. Currently he is also a Director ofAvenue Capital Credit
Opportunities Limited. Mr Martin was appointed to the Board on 15 July 2014.
DISCLOSURE OF DIRECTORSHIPS IN PUBLIC COMPANIES LISTED ON RECOGNISED STOCK
EXCHANGES
The following summarises the Directors' directorships in other
public companies:
Company Name Stock Exchange
Claire Whittet (Chair)
BH Macro Limited London, Bermuda and Dubai
International Public Partnerships Limited London
Christopher Legge
Ashmore Global Opportunities Limited London
Baring Vostock Investments PCC Limited Channel Island
BH Macro Limited London, Bermuda and Dubai
John Laing Environmental Assets Group Limited London
Sherborne Investors (Guernsey) B Limited London
Third Point Offshore Investors Limited London
Schroder Global Real Estate Securities Limited London
Ian Martin
Avenue Capital Credit Opportunities Limited London
DIRECTORS' REPORT
The Directors present their first Report and Audited Financial
Statements (the "Financial Statements") for the period from 12 February 2014
(date of incorporation) to 30 September 2014.
Business Review
The Company
TwentyFour Select Monthly Income Fund Limited (the "Company") was
incorporated with limited liability in Guernsey, as a closed-ended investment
company on 12 February 2014. The Company's Shares were listed with a Premium
Listing on the Official List of the UK Listing Authority and admitted to
trading on the Main Market of the London Stock Exchange on 10 March 2014.
On 10 March 2014, through a placing of 91,130,181 Ordinary Shares and
applications for 11,605,700
Ordinary Shares by way of an Offer for Subscription, the Company raised
£102.7million.
During the period from June to September 2014, the Company raised
an additional £23,210,920 through the issue of ÂÂÂ22,450,000 Ordinary Shares
at a weighted premium to NAV of 3.17%.
Investment Objective and Policy
The Company's investment objective is to generate attractive risk
adjusted returns, principally through income distributions.
The Company's investment policy is to invest in a diversified
portfolio of credit securities.
The portfolio may be comprised of any category of credit security,
including, without prejudice to the generality of the foregoing, bank capital,
corporate bonds, high yield bonds, leveraged loans, payment in-kind notes and
asset backed securities. The portfolio will include securities of a less
liquid nature. The portfolio will be dynamically managed by the Portfolio
Manager and, in particular, will not be subject to any geographical
restrictions.
The Company maintains a portfolio diversified by issuer; the
portfolio comprises at least 50 Credit Securities. No more than 5 per cent. of
the portfolio value will be invested in any single Credit Security or issuer
of Credit Securities, tested at the time of making or adding to an investment
in the relevant Credit Security. Uninvested cash or surplus capital or assets
may be invested on a temporary basis in:
- Cash or cash equivalents, money market instruments, bonds,
commercial paper or other debt obligations with banks or other counterparties
having a ``single A'' or higher credit rating as determined by any
internationally recognised rating agency which, may or may not be registered
in the EU; and
- Any ``government and public securities'' as defined for the
purposes of the FCA Rules.
Efficient portfolio management techniques are employed by the
Company, such as currency hedging, interest rate hedging and the use of
derivatives to manage key risks such as interest rate sensitivity and to
mitigate market volatility. The Company's currency hedging policy will only be
used for efficient portfolio management and not to attempt to enhance
investment returns.
Discount/Premium to Net Asset Value
The Board monitors and manages the level of the share price
discount/premium to Net Asset Value ("NAV"). In managing this, the Company
operates a share buyback facility whereby it may purchase, subject to various
terms as set out in its Articles and in accordance with The Companies
(Guernsey) Law, 2008, up to 14.99% of the Company's Ordinary Redeemable Shares
in issue immediately following Admission for trading in the London Stock
Exchange.
The Company also offers investors a Quarterly Tender, contingent on
certain factors, to provide Shareholders with a quarterly opportunity to
submit Ordinary Shares for placing or repurchase by the Company at a price
representing a discount of no more than 2 per cent. to the then prevailing
NAV. For additional information refer to note 15.
Shareholder Information
The Administrator is responsible for calculating the NAV per Share
of the Company. The unaudited NAV per Ordinary Share will be calculated as at
the close of business on every Wednesday that is also a business day and the
last business day of every month and will be announced by a Regulatory
Information Service the following business day.
Going Concern
The Directors believe that it is appropriate to adopt the going
concern basis in preparing the Financial Statements in view of its holding in
cash and cash equivalents and the liquidity of investments and the income
deriving from those investments, meaning the Company has adequate financial
resources to meet its liabilities as they fall due.
The Company also achieved its dividend target of 1.5 pence per
Ordinary Share for the period ended 30 September 2014.
Results
The results for the period are set out in the Statement of
Comprehensive Income. The Directors paid income distributions of £3,777,348
for the period ended 30 September 2014, a breakdown of which can be found in
note 18.The 30 September 2014 distribution which was declared on 9 October
2014 was paid on 31 October 2014.
Distributions made with respect to any income period comprise (a)
the total income of the portfolio for the period, and (b) an additional amount
paid out of capital to reflect any additional income in the course of any
share subscriptions that took place during the period.Including additional
income in this way ensures that the income yield of the shares is not diluted
as a consequence of the issue of new shares during an income period.
PortfolioManager
The portfolio management fee is payable to the Portfolio Manager,
TwentyFour Asset Management LLP, monthly in arrears at a rate of 0.75% per
annum of the lower of NAV, which is calculated weekly on each valuation day
and on the last business day of each month, or market capitalisation of each
class of share.For additional information refer to note 13.
The Board consider that the interests of Shareholders, as a whole,
are best served by the ongoing appointment of the Portfolio Manager to achieve
the Company's investment objectives.
On 1 October 2014 the Board visited the Portfolio Manager to gain
an increased understanding of their systems and valuation methodologies and to
meet them in their working environment and at the same time took the
opportunity to meet with the Alternative Investment Fund Manager ("AIFM").
Such visits are to be an on-going occurrence.
Alternative Investment Fund Manager
Alternative investment fund management services are provided by
Phoenix Fund Services (UK) Limited ("Phoenix")whose appointmentbecame
effective on 22 July 2014. The AIFM fee is payable quarterly in arrears at a
rate of 0.07% of the Net Asset Value of the Company below £50 million, 0.05%
on Net Assets between £50 million and £100 million and 0.03% on Net Assets in
excess of £100 million.For additional information refer to note 14.
Custodian and Depositary
Northern Trust (Guernsey) Limited has been appointed as Custodian
of such assets as are deposited with it pursuant to the Custody Agreement
dated 17 February 2014. On 1 May 2014, the Custody Agreement was terminated
and Northern Trust (Guernsey) Limited was appointed Depositary. The terms of
the Depositary agreement dated 17 February 2014 (and effective 1 May 2014),
allow Northern Trust (Guernsey) Limited to receive professional fees for
services rendered. For additional information refer to note 14.
Directors
The Directors of the Company during the period and at the date of
this Report are set outabove.
Directors' and Other Interests
As at 30 September 2014, Directors of the Company held the following
Ordinary Shares beneficially:
Number of
Shares
Claire Whittet 10,000
Christopher Legge 25,000
Thomas Emch 25,000
Ian Martin -
Corporate Governance
To comply with the UK Listing Regime, the Company must comply with
the requirements of the UK Corporate Governance Code. The Company is also
required to comply with the Code of Corporate Governance issued by the
Guernsey Financial Services Commission.
The Company is a member of the AIC and by complying with the AIC Code of
Corporate Governance ("AIC Code") is deemed to comply with both the UK and
Guernsey Codes of Corporate Governance.
The Board has considered the principles and recommendations of the
AIC Code, by reference to the guidance notes provided by the AIC ("AIC
Guide"), and consider that reporting against these will provide better
information to shareholders. To ensure ongoing compliance with these
principles the Board reviews a report from the Corporate Secretary, at each
quarterly meeting, identifying how the Company is in compliance and
identifying any changes that might be necessary.
The Company has complied with the recommendations of the AIC Code
throughout the accounting period and thus the relevant provisions of the UK
Corporate Governance Code, except as set out below.
The UK Corporate Governance Code includes provisions relating to:
- the role of the Chief Executive
- Executive Directors' remuneration
- the need for an internal audit function
- the whistle blowing policy
- the role of the Senior Independent Director
For the reasons set out in the AIC Guide, and as explained in the
UK Corporate Governance Code, the Board considers these provisions are not
relevant to the position of the Company as it is an externally managed
investment company. The Company has therefore not reported further in respect
of these provisions. The Directors are all non-executive and the Company does
not have employees, hence no whistle-blowing policy is required for the
Company. The key service-providers all have whistleblowing policies in place.
Details of compliance with the AIC Code are noted in the succeeding
pages. There have been no instances of non-compliance, other than those noted
above.
The Company has adopted a policy that the composition of the Board
of Directors, which is required by the Company's Articles to comprise of at
least two persons, is at all times such that a majority of the Directors are
independent of the Portfolio Manager and any company in the same group as the
Portfolio Manager; the Chair of the Board of Directors is free from any
conflicts of interest and is independent of the Portfolio Manager and of any
company in the same group as the Portfolio Manager; and that no more than one
Director, partner, employee or professional adviser to the Portfolio Manager
or any company in the same group as the Portfolio Manager may be a Director of
the Company at any one time.
The Company's risk exposure and the effectiveness of its risk
management and internal control systems are reviewed by the Audit Committee at
its quarterly meetings and annually by the Board. The Board believes that the
Company has adequate and effective systems in place to identify, mitigate and
manage the risks to which it is exposed.
Strategy
The strategy for the Select Monthly Income Fund is to capture the
illiquidity premium that is associated with `off the run' bond issues in the
secondary trading markets. As part of the general search for high conviction,
relative value securities the Portfolio Manager continually came across
interesting investment opportunities but too often these bonds did not offer
sufficient liquidity to use in the typical daily mark-to-market UCITs funds,
but are suitable for closed ended vehicles. By remaining highly selective and
without conceding on underlying credit quality, the strategy expects to
generate a minimum monthly distribution of 0.5p per share, with all excess
income being distributed to investors at the year-end of the Company.
Composition and Independence of the Board
The Board currently consists of four non-executive Directors, all
of whom are independent of the Portfolio Manager. The Chair of the Board is
Claire Whittet. Biographies for all the Directors can be found below. In
considering the independence of the Chair, the Board has taken note of the
provisions of the AIC Code relating to independence and has determined that Ms
Whittet is an Independent Director.
The Company has no employees and therefore there is no requirement
for a chief executive.
The Board is responsible for the appointment and monitoring of all
service providers to the Company.
The Board holds quarterly Board meetings and the Audit Committee
meets at least twice a year and a dividend meeting is held monthly. In
addition, ad hoc meetings of the Board to review specific items between the
regular scheduled quarterly meetings can be arranged.Between formal meetings
there is regular contact with the Portfolio Manager, AIFM, Administrator and
the Corporate Broker.
The Directors are kept fully informed of investment and financial
controls and other matters that are relevant to the business of the Companyand should be brought to the attention of the Directors. The Directors also
have access to the Company Secretary and, where necessary in the furtherance
of their duties, to independent professional advice at the expense of the
Company.
Attendance at the Board, Audit and Management Engagement Committee
meetings during the period ended 30 September 2014 was as follows:
Management
Board Audit Committee Engagement Ad hoc Committee
Meetings Meetings Committee Meetings Meetings
Held Attended Held Attended Held Attended Held Attended
Claire Whittet 2 2 1 1 0 0 7 6
Christopher Legge 2 2 1 1 0 0 7 6
Thomas Emch 2 2 1 1 0 0 7 5
Ian Martin* 1 1 1 1 0 0 3 2
*Ian Martin was appointed to the Board on 15 July 2014
At the Board meetings the Directors review the management of the
Company's assets and liabilities and all other significant matters so as to
ensure that the Directors maintain overall control and supervision of the
Company's affairs.
The Board has a breadth of experience relevant to the Company and
the Directors believe that any changes to the Board's composition can be
managed without undue disruption. With any new Director appointment to the
Board, consideration will be given as to whether an induction process is
appropriate.
The Board has also given careful consideration to the
recommendations of the Davies Report on "Women on Boards". The Board has
reviewed its composition and believes that the current appointments provide an
appropriate range of skills, experience and diversity. In order to maintain
its diversity, the Board is committed to continuing its implementation of the
recommendations of the Davies Report as part of its succession planning over
future years.
Board Performance and Training
The Board is fully aware that it must undertake a formal and
rigorous annual evaluation of its own performance and that of its committees
and individual Directors. At the end of the financial period under
consideration, the fund has been in existence for less than a year and the
Board will be undertaking such evaluations in the current financial period
once the company has been operating for 12 months. These evaluations will
consider the balance of skills, experience, independence and knowledge of the
Board, its diversity and how the Board works together as a unit as well as
other factors relevant to its effectiveness.
On appointment to the Board, the Directors were offered relevant
training and induction. Training is an on-going matter as is discussion on the
overall strategy of the fund and the Board has met with the Portfolio Manager
at their offices subsequent to the financial period end to discuss these
matters. Such meetings will be an on-going occurrence.
Retirement by Rotation
Under the terms of their appointment, each Director is required to
retire by rotation and be subject to re-election at least every three years.
The Directors are also required to seek re-election if they have already
served for more than nine years. The Company may terminate the appointment of
a Director immediately on serving written notice and no compensation is
payable upon termination of office as a Director of the Company becoming
effective. All Directors have agreed to stand for re-election annually.
Management Engagement Committee
The Board has established a Management Engagement Committee with
formal duties andresponsibilities. The Management Engagement Committee commits
to meeting at least once a yearand comprises the entire Board with Thomas Emch
appointed as Chair. These duties andresponsibilities include the regular
review of the performance of and contractual arrangements with the Portfolio
Manager and other service providers.
The first Management Engagement Committee meetingis being held on
14 July 2015 and the Committee intends to carry out its first review of the
performance and capabilities of the Portfolio Manager at this meeting to
confirm whether or not the continued appointment of TwentyFour Asset
Management LLP as Portfolio Manager is in the interest of shareholders.
Nomination Committee
The Board as a whole fulfils the function of a Nomination
Committee. Whilst the independent Directors take the lead in the appointment
of new Directors and any proposal for a new Director will be discussed and
approved by all members of the Board.There is no separate Nomination
Committee.
Audit Committee
An Audit Committee has been established consisting of all Directors
with Christopher Legge appointed as Chair. The terms of reference of the Audit
Committee provide that the committee shall be responsible, amongst other
things,for reviewing the Interim and Annual Financial Statements, considering
the appointment and independence of external auditors, discussing with the
external auditors the scope of the audit and reviewing the Company's
compliance with the AIC Code.
Further details on the Audit Committee can be found in the Audit Committee
Report.
Remuneration Committee
In view of its non-executive and independent nature, the Board
considers that it is not appropriate for there to be a separate Remuneration
Committee as anticipated by the AIC Code. The Audit Committee make all
representations to the Board regarding Directors' remuneration. The Board as a
whole fulfils the functions of the Remuneration Committee, although the Board
has included a separate Remuneration Report in these Financial Statements.
Inter-Governmental Agreements
The States of Guernsey signed an intergovernmental agreement with
the UK ("UK-Guernsey IGA") on 22 October 2013, under which mandatory
disclosure requirements will be required in respect of shareholders who have a
UK connection. The UK-Guernsey IGA has been ratified by Guernsey's States of
Deliberation and the relevant legislation introduced. The impacts of the
UK-Guernsey IGA on the Company and the Company's reporting responsibilities
pursuant to the UK-Guernsey IGA are not currently in final form. The Board is
monitoring implementation of the UK-Guernsey IGA with the assistance of its
professional advisers.
Foreign Account Tax Compliance Act
For purposes of the US Foreign Account Tax Compliance Act, the
Company registered with the US Internal Revenue Service ("IRS") as a Guernsey
reporting Foreign Financial Institution ("FFI") on 30 June 2014, received a
Global Intermediary Identification Number, and can be found on the IRS FFI
list under the link http://apps.irs.gov/app/fatcaFfiList/flu.jsf. The
responsible officer is Helen Howell.
The Company is subject to Guernsey regulations and guidance based
on reciprocal information sharing inter-governmental agreements which Guernsey
has entered into with the United Kingdom and the United States of America. The
Board will take the necessary actions to ensure that the Company is compliant
with Guernsey regulations and guidance in this regard.
Internal Controls
The Board is ultimately responsible for the Company's system of
internal financial and operating control and for reviewing its effectiveness.
The Board confirms that there is an ongoing process for identifying,
evaluating and managing the significant risks faced by the Company. This
process has been in place for the period under review and up to the date of
approval of this Report and Audited Financial Statements and is reviewed by
the Board and accords with the AIC Code.
The AIC Code requires Directors to conduct at least annually a
review of the Company's system of internal financial and operating control,
covering all controls, including financial, operational, compliance and risk
management.The Board has evaluated the systems of internal controls of the
Company. In particular, it has prepared a process for identifying and
evaluating the significant risks affecting the Company and the policies by
which these risks are managed. The Board also considers whether the
appointment of an internal auditor is required and has determined that there
is no requirement for a direct internal audit function. The internal control
systems are designed to meet the Company's particular needs and the risks to
which it is exposed. Accordingly, the internal control systems are designed to
manage rather than eliminate the risk of failure to achieve business
objectives and by their nature can only provide reasonable and not absolute
assurance against misstatement and loss.
The Board has delegated the day to day responsibilities for the
management of the Company's investment portfolio, the provision of depositary
services and administration, registrar and corporate secretarial functions
including the independent calculation of the Company's NAV and the production
of the Report and Financial Statements which are independently audited.
Formal contractual agreements have been put in place between the
Company and providers of these services. Even though the Board has delegated
responsibility for these functions, it retains accountability for these
functions and is responsible for the systems of internal control. At each
quarterly Board meeting, compliance reports are provided by the Administrator,
Company Secretary, Portfolio Manager, AIFM and Depositary. The Board also
receives confirmation from the Administrator of its accreditation under its
SOC 1 report.
Principal Risks and Uncertainties
The Board is responsible for the Company's system of internal
financial and reporting controls and for reviewing its effectiveness. The
Boardalso monitors the investment limits and restrictions set out in the
Company's investment objective and policy.
The principal risks which have been identified and the steps which are taken
by the Board to mitigate them are as follows:
Limited Operating History
The Company is a recently established investment company and this
Report and Audited Financial Statements presents the performance of the
Company and its investments for the period since incorporation to 30 September
2014.
Market Risk
The underlying investments comprised in the Portfolio are subject
to market risk. The Company istherefore at risk that market events may affect
performance and in particular may affect the value of the Company's
investments which are valued on a marked to market basis. Market risk is risk
associated with changes in market prices, including spreads, economic
uncertainty and changes in regulation. While the Company, through its
investments in Credit Securities, intends to hold a diversified Portfolio of
assets, any of these factors including specific market events, such as the
global financial crisis and levels of sovereign debt, may be materially
detrimental to the performance of the Company's investments. Under extreme
market conditions the portfolio may not benefit from diversification.
Liquidity Risk
Investments made by the Company may be relatively illiquid and this
may limit the ability of the Company to realise its investmentsand in turn pay
dividends to Shareholders or buy back Ordinary Shares under the Quarterly
Tenders or in the market. Substantially all of the assets of the Company are
invested in Credit Securities. There may be no active market in the Company's
interests in Credit Securities and the Company may be required to provide
liquidity to fund Tender Requests or repay borrowings. The Company does not
have redemption rights in relation to any of its investments. As a
consequence, the value of the Company's investments may be materially
adversely affected.
Credit risk
The Company may not achieve the Dividend Target and investors may
not get back the full value of their investment because it will invest in
Credit Securities issued by companies, trusts or other investment vehicles
which, compared to bonds issued or guaranteed by governments, are generally
exposed to greater risk of default in the repayment of the capital provided to
the issuer or interest payments due to the Company. The amount of credit risk
indicated by the issuer's credit rating which is assigned by one or more
internationally recognised rating agencies.This does not amount to a guarantee
of the issuer's creditworthiness but generally provides a strong indicator of
the likelihood of default. Securities which have a lower credit rating are
generally considered to have a higher credit risk and a greater possibility of
default than more highly rated securities. There is a risk that an
internationally recognised rating agency may assign incorrect or inappropriate
credit ratings to issuers. Issuers often issue securities which are ranked in
order of seniority which, in the event of default, would be reflected in the
priority in which investors might be paid back.
The level of defaults in the Portfolio and the losses suffered on
such defaults may increase in theevent of adverse financial or credit market
conditions.
In the event of a default under an Credit Security, the Company's
right to recover under the Credit Security will depend on the ability of the
Company to exercise any rights that it has against the borrower under the
insolvency legislation of the jurisdiction in which the borrower is
incorporated. As a creditor, the Company's level of protection and rights of
enforcement may therefore vary significantly from one country to another, may
change over time and may be subject to rights and protections which the
relevant borrower or its other creditors might be entitled to exercise. Refer
to Investment Objective and Policy for information regarding investment
restrictions currently in place in order to manage credit risk.
Foreign currency risk
The Company is exposed to foreign currency risk through its
investments denominated in currencies other than Sterling. The Company's share
capital is denominated in Sterling and its expenses are incurred in Sterling.
The Company's financial statements are maintained and presented in
Sterling.Approximately 90% of the foreign currency investments at the period
end are in Euros. Amongst other factors affecting the foreign exchange
markets, events in the Eurozone may have an impact upon the value of the Euro
which in turn will impact the value of the Company's Euro denominated
investments. The Company manages its exposure to currency movements by using
spot and forward foreign exchange contracts, which are rolled forward
periodically.
Operational Risks
The Company is exposed to the risk arising from any failures of
systems and controls in the operations of the Portfolio Manager,
Administrator, AIFM and the Depositary amongst others. The Board and its Audit
Committee regularly review reports from the Portfolio Manager, the AIFMand the
Administrator on their internal controls.
Accounting, Legal and Regulatory Risks
The Company is exposed to the risk that it may fail to maintain
accurate accounting records or fail to comply with requirements of its
Admission document. The accounting records prepared by the Administrator are
reviewed by the Portfolio Manager. The Portfolio Manager, Administrator, AIFM,
Depositary and Broker provide regular updates to the Board on compliance with
the Admission document and changes in regulation.Changes in legal or
regulatory environment can have a major impact of some classes of debt. The
Portfolio Manager monitors this and takes appropriate action.
Income Recognition Risk
The Board considers income recognition to be a principal risk and
uncertainty of the Company. The Portfolio Manager estimates the remaining life
of the security, which has an impact on the effective interest rate of the
Credit Securities which in turn impacts the calculation of interest income.
The Board asked the Audit Committee to consider this risk with work undertaken
by the Audit Committee as discussed in the Audit Committee Report. As a result
of the work undertaken by the Audit Committee, the Board is satisfied that
income is appropriately stated in all material aspects in the Financial
Statements.
Reinvestment Risk
The Portfolio Manager strongly expects the European Central Bank
will initiate a quantitative easing programme in the first half of 2015, in an
attempt to fix the transmission mechanism and regain control of price
stability in the Eurozone. A by-product of quantitative easing is likely to
result in lower yields across all fixed income products and tightening credit
spreads. This could pose a challenge for the Portfolio Manager when they come
to reinvest any monies that result from portfolio asset redemptions and
amortisations. The Portfolio Manager has recognised this potential challenge
and performed ongoing cashflow analysis on the current portfolio;
encouragingly the redemptions and expected amortisations over the coming12
months are minimal and pose no significant impact. Trying to predict market
conditions years ahead is notoriously difficult, however the Portfolio Manager
recognises there may be a requirement to be more opportunistic in terms of
timing for new investments i.e. aim to reinvest when the market is most
volatile and also to remain vigilant to requests for issuance of new shares.
Relations with Shareholders
The Portfolio Managerand Listing Sponsor maintain a regular
dialogue with institutional shareholders, the feedback from which is reported
to the Board. In addition, Board members will be available to respond to
shareholders' questions at the Annual General Meeting ("AGM").
Significant Shareholdings
Shareholders with holdings of more than 3.0% of the Shares of the
Company at 30 September 2014 were as follows:
Percentage of
issued share
Number of shares capital
Northern trust Nominees Limited 12,775,200 10.20%
State Street Nominees Limited 11,416,000 9.12%
Vidacos Nominees Limited 9,605,475 7.67%
Pershing Nominees Limited 7,113,791 5.68%
BNY Mellon Nominees Limited 6,462,500 5.16%
Vidacos Nominees Limited <2303> 5,479,247 4.38%
BNY Mellon Nominees Limited 4,950,000 3.95%
Disclosure of Information to Auditors
The Directors who held office at the date of approval of these
Financial Statements confirm that, so far as they are each aware, there is no
relevant audit information of which the Company's auditor is unaware; and each
Director has taken all the steps that they ought to have taken as a Director
to make themselves aware of any relevant audit information and to establish
that the Company's auditor is aware of that information.
Independent Auditors
A resolution for the reappointment of PricewaterhouseCoopers CI
LLP will be proposed at the forthcoming Annual General Meeting.
Signed on behalf of the Board of Directors on 15 January 2015 by:
Claire Whittet Christopher Legge
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Report and the
Audited Financial Statements in accordance with applicable Guernsey law and
regulations.
Guernsey Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law they have elected to
prepare the Financial Statements in accordance with International Financial
Reporting Standards ("IFRS") and applicable law.
The Financial Statements are required by law to give a true and
fair view of the state of affairs of the Company and of the profit or loss of
the Company for that period.
In preparing these Financial Statements, the Directors are required
to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the Financial
Statements; and
- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors confirm that they have complied with these
requirements in preparing the Financial Statements.
The Directors are responsible for keeping proper accounting records
which disclose with reasonable accuracy at any time the financial position of
the Company and to enable them to ensure that the Financial Statements have
been properly prepared in accordance with The Companies (Guernsey) Law, 2008.
They have general responsibility for taking such steps as are reasonably open
to them to safeguard the assets of the Company and to prevent and detect fraud
and other irregularities.They also have the responsibility for the maintenance
and the integrity ofthe Company's website.
The maintenance and integrity of the TwentyFour Asset Management
website in relation to the Company is the responsibility ofits Directors; the
work carried out by the auditors does not involve consideration of these
mattersand, accordingly, the auditors accept no responsibility for any changes
that may have occurred tothe financial statements since they were initially
presented on the website.
Legislation in Guernsey governing the preparation and dissemination
of financial statements maydiffer from legislation in other jurisdictions.
The Directors confirm that to the best of their knowledge
(a) The Financial Statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and give a true and fair
view of the assets, liabilities, financial position and profit of the Company
as at and for the period ended 30 September 2014.
(b) TheReportincludes information detailed in the Chair's Report,
Portfolio Manager'sReport, Directors' Report, Directors' Remuneration Report,
Audit Committee Report, Alternative Investment Fund Manager's Report and
Depositary Statementprovides a fair review of the information required by:
(i) DTR 4.1.8 and DTR 4.1.9 of the Disclosure and Transparency
Rules, being a fair review of the Company business and a description of the
principal risks and uncertainties facing the Company; and
(ii) DTR 4.1.11 of the Disclosure and Transparency Rules, being an
indication of important events that have occurred since the end of the
financial year and the likely future development of the Company.
Key Performance Indicators (KPIs)
At each Board meeting, the Directors consider a number of
performance measures to assess the Company's success in achieving its
objectives. Below are the main KPIs which have been identified by the Board
for determining the progress of the Company:
- Net Asset Value
- Share Price
- Discount/Premium
- Ongoing Charges
- Monthly Dividends
A record of these measures is disclosed above.
In the opinion of the Board, the Financial Statements taken as a
whole, are fair, balanced andunderstandable and provide the information
necessary to assess the Company's performance,business model and strategy.
By order of the Board
Claire Whittet Christopher Legge
15 January 2015
DIRECTORS' REMUNERATION REPORT
The Directors' remuneration report has been prepared in accordance
with the UK Corporate Governance Code (the "Code") as issued by the UK Listing
Authority. An ordinary resolution for the approval of the annual remuneration
report will be put to the shareholders at the AGM to be held in 2015.
Remuneration policy
The Company's policy in regard to Directors' remuneration is to
ensure that the Company maintains a competitive fee structure in order to
recruit, retain and motivate non-executive Directors of excellent quality in
the overall interests of shareholders.
The Directors do not consider it necessary for the Company to
establish a separate Remuneration Committee. All of the matters recommended by
the Code that would be delegated to such a committee are considered by the
Board as a whole.
It is the responsibility of the Board as a whole to determine and
approve the Directors' remuneration, following a recommendation from the Chair
who will have given the matter proper consideration, having regard to the
level of fees payable to non-executive Directors in the industry generally,
the role that individual Directors fulfil in respect of Board and Committee
responsibilities and the time committed to the Company's affairs. The Chair's
remuneration is decided separately and is approved by the Board as a whole.
No element of the Directors' remuneration is performance related,
nor does any Director have any entitlement to pensions, share options or any
long term incentive plans from the Company.
Remuneration
The Directors of the Company are remunerated for their services at
such a rate as the Directors determine provided that the aggregate amount of
such fees does not exceed £150,000 per annum.
Directors are remunerated in the form of fees, payable quarterly in
arrears, to the Director personally. No Directors have been paid additional
remuneration outside their normal Directors' fees and expenses.
The Directors are currently subject to the following annual
remuneration in the form of Director's fees:
Claire Whittet (Chairman of the Board) £30,000
Christopher Legge (Audit Committee Chairman) £27,500
Thomas Emch £25,000
Ian Martin £25,000
Total £107,500
The remuneration policy set out above is the one applied for the
period ended 30 September 2014 and is not expected to change in the
foreseeable future.
Directors' and Officers' liability insurance cover is maintained by
the Company on behalf of the Directors.
The Directors were appointed as non-executive Directors by letters
issued in February and July2014. Each Director's appointment letter provides
that, upon the termination of his/her appointment, that he/she must resign in
writing and all records remain the property of the Company. The Directors'
appointments can be terminated in accordance with the Articles and without
compensation.
There is no notice period specified in the Articles for the removal
of Directors. The Articles provide that the office of Director shall be
terminated by, among other things: (a) written resignation; (b) unauthorised
absences from board meetings for six months or more; (c) unanimous written
request of the other Directors; and (d) an ordinary resolution of the Company.
Under the terms of their appointment, each Director isrequired to
retire by rotation and be subject to re-election at least every three years
but have opted for annual re-election. The Directorsare required to seek
re-election if they have already served for more than nine years. The Company
may terminate the appointment of a Director immediately on serving written
notice andno compensation is payable upon termination of office as a Director
of the Company becomingeffective.
The amounts payable to Directors shown in note 13are for services
as non-executive Directors.
No Director has a service contract with the Company, nor are any
such contracts proposed.
Signed on behalf of the Board of Directors on 15 January 2015 by:
Claire Whittet Christopher Legge
AUDIT COMMITTEE REPORT
On the following pages, we present the Audit Committee's Report,
setting out the responsibilities of the Audit Committee and its key activities
for the period from 12 February 2014to 30 September 2014.
The Audit Committee has scrutinised the appropriateness of the
Company's system of riskmanagement and internal financial and operating
controls, the robustness and integrity of the Company's financialreporting,
along with the external audit process. The Audit Committee has devoted time to
ensuring thatcontrols and processes have been properly established, documented
and implemented.
During the course of the period, the information that the Audit
Committee has received has been timely and clear and has enabled the Committee
to discharge its duties effectively.
The Audit Committee is supportive of the latest UK Corporate
Governance Coderecommendations. We support the aims of the Code and the best
practice recommendations ofother corporate governance organisations such as
the Association of Investment Companies ("AIC"),and believe that the revised
Code allows the Audit Committee to further strengthen its role as akey
independent oversight Committee.
Role and responsibilities
The primary function of the Audit Committee is to assist the Board
in fulfilling its oversight responsibilities. This includes reviewing the
financial reports and other financial information before publication.
In addition, the Audit Committee reviews the systems of internal
financial and operatingcontrols on a continuing basis that the Administrator,
Portfolio Manager, AIFMand the Board have established with respect to finance,
accounting, risk management, compliance, fraud and audit. The Audit Committee
also reviews the accounting and financial reporting processes, along with
reviewing the roles, independence and effectiveness of the external auditor.
The ultimate responsibility for reviewing and approving the Report
and other Financial Statementsremain with the Board.
The Audit Committee's full terms of reference can be obtained by
contacting the Company's Administrator.
Risk management and internal control
The Board, as a whole, including the Audit Committee members,
consider the nature and extent of the Company's risk management framework and
the risk profile that is acceptable in order to achieve the Company's
strategic objectives. As a result, it is considered that the Board has
fulfilled its obligations under the Code.
The Audit Committee continues to be responsible for reviewing the
adequacy and effectiveness of the Company's on-going risk management systems
and processes. Its system of internal controls, along with its design and
operating effectiveness, is subject to review by the Audit Committee through
reports received from the Portfolio Manager and AIFM, along with those from
the Administrator and external auditor.
Fraud, Bribery and Corruption
The Board has relied on the overarching requirement placed on the
service providers under the relevant agreements to comply with applicable law,
including anti-bribery laws. A review of the service provider policies will
take place at the next Management Engagement Committee Meeting, scheduled for
14 July 2015.
Financial reporting and significant financial issues
The Audit Committee assesses whether suitable accounting policies
have been adopted and whether the Portfolio Manager has made appropriate
estimates and judgements. The Audit Committee reviews accounting papers
prepared by the Portfolio Manager and Administrator which provide details on
the main financial reporting judgements and the corresponding effect on the
valuation of investments.
The Audit Committee Chairman met separately with the external
auditors to discuss the suitability of the Portfolio Manager's valuation
policy andthe Audit Committee also reviews reports by the external auditors
which highlight any issues with respect to the work undertaken on the audit.
The significant issues considered during the period by the Audit
Committee in relation to theFinancial Statements and how they were addressed
are detailed below:
(i) Valuation of investments:
The Company's investments had a fair value of £117,308,598 as at 30
September 2014 and represent a substantial portion of net assets of the
Company. As such this is the largest factor in relation to the consideration
of the Financial Statements. These investments are valued in accordance with
the Accounting Policies set out in note 2 to the Financial Statements. The
Audit Committee considered the valuation of the investments held by the
Company as at 30 September 2014 to be reasonable from information provided by
the Portfolio Manager, Custodian and Administrator on their processes for the
valuation of these investments.
The Audit Committee reviews for reasonableness the effects of any
judgements and also reviews the objectivity of the sources of evidence for
price adjustments.
The Audit Committee have attended the offices of the Portfolio
Manager and had in-depth discussions with the Portfolio Manager regarding its
valuation policy and in particular where estimates and judgements have been
used when no third party price is available. The Audit Committee also met with
the AIFM and had in-depth discussions on the responsibilities of the AIFM in
regard to the valuation of the Company.
(ii) Income Recognition:
The Audit Committee considered the calculation of income from
investments recorded in the Financial Statements as at 30 September 2014. As
disclosed in note 3(ii)(c) of the Notes to the Financial Statements, the
estimated life of Credit Securities is determined by the Portfolio Manager,
impacting the effective interest rate of the Credit Securities which inturn
impacts the calculation of income from investments. The Audit Committee
reviewed the Portfolio Manager's process for determining the expected life of
the Company's investments andfound it to be reasonable based on the
explanations provided and information obtained from thePortfolio Manager. The
Audit Committee was therefore satisfied that income is appropriately stated
inall material aspects in the Financial Statements.
At the request of the Audit Committee, the Administrator confirmed
that it was not aware of anymaterial misstatements including matters relating
to Financial Statement presentation. At theAudit Committee meeting to review
the Report and Audited Financial Statements, the Audit Committee received and
reviewed a report on the audit from the external auditors. On the basis ofits
review of this report, the Audit Committee is satisfied that the external
auditor has fulfilled itsresponsibilities with diligence and professional
scepticism. The Audit Committee advised the Board that the Report and Financial
Statements, taken as a whole, are fair, balanced and understandable.
Following a review of the presentations and reports from the
Portfolio Manager and Administrator and consulting where necessary with the
external auditor, the Audit Committee is satisfied that the Financial
Statements appropriately address the critical judgements and key estimates
(both in respect to the amounts reported and the disclosures). The Audit
Committee is also satisfied that the significant assumptions used for
determining the value of assets and liabilities have been appropriately
scrutinised, challenged and are sufficiently robust.
The Audit Committee is satisfied that the judgements made by the
Portfolio Manager and Administrator are reasonable, and that appropriate
disclosures have been included in the Financial Statements.
External auditors
The Audit Committee has responsibility for making a recommendation
on the appointment,re-appointment and removal of the external auditors.
PricewaterhouseCoopers CI LLP ("PwC") were appointed as the first auditors of
the Company. During the period the Audit Committee received and reviewed audit
plans and reports from the external auditors. It is standard practice for the
external auditors to meet privately with the Audit Committee without the
Portfolio Manager and other service providersbeing present at each Audit
Committee meeting.
To assess the effectiveness of the external audit process, the
auditors were asked to articulate the steps that they have taken to ensure
objectivity and independence, including where the auditor provides non-audit
services. The Audit Committee monitors the auditors' performance, behaviour
and effectiveness during the exercise of their duties, which informs the
decision to recommend reappointment on an annual basis.
As a general rule, the Company does not utilise external auditors
for internal audit purposes, secondments or valuation advice. Services which
are in the nature of audit, such as tax compliance, private letter rulings,
accounting advice and disclosure advice are normally permitted but will be
pre-approved by the Audit Committee.
The following table summarises the remuneration paid to PwC and to
other PwC member firms for audit and non-audit services during the period
ended 30 September 2014.
For the period
from 12.02.14
(date of
incorporation)
to 30.09.14
PricewaterhouseCoopers CI LLP £
- Annual audit 45,000
- Interim review N/A
- Listing & Financial Reporting Procedures 45,000
- Tax consulting and compliance services 3,000
For any questions on the activities of the Audit Committee not
addressed in the foregoing, a member of the Audit Committee remains available
to attend each AGM to respond to such questions.
The Audit Committee Report was approved by the Audit Committee on
15 January 2015 and signed on behalf by:
Christopher Legge
ALTERNATIVE INVESTMENT MANAGER'S REPORT
Phoenix Fund Services (UK) Ltd acts as the Alternative Investment
Fund Manager ("AIFM") of TwentyFour Select Monthly Income Fund Limited ("the
Company") providing portfolio management and risk management services to the
Company.
The AIFM has delegated the following of its alternative investment fund
management functions:
- It has delegated the portfolio management function for listed
investments to TwentyFour Asset Management LLP
- It has delegated the portfolio management function for unlisted
investments to TwentyFour Asset Management LLP.
The AIFM is required by the Alternative Investment Fund Managers
Directive 2011, 61/EU (the "AIFM Directive") and all applicable rules and
regulations implementing the AIFM Directive in the UK (the "AIFM" Rules):
- to make the annual report available to investors and to ensure
that the annual report is prepared in accordance with applicable accounting
standards, the Company's articles of incorporation and the AIFM Rules and that
the annual report is audited in accordance with International Standards on
Auditing
- be responsible for the proper valuation of the Company's assets,
the calculation of the Company's net asset value and the publication of the
Company's net asset value
- ensure that the Company's shareholders have the ability to redeem
their share in the capital of the Company in a manner consistent with the
principle of fair treatment of investors under the AIFM Rules and in
accordance with the Company's redemption policy and its obligations.
The AIFM is required to ensure that the annual report contains a
report that shall include a fair and balanced review of the activities and
performance of the Company, containing also a description of the principal
risks and investment or economic uncertainties that the Company might face.
In so far as the AIFM is aware:
- there is no relevant audit information of which the Company's
auditors or the Company's board of directors are unaware; and
- the AIFM has taken all steps that it ought to have taken to make
itself aware of any relevant audit information and to establish that the
auditors are aware of that information.
We hereby certify that this report is made on behalf of the AIFM,
Phoenix Fund Services (UK) Limited.
R.W. Leedham
D.W. Munting
Directors
Phoenix Fund Services (UK) Limited
15 January 2015
DEPOSITARY STATEMENT
for the period from 12 February 2014 (date of incorporation) to 30
September 2014
Report of the Depositary to the Shareholders
Northern Trust (Guernsey) Limited has been appointed as Depositary
to TwentyFour Select Monthly Income Fund Limited (the "Company") in accordance
with the requirements of Article 36 and Articles 21(7), (8) and (9) of the
Directive 2011/61/EU of the European Parliament and of the Council of 8 June
2011 on Alternative Investment Fund Managers and amending Directives
2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No
1095/2010 (the "AIFM Directive").
This report including the review provided below has been prepared
for and solely for the Shareholders in the Company. We do not, in giving this
report, accept or assume responsibility for any other purpose or to any other
person to whom this report is shown.
Our obligations as Depositary are stipulated in the relevant provisions of the
AIFM Directive and the relevant sections of Commission Delegated Regulation
(EU) No 231/2013 (collectively the "AIFMD legislation").
Amongst these obligations is the requirement to enquire into the
conduct of the AIFM and the Company and their delegates in each annual
accounting period.We have therefore enquired into the conduct of Phoenix Fund
Services (UK) Limited (the "AIFM") for the period ended 30 September 2014, in
our capacity as Depositary to the Company.
Our report shall state whether, in our view, the Company has been
managed in that period in accordance with the AIFMD legislation. It is the
overall responsibility of the AIFM to comply with these provisions. If the
AIFM or their delegates have not so complied, we, as the Depositary, will
state why this is the case and outline the steps which we have taken to
rectify the situation.
Basis of Depositary Review
The Depositary conducts such reviews as it, in its reasonable
discretion, considers necessary in order to comply with its obligations and to
ensure that, in all material respects, the Company has been managed (i) in
accordance with the limitations imposed on its investment and borrowing powers
by the provisions of its constitutional documentation and the appropriate
regulations and (ii) otherwise in accordance with the constitutional
documentation and the appropriate regulations. Such reviews vary based on the
type of Company, the assets in which a Company invests and the processes used,
or experts required, in order to value such assets.
Review
In our view, the Company has been managed during the period, in all
material respects:
(i) in accordance with the limitations imposed on the investment
and borrowing powers of the Company by the constitutional document; and by the
AIFMD legislation; and
(ii) otherwise in accordance with the provisions of the
constitutional document and the AIFMD legislation.
For and on behalf of
Northern Trust (Guernsey) Limited
15 January 2015
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF TWENTYFOUR SELECT MONTHLY INCOME FUND LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of TwentyFour
Select Monthly Income Fund Limited (the "Company") which comprise the
Statement of Financial Position as of 30 September 2014 and the Statement of
Comprehensive Income, the Statement of Changes in Equity and the Statement of
Cash Flows for the period then ended anda summary of significant accounting
policies and other explanatory information.
Directors' Responsibility for the Financial Statements
The Directors are responsible for the preparation of financial
statements that give a true and fair view in accordance with International
Financial Reporting Standards and with the requirements of Guernsey law. The
Directors are also responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance with
International Standards on Auditing. Those Standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors' judgement, including the assessment of the
risks of material misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity's preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity's internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view
of the financial position of the Company as of 30 September 2014, and of its
financial performance and its cash flows for the period then ended in
accordance with International Financial Reporting Standards and have been
properly prepared in accordance with the requirements of The Companies
(Guernsey) Law, 2008.
Report on other Legal and Regulatory Requirements
We read the other information contained in the Annual Report and
consider the implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements. The
other information is as per the table of contents.
In our opinion the information given in the Directors' Report is
consistent with the financial statements.
This report, including the opinion, has been prepared for, and only
for, the Company's members as a body in accordance with Section 262 of The
Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving
this opinion, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters which we are
required to review under the Listing Rules:
- the Directors' statementin relation to going concern;
- the part of the Corporate Governance Statement relating to the Company's
compliance with the provisions of the UK Corporate Governance Code specified
for our review; and
- certain elements of the report to shareholders by the Board on Directors'
remuneration.
Evelyn Brady
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognised Auditor
Guernsey, Channel Islands
15 January 2015
a) The maintenance and integrity of the Company's website is the
responsibility of the Directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
b) Legislation in Guernsey governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
STATEMENT OF COMPREHENSIVE INCOME
for the period from 12 February 2014 (date of incorporation) to 30
September 2014
For the period
from 12.02.14
(date of
incorporation)
to 30.09.14
Note £
Income
Interest income 4,008,515
Net foreign currency gains 7 3,470,419
Net loss on financial assets
at fair value through profit or loss 8 (5,449,310)
Total income 2,029,624
Portfolio management fee 13 (468,360)
Directors' fees 13 (46,223)
Administration fees 14 (52,314)
AIFM management fee 14 (7,119)
Audit fee (45,000)
Custody fees 14 (7,152)
Broker fees (25,000)
Depositary fees 14 (8,244)
Other expenses (81,172)
Total expenses (740,584)
Total comprehensive income for the period 1,289,040
Earnings per Ordinary Share -
Basic & Diluted 4 0.012
All items in the above statement derive from continuing operations.
There are no comparative figures as this is the Company's first
financial period of operation.
The notes form an integral part of the Financial Statements.
STATEMENT OF FINANCIAL POSITION
as at 30 September 2014
30.09.2014
Assets Note £
Current assets
Investments 8 117,308,598
Derivative assets 15 1,582,673
Other receivables 9 2,265,533
Cash and cash equivalents 4,912,175
Total current assets 126,068,979
Liabilities
Current liabilities
Amounts due to broker 2,543,473
Other payables 10 253,043
Derivative liabilities 15 77,997
Total current liabilities 2,874,513
Net current assets 123,194,466
Equity
Share capital account 11 123,698,214
Other reserves (503,748)
Total equity 123,194,466
Ordinary Shares in issue 11 125,185,881
Net Asset Value per Ordinary Share 5 98.41
There are no comparative figures as this is the Company's first
financial period of operation.
The Financial Statements were approved by the Board of Directors on
15 January 2015 and signed on its behalf by:
Claire Whittet Christopher Legge
The notes form an integral part of the Financial Statements.
STATEMENT OF CHANGES IN EQUITY
for the period from 12 February 2014 (date of incorporation) to 30
September 2014
Share Capital Other
Account Reserves Total
£ £ £
Balances at 12 February 2014 - - -
Issue of shares 125,946,801 - 125,946,801
Share issue costs (2,248,587) - (2,248,587)
Distributions paid - (1,792,788) (1,792,788)
Total comprehensive income for the period - 1,289,040 1,289,040
Balance at 30 September 2014 123,698,214 (503,748) 123,194,466
There are no comparative figures as this is the Company's first
financial period of operation.
The notes form an integral part of the Financial Statements.
STATEMENT OF CASH FLOWS
for the period from 12 February 2014 (date of incorporation) to 30
September 2014
For the period
from 12.02.14
(date of
incorporation)
to 30.09.14
Notes
£
Cash flows used in operating activities
Total comprehensive income for the period 1,289,040
Adjustments for:
Net loss on investments 8 5,449,310
Adjustment for amortisation of investment cost (217,124)
Increase in receivables (2,265,533)
Increase in payables 253,043
Unrealised gains on derivatives (1,504,676)
Purchase of investments (143,836,560)
Sale of investments 23,839,249
Net cash used in operating activities (116,993,251)
Cash flows from financing activities
Proceeds from issue of Ordinary Shares 125,946,801
Share issue costs (2,248,587)
Dividend distribution (1,792,788)
Net cash inflow from financing activities 121,905,426
Increase in cash and cash equivalents 4,912,175
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at end of period 4,912,175
There are no comparative figures as this is the Company's first
financial period of operation.
The notes form an integral part of the Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS
for the period from 12 February 2014 (date of incorporation) to 30
September 2014
1. General Information
TwentyFour Select Monthly Income Fund Limited (the "Company") was
incorporated with limited liability in Guernsey, as a closed-ended investment
company on 12 February 2014. The Company's Shares were listed with a Premium
Listing on the Official List of the UK Listing Authority and admitted to
trading on the Main Market of the London Stock Exchange on 10 March 2014.
The Company's investment objective is to generate attractive risk
adjusted returns, principally through income distributions.
The Company's investment policy is to invest in a diversified
portfolio of credit securities.
The portfolio may be comprised of any category of credit security,
including, without prejudice to the generality of the foregoing, bank capital,
corporate bonds, high yield bonds, leveraged loans, payment-in-kind notes and
asset backed securities. The portfolio will include securities of a less
liquid nature. The portfolio will be dynamically managed by the Portfolio
Manager and, in particular, will not be subject to any geographical
restrictions.
The Company maintains a portfolio diversified by issuer; the
portfolio comprises at least 50 Credit Securities. No more than 5 per cent. of
the portfolio value will be invested in any single Credit Security or issuer
of Credit Securities, tested at the time of making or adding to an investment
in the relevant Credit Security. Uninvested cash or surplus capital or assets
may be invested on a temporary basis in:
(i) Cash or cash equivalents, money market instruments, bonds,
commercial paper or other debt obligations with banks or other counterparties
having a ``single A'' or higher credit rating as determined by any
internationally recognised rating agency which, may or may not be registered
in the EU; and
(ii) Any ``government and public securities'' as defined for the
purposes of the FCA Rules.
For the avoidance of doubt, reinvestments will make the portfolio,
in aggregate, no less compliant with one or both of (i) and (ii), above.
Uninvested cash or cash surplus capital or assets may be invested
on a temporary basis in cash equivalents, money market instruments, bonds,
commercial paper or other debt obligations with banks or other counterparties
having a credit rating of A or higher as determined by any internationally
recognised rating agency. The Company may also invest in any government and
public securities as defined for the purposes of the FCA rules.
2. Principal Accounting Policies
a) Statement of compliance
TheFinancial Statements for the period from 12 February 2014 to 30
September 2014 have been prepared in accordance with International Financial
Reporting Standards ("IFRS") as issued by the International Accounting
Standards Board ("IASB") and are in compliance with The Companies (Guernsey)
Law, 2008.
b) Presentation of information
The Financial Statements have been prepared on a going concern
basis under the historical cost convention adjusted to take account of the
revaluation of the Company's financial assets and liabilities at fair value
through profit or loss.
c) Standards, amendments and interpretations issued but not yet effective
At the reporting date of these Financial Statements, the following
standards, interpretations and amendments, which have not been applied in
these Financial Statements, were in issue but not yet effective:
- IFRS 9 Financial Instruments (Effective 1 January 2018)
There are no standards, interpretations or amendments to existing
standards that are effective forthe first time for thefinancial year beginning
1 January 2014 that would be expected to have a material impact on the
Company.
The Directors anticipate that the adoption of the other standards
and interpretations effective in a future period will not have a material
impact on the financial statements of the Company, other than IFRS 9.
IFRS 9, `Financial Instruments' effective for annual periods
beginning on or after 1 January 2018, requires that the effects of changes in
credit risk of liabilities designated as at fair value through profit or loss
are presented in other comprehensive income unless such treatment would create
or enlarge an accounting mismatch in profit or loss, in which case all gains
or losses on that liability are presented in profit or loss. Other
requirements of IFRS 9 relating to classification and measurement of financial
liabilities are unchanged from IAS 39. The requirements of IFRS 9 relating to
derecognition are unchanged from IAS 39.
d) Financial assets at fair value through profit or loss
Classification
The Company classifies its investments in credit securities and
derivatives as financial assets at fair value through profit or loss.
This category has two sub-categories: financial assets or financial
liabilities held for trading; and those designated at fair value through
profit or loss at inception.
(i) Financial assets and liabilities held for trading:
A financial asset or financial liability is classified as held for
trading if it is acquired or incurred principally for the purpose of selling
or repurchasing in the near term or if on initial recognition is part of a
portfolio of identifiable financial investments that are managed together and
for which there is evidence of a recent actual pattern of short-term profit
taking. Derivatives are categorised as held for trading. The Company does not
classify any derivatives as hedges in a designated hedging relationship and
therefore does not apply hedge accounting.
(ii) Financial assets and financial liabilities designated at fair
value through profit or loss: Financial assets and financial liabilities
designated at fair value through profit or loss at inception are financial
instruments that are not classified as held for trading but are managed, and
their performance is evaluated on a fair value basis in accordance with the
Company's documented investment strategy.
The Company's policy requires the Portfolio Manager and the Board
of Directors to evaluate the information about these financial assets and
liabilities on a fair value basis together with other related financial
information.
Recognition, derecognition and measurement
Regular purchases and sales of investments are recognised on the
trade date - the date on which the Company commits to purchase or sell the
investment. Financial assets and financial liabilities at fair value through
profit or loss are initially recognised at fair value. Transaction costs are
expensed as incurred in the Statement of Comprehensive Income. Financial
assets are derecognised when the rights to receive cash flows from the
investments have expired or the Company has transferred substantially all
risks and rewards of ownership.
The Company may invest in any category of credit security,
including, without prejudice to the generality of the foregoing, bank capital,
corporate bonds, high yield bonds, leveraged loans, payment-in-kind notes and
asset backed securities.
The Company records any principal repayments as they arise and
realises a gain or loss in the net gains on financial assets at fair value
through profit or loss in the Statement of Comprehensive Income in the period
in which they occur.
The interest income arising on these Credit Securities is
recognised on a time-proportionate basis using the effective interest rate
methodand shown within income in the Statement of Comprehensive Income.
Fair value estimation
Fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Investments in CreditSecurities are fair
valued in accordance with either i) or ii) below and the change in fair value,
if any, is recorded as net gains/(losses) on financial assets/(liabilities) at
fair value through profit or loss in the Statement of Comprehensive Income.
i) Credit Securities traded or dealt on an active market or
exchange.
Credit Securities that are traded or dealt on an active market or
exchange are valued by reference to their quoted mid-market price as at the
close of trading on the reporting date as the Directors deem the mid-market
price to be a reasonable approximation of an exit price.
ii) Credit Securities not traded or dealt on an active market or
exchange.
Credit Securities which are not traded or dealt on active markets
or exchanges are valued by reference to their mid-price, as at the close of
business on the reporting date as determined by an independent price vendor.
If a price cannot be obtained from an independent price vendor, or where the
Portfolio Manager determines that the provided price is not an accurate
representation of the fair value of the Credit Security, the Portfolio Manager
will source mid-price quotes at the close of business on the reporting date
from independent third party brokers/dealers for the relevant security. If no
mid-price is available then a bid-price will be used.
In cases where no third party price is available (either from an
independent price vendor or independent third party brokers/dealers), or where
the Portfolio Manager determines that the provided price is not an accurate
representation of the fair value of the Credit Security, the Portfolio Manager
will determine the valuation based on the Portfolio Manager's valuation
policy.
This may include the use of a comparable arm's length transaction,
reference to other securities that are substantially the same, discounted cash
flow analysis and other valuation techniques commonly used by market
participants making the maximum use of market inputs and relying as little as
possible on entity-specific inputs.
Over-the-counter derivative contracts such as Interest Rate Swaps
are valued on a weekly basis. This may be done using reference to data
supplied from an independent data source or an alternative vendor as deemed
suitable by the Directors. Where data from an independent data source is not
available, the valuation may be done by using the counterparty's valuation
provided that the valuation is approved or verified by a party who is approved
for the purpose by the Directors and who is independent of the counterparty.
Forward foreign currency contracts
Forward foreign currency contracts are derivative contracts and as
such are recognised at fair value on the date on which they are entered into
and subsequently measured at their fair value. Fair value is determined by
rates in active currency markets. All forward foreign currency contracts are
carried as assets when fair value is positive and as liabilities when fair
value is negative.
Impairment
Financial assets that are stated at cost or amortised cost are
reviewed at each reporting date to determine whether there is objective
evidence of impairment. If any such indication exists, an impairment loss is
recognised in the Statement of Comprehensive Income as the difference between
the asset's carrying amount and the present value of estimated future cash
flows discounted at the financial asset's effective interest rate.
e) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount
reported in the Statement of Financial Position when there is a legally
enforceable right to offset the recognised amounts and there is an intention
to settle on a net basis or realise the asset and settle the liability
simultaneously.Derivatives are not settled on a net basis and therefore
derivative assets and liabilities as at 30 September 2014 are shown gross.
f) Amounts due from and due to brokers
Amounts due from and to brokers represent receivables for
securities sold and payables for securities purchased that have been
contracted for but not yet settled or delivered on the statement of financial
position date respectively. These amounts are recognised initially at fair
value and subsequently measured at amortised cost using the effective interest
rate method.
g) Income
Interest income is recognised on a time-proportionate basis using
the effective interest rate method. Discounts received or premiums paid in
connection with the acquisition of Credit Securities are amortised into
interest income using the effective interest rate method over the expected
life of the related security.
The effective interest rate method is a method of calculating the
amortised cost of a financial asset or financial liability and of allocating
the interest income or interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future
cash payments or receipts throughout the expected life of the financial
instrument, or, when appropriate, a shorter period, to the net carrying amount
of the financial asset or financial liability.
When calculating the effective interest rate, the Portfolio Manager
estimates cash flows considering the expected lifeof the financial instrument,
including future credit losses and deferred interest payments. The calculation
includes all fees and points paid or received between parties to the contract
that are an integral part of the effective interest rate and all other
premiums or discounts.
h) Cash and cash equivalents
Cash and cash equivalents comprises cash in hand and deposits held
at call with banks and other short-term investments in an active market with
original maturities of three months or less and bank overdrafts. Bank
overdrafts are included in current liabilities in the Statement of Financial
Position.
i) Share capital
Ordinary Shares are classified as equity. Incremental costs
directly attributable to the issue of Ordinary Shares are shown in equity as a
deduction, net of tax, from the proceeds and disclosed in the Statement of
Changes in Equity.
Repurchased Tendered Shares are treated as a distribution of
capital and deducted from the Share Capital account.
j) Foreign currency translation
Functional and presentation currency
Items included in the financial statements are measured using
Sterling, the currency of the primary economic environment in which the
Company operates (the "functional currency"). The Financial Statements are
presented in Sterling, which is the Company's presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the transactions.
Foreign currency assets and liabilities are translated into the functional
currency using the exchange rate prevailing at the statement of financial
position date.
Foreign exchange gains and losses relating to the financial assets
and liabilities carried at fair value through profit or loss are presented in
the Statement of Comprehensive Income.
k) Transaction costs
Transaction costs on financial assets at fair value through profit
or loss include fees and commissions paid to agents, advisers, brokers and
dealers. Transaction costs, when incurred,are immediately recognised in the
Statement of Comprehensive Income.
l) Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker. The chief
operating decision-maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the
Board. The Directors are of the opinion that the Company is engaged in a
single segment of business, being investments in Credit Securities. The
Directors manage the business in this way. For additional information refer to
note 17.
m) Expenses
All expenses are included in the Statement of Comprehensive Income
on an accruals basis and are recognised through profit or loss in the
Statement of Comprehensive Income.
n) Other receivables
Other receivables are amounts due in the ordinary course of
business. If collection is expected in one year or less, they are classified
as current assets. If not, they are presented as non-current assets. Other
receivables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest rate method, less provision for
impairment.
o) Other payables
Other payables are obligations to pay for services that have been
acquired in the ordinary course of business. Other payables are classified as
current liabilities if payment is due within one year or less. If not, they
are presented as non-current liabilities. Other payables are recognised
initially at fair value and subsequently measured at amortised cost using the
effective interest rate method.
p) Dividend distributions
Dividend distributions to the Company's shareholders are recognised
as liabilities in the Company's financial statements and disclosed in the
Statement of Changes in Equity in the period in which the dividends are
approved by the Board.
3. Significant accounting judgements, estimates and assumptions
The preparation of the Company's Financial Statements requires
management to make judgements, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities and the
accompanying disclosures. Uncertainty about these assumptions and estimates
could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods.
(i) Judgements:
In the process of applying the Company's accounting policies,
management has made the following judgements, which have the most significant
effect on the amounts recognised in the Financial Statements:
Functional currency
As disclosed in note 2(j), the Company's functional currency is
Sterling. Sterling is the currency in which the Company measures its
performance and reports its results, as well as the currency in which it
receives subscriptions from its investors. Dividends are also paid to its
investors in Sterling. The Directors believe that Sterling best represents the
functional currency.
(ii) Estimates and assumptions
The key assumptions concerning the future and other key sources of
estimation uncertainty at the reporting date, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. The Company
based its assumptions and estimates on parameters available when the Financial
Statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances
arising which are beyond the control of the Company. Such changes are
reflected in the assumptions when they occur.
(a) Fair value of securities not quoted in an active markets
The Company carries its investments in Credit Securities at fair
value, with changes in value being recognised in the Statement of
Comprehensive Income. In cases where prices of Credit Securities are not
quoted in an active market, the Portfolio Manager will obtain prices
determined at the close of business on the reporting date from an independent
price vendor. The Portfolio Manager exercises its judgement on the quality of
the independent price vendor and information provided. If a price cannot be
obtained from an independent price vendor or where the Portfolio Manager
determines that the provided price is not an accurate representation of the
fair value of the Credit Security, the Portfolio Manager will source prices
from independent third party brokers or dealers for the relevant
security,which may be indicative rather than tradable. Where no third party
price is available, or where the Portfolio Manager determines that the third
party quote is not an accurate representation of the fair value, the Portfolio
Manager will determine the valuation based on the Portfolio Manager's
valuation policy. This may include the use of a comparable arm's length
transaction, reference to other securities that are substantially the same,
discounted cash flow analysis and other valuation techniques commonly used by
market participants making the maximum use of market inputs and relying as
little as possible on entity-specific inputs.
(b) Estimated life of Credit Securities
In determining the estimated life of the Credit Securities held by
the Company, the Portfolio Manager estimates the remaining life of the
security with respect to expected prepayment rates, default rates and loss
rates together with other information available in the market underlying the
security. The estimated life of the Credit Securities as determined by the
Portfolio Manager, impacts the effective interest rate of the Credit
Securities which in turn impacts the calculation of income as discussed in
note 2(g).
(c) Determination of observable inputs
In note 16, Fair Value Measurement, when determining the levels of
investments within the fair value hierarchy, the determination of what
constitutes `observable' requires significant judgement by the Company. The
Company considers observable data to be market data that is readily available,
regularly distributed or updated, reliable and verifiable, not proprietary,
and provided by independent sources that are actively involved in the relevant
market.
4. Earningsper Ordinary Share - Basic & Diluted
The earnings per OrdinaryShare - Basic and Diluted has been
calculated based on the weighted average number of Ordinary Shares of
111,058,808 and a net gain of £1,289,040.
In order to ensure there were no dilutive elements,earnings have
been calculated in respect of accrued income at the time of purchase.
5. Net Asset Value per Ordinary Share
The net asset value of each Share of £0.98 is determined by
dividing the net assets of the Company attributed to the Shares of
£123,194,466 by the number of Shares in issue at 30 September 2014 of
125,185,881.
6. Taxation
The Company has been granted Exempt Status under the terms of The
Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 to income tax in
Guernsey. Its liability for Guernsey taxation is limited to an annual fee of
£600.
7. Net foreign currency gains
For the period
from 12.02.14
(date of
incorporation)
to 30.09.14
£
Net unrealised gain on forward currency contracts 1,504,676
Realised gain on forward currency contracts 2,824,471
Realised currency loss (821,357)
Unrealised income exchange loss (37,371)
3,470,419
8. Investments
For the period
from 12.02.14
(date of
incorporation)
to 30.09.14
Financial assets at fair value through profit and loss: £
Unlisted Investments:
Opening book cost -
Purchases at cost 146,380,033
Proceeds on sale/principal repayment (23,839,249)
Amortisation of discount on purchase 217,124
Realised loss on sale/principal repayment (218,141)
Closing book cost 122,539,767
Unrealised loss on investments (5,231,169)
Fair value 117,308,598
Realised loss on sales/principal repayment (218,141)
Increase in unrealised loss (5,231,169)
Net loss on financial assets at fair value through (5,449,310)
profit or loss
9. Other receivables
30.09.14
£
Interest income receivable 2,163,269
Prepaid expenses 8,889
Dividends receivable 93,375
2,265,533
10. Other payables
30.09.14
£
Portfolio Management fees payable 80,887
Directors' fee payable 20,625
Administration fee payable 23,813
AIFM Management fee payable 7,119
Audit fee payable 45,000
Broker fee payable 25,000
General expenses payable 45,211
Depositary fee payable 3,460
Custody fee payable 1,928
253,043
11. Share Capital
Authorised Share Capital
The Directors may issue an unlimitednumber of Ordinary Shares at no
par value and an unlimited number of Ordinary Shares with a par value.
Issued Share Capital
30.09.14
Ordinary Shares £
Share Capital at the beginning of the period -
Issue of Shares 125,946,801
Share issue costs (2,248,587)
Total Share Capital at the end of the period 123,698,214
Reconciliation of number of Shares
30.09.14
Ordinary Shares Shares
Shares at the beginning of the period -
Issue of Shares 125,185,881
Total Shares in issue at the end of the period 125,185,881
The Ordinary Shares carry the following rights:
a) the Ordinary Shares carry the right to receive all income of the
Company attributable to the Ordinary Shares.
b) the Shareholders present in person or by proxy or present by a
duly authorised representative at a general meeting has, on a show of hands,
one vote and, on a poll, one vote for each Share held.
12. Analysis of Financial Assets and Liabilities by Measurement Basis
Financial
Assets at fair
value through Loans and
profit and loss receivables Total
£ £ £
30 September 2014
Financial Assets as per Statement of Financial Position
Investments at fair value through profit or loss:
-Preferred stock 2,895,000 - 2,895,000
-Bonds 80,408,167 - 80,408,167
-Asset backed securities 34,258,005 - 34,258,005
-Interest rate swaps (252,574) - (252,574)
Unrealised gains on derivative assets 1,582,673 - 1,582,673
Cash and cash equivalents - 4,912,175 4,912,175
Other receivables - 2,265,533 2,265,533
118,891,271 7,177,708 126,068,979
Financial
Liabilities at fair Other
value through financial
profit and loss liabilities Total
£ £ £
Financial Liabilities as per Statement of Financial Position
Amounts due to brokers - 2,543,473 2,543,473
Other payables - 253,043 253,043
Unrealised loss on derivative liabilities 77,997 - 77,997
77,997 2,796,516 2,874,513
13. Related Parties
a) Directors' Remuneration & Expenses
The Directors of the Company are remunerated for their services at
such a rate as the Directors determine. The aggregate fees of the Directors
will not exceed £150,000.
The annual Directors' fees comprise £30,000 payable to Ms Whittet,
the Chair, £27,500 to Mr Legge as Chair of the Audit Committee and £25,000 to
Mr Emch and Mr Martin. During the period ended 30 September 2014, Directors'
fees of £46,223 were charged to the Company, of which £20,625 remained payable
at the end of the period.Directors' expenses for the period were £3,975.
b) Shares held by related parties
As at 30 September 2014, Directors of the Company held the
following shares beneficially:-
Claire Whittet 10,000
Christopher Legge 25,000
Thomas Emch 25,000
As at 30 September 2014, the Portfolio Manager held 400,000 Shares,
which is 0.32% of the Issued Share Capital, and partners and employees of the
Portfolio Manager held548,336, which is 0.44% of the Issued Share Capital.
c) Portfolio Manager
The portfolio management fee is payable to the Portfolio Manager,
TwentyFour Asset Management LLP, monthly in arrears at a rate of 0.75% per
annum of the lower of NAV, which is calculated weekly on each valuation day,
or market capitalisation of each class of shares. Total investment management
fees for the period amounted to £468,360 of which £80,887 is payable at the
period end. The Portfolio Management Agreement dated 17 February 2014 remains
in force until determined by the Company or the Portfolio Manager giving the
other party not less than twelve months' notice in writing.Under certain
circumstances, the Company or the Portfolio Manager are entitled to
immediately terminate the agreement in writing.
The Portfolio Manager is also entitled to a commission of 0.175% of
the aggregate gross offering proceeds plus any applicable VAT in relation to
any issue of new Shares, following admission, in consideration of marketing
services that it provides to the Company. During the period the Portfolio
Manager received £40,605 in commission.
14. Material Agreements
a) Alternative Investment Fund Manager
The Company's Alternative Investment Fund Manager (the "AIFM") is
Phoenix Fund Services (UK) Limited. Inconsideration for the services provided
by the AIFM under the AIFM Agreement the AIFM is entitled to receive from the
Company a minimum fee of £20,000 per annum and fees payable quarterly in
arrears at a rate of 0.07% of the Net Asset Value of the Company below £50
million, 0.05% on Net Assets between £50 million and £100 million and 0.03% on
Net Assets in excess of £100 million. During the period ended 30 September
2014, AIFM fees of £7,119 were charged to the Company, of which £7,119
remained payable at the end of the period.
b) Administrator and Secretary
Administration fees are payable to Northern Trust International
Fund Administration Services (Guernsey) Limited monthly in arrears at a rate
of 0.06% of the Net Asset Value of the Company below £100 million, 0.05% on
Net Assets between £100 million and £200 million and 0.04% on Net Assets in
excess of £200 million as at the last business day of the month subject to a
minimum £50,000 in the first year of admission and £75,000 for each year
thereafter. In addition, an annual fee of £25,000 will be charged for
corporate governance and company secretarial services. During the period ended
30 September 2014, administration and secretarial feesof £52,314 were charged
to the Company, of which £23,813 remained payable at the end of the period.
c) Placing Agent
For its services as the Company's placing agent pursuant to a
placing agreement dated 17 February 2014 in connection with the initial public
offering ("IPO") of shares in March 2014, Numis Securites Limited (the
"Placing Agent") was entitled to receive a fee of 2% of the gross proceeds of
the IPO. The placing agent received a fee of £1,930,360 under this agreement.
The Placing Agent is also entitled to receive commission of 1% on
all tap issues. During the period the Placing Agent received £232,110 in
commission.
d) Depositary
Depositary's fees are payable toNorthern Trust (Guernsey) Limited
monthly in arrears at a rate of 0.0175% of the Net Asset Value of the Company
below £100 million, 0.0150% on Net Assets between £100 million and £200
million and 0.0125% on Net Assets in excess of £200 million as at the last
business day of the month subject to a minimum £15,000 in the first year of
admission and £25,000 for each year thereafter.During the period ended 30
September 2014, depositary feesof £8,244 were charged to the Company, of which
£3,460 remained payable at the end of the period.
The Depositary is also entitled to a Global Custody fee of a minimum of £8,500
per annum plus transaction fees. Total Global Custody fees and charges for the
period amounted to £7,152 of which £1,928 is due and payable at the period
end.
15. Financial Risk Management
The Company's objective in managing risk is the creation and
protection of shareholder value. Risk is inherent in the Company's activities,
but it is managed through an ongoing process of identification, measurement
and monitoring.
The Company's financial instruments include investments designated
at fair value through profit or loss and cash and cash equivalents. The main
risks arising from the Company's financial instruments are market price risk,
interest rate risk, credit risk, liquidity risk and currency risk. The
techniques and instruments utilised for the purposes of efficient portfolio
management are those which are reasonably believed by the Board to be
economically appropriate to the efficient management of the Company.
Market risk
Market risk embodies the potential for both losses and gains and
includes currency risk, interest rate risk and price risk. The Company's
strategy on the management of market risk is driven by the Company's
investment objective. The Company's investment objective is to generate
attractive risk adjusted returns principally through investment in Credit
Securities.
(i) Price risk
The underlying investments comprised in the portfolio are subject
to price risk. The Company is therefore at risk that market events may affect
performance and in particular may affect the value of the Company's
investments which are valued on a mark to market basis.Price risk is risk
associated with changes in market prices or rates, including interest rates,
availability of credit, inflation rates, economic uncertainty, changes in
laws, national and international political circumstances. The Company's policy
is to manage price risk by holding a diversified portfolio of assets, through
its investments in Credit Securities.
The Company's policy also stipulates that at purchase no more than
5% of the Portfolio value can be exposed to any single CreditSecurity or
issuer of Credit Securities.
The price of a Credit Security can be affected by a number of
factors, including: (i) changes in the market's perception of the underlying
assets backing the security; (ii) economic and political factors such as
interest rates and levels of unemployment and taxation which can have an
impact on the arrears, foreclosures and losses incurred with respect to the
pool of assets backing the security; (iii) changes in the market's perception
of the adequacy of credit support built into the security's structure to
protect against losses caused by arrears and foreclosures; (iv) changes in the
perceived creditworthiness of the originator of the security or any other
third parties to the transaction; (v) the speed at which mortgages or loans
within the pool are repaid by the underlying borrowers (whether voluntary or
due to arrears or foreclosures).
(ii) Reinvestment risk
Reinvestment risk is the risk that future coupons from a bond will
not be reinvested at the prevailing interest rate when the bond was initially
purchased.
A key determinant of a bond's yield is the price at which it is
purchased and, therefore, when the market price of bonds generally increases,
the yield of bonds purchased generally decreases. As such, the overall yield
of the portfolio, and therefore the level of dividends payable to
Shareholders, would fall to the extent that the market prices of Credit
Securities generally rise and the proceeds of Credit Securities held by the
Company that mature or are sold are not able to be reinvested in Credit
Securities with a yield comparable to that of the portfolio as a whole.
Price sensitivity analysis
The following details the Company's sensitivity to movement in
market prices. The analysis is based on a 5% increase or decrease in market
prices. This represents management's best estimate of a reasonable possible
shift in market prices, having regard to historical volatility.
At 30 September 2014, if the market prices had been 5% higher with
all other variables held constant, the increase in the net assets attributable
to equity Shareholders would have been £5,865,430. The total comprehensive
income for the period would have also increased by £64,452. An equal change in
the opposite direction would have decreased the net assets attributable to
equity Shareholders and total comprehensive income respectively.
Actual trading results may differ from the above sensitivity
analysis and those differences may be material.
Interest rate risk
Interest rate risk arises from the possibility that changes in
interest rates will affect the fair value of financial assets at fair value
through profit or loss.
The table below summarises the Company's exposure to interest rate
risk:
Floating Fixed Non-interest
rate rate bearing Total
As at 30 September 2014 £ £ £ £
Financial assets at fair value
through profit or loss 37,960,377 76,453,221 2,895,000 117,308,598
Receivables 599,396 1,563,873 102,264 2,265,533
Cash and cash equivalents 4,912,175 - - 4,912,175
Derivative assets - - 1,582,673 1,582,673
Derivative liabilities - - (77,997) (77,997)
Amounts due to broker - - (2,543,473) (2,543,473)
Other payables - - (253,043) (253,043)
Net current assets 43,471,948 78,017,094 1,705,424 123,194,466
The Company holdsfixed rate and floating rate financial
instrumentswhich, based on current portfolio duration,have low exposure to
fair value interest rate risk as, when the short-term interest rates increase,
the interest rate on a floating rate note will increase. The maximum time to
re-fix interest rates is six months and therefore the Company has minimal
interest rate risk. The value of Credit securities may be affected by interest
rate movements. Interest receivable on bank deposits or payable on bank
overdraft positions will be affected by fluctuations in interest rates,
however the underlying cash positions will not be affected.
The Company's continuing position in relation to interest rate risk
is monitored on a weekly basis by the Portfolio Manager as part of its review
of the weekly Net Asset Value calculations prepared by the Company's
Administrator.
Credit risk
Credit risk refers to the risk that a counterparty will default on
its contractual obligations resulting in financial loss to the Company. The
Company has a credit policy in place and the exposure to credit risk is
monitored on an on-going basis.
The main concentration of credit risk to which the Company is
exposed arises from the Company's investments in Credit Securities. The
Company is also exposed to counterparty credit risk on forwards, cash and cash
equivalents, amounts due from brokers and other receivable balances.
The Company's policy to manage this risk by maintaining a portfolio
diversified by issuer and invests in Credit Securities with at least one
investment grade rating from an internationally recognised credit agency. The
Company also manages this credit risk by investing no more than 5% of the
portfolio value in any single Credit Security or issuer of Credit Securities.
Portfolio of debt securities by ratings category assigned by
Standard and Poor's:
30.09.14
BBB- 2.40%
BB+ 1.97%
BB 2.61%
BB- 2.52%
B+ 4.60%
B 14.92%
B- 20.41%
CCC+ 19.08%
CCC 3.61%
CCC- 1.25%
NR 26.63%
100.00%
To further understand credit risk, the Portfolio Manager undertakes
extensive due diligence procedures on investments in Credit Securities and
monitors the on-going investment in thesesecurities.
The Company manages its counterparty exposure in respect of cash
and cash equivalents and forwards by investing with counterparties with a
"single A" or higher credit rating. The majority of cash is currently placed
with The Northern Trust Company. The Company is subject to credit risk to the
extent that this institution may be unable to return this cash. The Northern
Trust Company is a wholly owned subsidiary of The Northern Trust Corporation.
The Northern Trust Corporation is publicly traded and a constituent of S&P
500. The Northern Trust Corporation has a credit rating of A+ from Standard &
Poor's and A2 from Moody's.
The Company's maximum credit exposure is limited to the carrying amount of
financial assets recognised as at the statement of financial position date, as
summarised below:
30.09.2014
£
Investments 117,308,598
Cash and cash equivalents 4,912,175
Unrealised gains on derivative assets 1,582,673
Other receivables 2,265,533
126,068,979
Investments in Credit Securities that are not backed by mortgages
present certain risks that are not presented by mortgage-backed securities
("MBS"). Primarily, these securities may not have the benefit of the same
security interest in the related collateral. Therefore, there is a possibility
that recoveries on defaulted collateral may not, in some cases, be available
to support payments on these securities. The risk of investing in these types
of Credit Securities is ultimately dependent upon payment of the underlying
debt by the debtor.
Liquidity risk
Liquidity risk is the risk that the Company may not be able to
generate sufficient cash resources to settle its obligations infull as they
fall due or can only do so on terms that are materially disadvantageous.
Investments made by the Company in Credit Securities may be
relatively illiquid and this may limit the ability of the Company to realise
its investments. Investments in Credit Securities may also have no active
market and the Company also has no redemption rights in respect of these
investments. The Company has the ability to borrow to ensure sufficient cash
flows.
The Portfolio Manager considers expected cash flows from financial
assets in assessing and managing liquidity risk, in particular its cash
resources and trade receivables. Cash flows from trade and other receivables
are all contractually due within twelve months.
The Portfolio Managershall maintain a liquidity management policy
to monitor the liquidity risk of the Company.
Shareholders have no right to have their shares redeemed or
repurchased by the Company, except as detailed underthe Capital Risk
Management (Quarterly Tenders) sectionof this note. Shareholders wishing to
release their investment in the Company are therefore required to dispose of
their shares on the market. Therefore under normal market conditions there is
a low risk that the Company will not be able to fund redemption requests.
The table below analyses the Company's liabilities into relevant
maturity groupings based on the maturities at the statement of financial
position date. The amounts in the table are the undiscounted net cash flows on
the financial liabilities:
Up to 1 month 1-6 months 6-12 months Total
£ £ £ £
Financial liabilities
Amounts due to brokers (2,543,473) - - (2,543,473)
Unrealised loss on
derivative assets (77,997) - - (77,997)
Other payables (208,043) (45,000) - (253,043)
Total (2,829,513) (45,000) - (2,874,513)
Foreign Currency Risk
Foreign currency risk is the risk that the value of a financial
instrument will fluctuate due to changes in foreign exchange rates. The
Companyinvests predominantly in non-Sterling assets while its Shares are
denominated in Sterling, its expenses are incurred in Sterling and its
presentational currency is Sterling. Therefore the Statement of Financial
Position may be significantly affected by movements in the exchange rate
between foreign currencies and Sterling. The Company manages the exposure to
currency movements by using spot and forward foreign exchange contracts,
rolling forward on a periodic basis.
At the period end, the Company had six open forward currency contracts which
settled on 6 October 2014.
Mark to
Outstanding market Unrealised
Contract values contracts equivalent gains/(losses)
30.09.2014 30.09.2014 30.09.2014 30.09.2014
Currency £ £ £
Six Sterling forward foreign currency
contracts totalling:
3 EUR forward foreign currency contract 77,656,651 62,070,951 60,514,258 1,556,693
1 CHF forward foreign currency contract 1,900,000 1,241,074 1,226,632 14,442
1 SEK forward foreign currency contract 10,060,000 872,412 860,874 11,538
1,582,673
1 USD forward foreign currency contract 8,429,402 5,121,735 5,199,732 (77,997)
(77,997)
As at 30 September 2014 the Company held the following assets and
liabilities denominated in currencies other than Pounds Sterling:
30.09.2014
Assets: £
Investments 65,827,923
Cash and cash equivalents 669,801
Other receivables 1,297,879
Less: Open forward currency contracts (67,801,496)
(5,893)
The table below summarises the sensitivity of the Company's assets
and liabilities to changes in foreign exchange movements between Euroand
Sterling as at 30 September 2014. The analysis is based on the assumption that
the relevant foreign exchange rate increased/decreased by the percentage
disclosed in the table, with all other variables held constant. This
represents management's best estimate of a reasonable possible shift in the
foreign exchange rates, having regard to historical volatility of those rates.
30.09.2014
£
Impact on Statement of Comprehensive Income and Equity in response to a:
- 5% increase 1,552,453
- 5% decrease (1,565,185)
Impact on Statement on Equity in response to a:
- 5% increase 1,552,453
- 5% decrease (1,565,185)
Capital risk management
The Company manages its capital to ensure that it is able to
continue as a going concern while following the Company's stated investment
policy. The capital structure of the Company consists of Shareholders' equity,
which comprises share capital and other reserves. To maintain or adjust the
capital structure, the Company may return capital to Shareholders or issue new
Shares. There are no regulatory requirements to return capital to
Shareholders.
(i) Quarterly Tenders
With the objective of minimising the risk of the Ordinary Shares
trading at a discount to NAV and to assist in the narrowing of any discount at
which the Ordinary Shares may trade from time to time, the Company has
incorporated into its structure a mechanism (a ``Quarterly Tender''),
contingent on certain factors as described below, which can be exercised at
the discretion of the Directors,to provide Shareholders with a quarterly
opportunity to submit Ordinary Shares for placing or repurchase by the Company
at a price representing a discount of no more than 2 per centto the then
prevailing NAV.
Upon confirmation of the number of Tender Requests made in respect
of each Quarter RecordDate, the Company intends first, through its corporate
broker acting on a reasonableendeavoursbasis, to seek to satisfy Tender
Requests by placing the Tendered Shares with investors in thesecondary market.
Second, subject to the Tender Restrictions, the Company intends to
repurchasefor cancellation any Tendered Shares not placed in the secondary
market.
It is anticipated that the Company will tender on a quarterly basis
for up to 20 per cent of the Ordinary Shares in issue as at the relevant
Quarter Record Date, subject to an aggregate limit of 50 per cent of the
Ordinary Shares in issue in any twelve month period ending on the relevant
Quarter Record Date.
(ii) Share buybacks
The Company has been granted the authority to make market purchases
of up to a maximum of 14.99 per cent. of the aggregate number of Ordinary
Redeemable Shares in issue immediately following Admission at a price not
exceeding the higher of (i) 5% above the average of the mid-market values of
the Ordinary Redeemable Shares for the 5 business days before the purchase is
made or, (ii) the higher of the price of the last independent trade and the
highest current investment bid for the Ordinary Redeemable Shares.
In deciding whether to make any such purchases the Directors will
have regard to what they believe to be in the best interests of Shareholders
as a whole, to the applicable legal requirements and any other requirements in
its Articles. The making and timing of any buybacks will be at the absolute
discretion of the Board and not at the option of the Shareholders, and is
expressly subject to the Company having sufficient surplus cash resources
available (excluding borrowed moneys).
The Listing Rules prohibit the Company from conducting any share
buybacks during close periods immediately preceding the publication of annual
and interim results.
(iii) Continuation votes
In the event that the Company does not meet the dividend target in
any financial reporting period as disclosed in Note 18, the Directors will
convene a general meeting of the Company where the Directors will propose a
resolution that the Company should continue as an Investment Company.
16. Fair Value Measurement
All assets and liabilities are carried at fair value or at carrying
value which equates to fair value.
IFRS 13requires the Company to classify fair value measurements
using a fair value hierarchy that reflects the significance of the inputs used
in making the measurements.The fair value hierarchy has the following levels:
(i) Quoted prices (unadjusted) in active markets for identical
assets or liabilities (level 1).
(ii) Inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly (that is, as
prices) or indirectly (that is, derived from prices including interest rates,
yield curves, volatilities, prepayment speeds, credit risks and default rates)
or other market corroborated inputs (level 2).
(iii) Inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs) (level 3).
The following table analyses within the fair value hierarchy the
Company's financial assets and liabilities (by class) measured at fair value
for the periodended 30 September 2014.
Level 1 Level 2 Level 3 Total
£ £ £ £
Assets
Financial assets at fair value
through profit and loss:
-Preferred stock - - 2,895,000 2,895,000
-Bonds - 3,727,025 76,681,142 80,408,167
-Interest rate swaps - - (252,574) (252,574)
-Asset backed securities - 13,814,087 20,443,918 34,258,005
Derivative assets - 1,582,673 - 1,582,673
Total assets as at
30 September 2014 - 19,123,785 99,767,486 118,891,271
Level 1 Level 2 Level 3 Total
£ £ £ £
Liabilities
Derivative liabilities - 77,997 - 77,997
Total liabilities as at
30 September 2014
- 77,997 - 77,997
Credit Securities which have a value based on quoted market prices
in active markets are classified in level 1. At the periodend, no Credit
Securities held by the Company, are classified as level 1.
Credit Securities which are not traded or dealt on organised
markets or exchanges are classified in level 2. The prices of these Credit
Securities are obtained from an independent price vendor or where the
Portfolio Manager determines that the price is not an accurate representation
of the fair value of the Credit Security, the Portfolio Manager may source
prices from third party broker or dealer quotes and if the price represents a
firm tradable price, the Credit Securityis classified in level 2.
Credit Securities where no third party verifiable price is
available are classified in level 3. The valuation of these Credit Securities
will be determined based on the Portfolio Manager's valuation policy, which
may include the use of a comparable arm's length transaction, reference to
other securities that are substantially the same, discounted cash flow
analysis and other valuation techniques. Where the Portfolio Manager sources
prices from a third party broker or dealer quotes and these prices are
indicative rather than tradable, the Credit Securityis classified in level 3.
The following table presents the movement in level 3 instruments
for the period ended 30September 2014 by class of financial instrument.
Asset
Preferred Interest backed
Stock Bonds Rate Swaps securities Total
£ £ £ £ £
Opening balance - - - - -
Purchases 2,733,339 78,583,997 - 21,970,582 103,287,918
Net unrealised gain/(loss)
for the period included in
the Statement of
Comprehensive Income for
level 3 Investments held at
30 September 2014 161,661 (1,902,855) (252,574) (1,526,664) (3,520,432)
Closing balance 2,895,000 76,681,142 (252,574) 20,443,918 99,767,486
The following table analyses within the fair value hierarchy the
Company's assets and liabilities not measured at fair value at 30 September
2014 but for which fair value is disclosed.
Assets Level 1 Level 2 Level 3 Total
£ £ £ £
Cash and cash equivalents 4,912,175 - - 4,912,175
Other receivables - 2,265,533 - 2,265,533
Total 4,912,175 2,265,533 - 7,177,708
Liabilities
Amounts due to brokers - 2,543,473 - 2,543,473
Other payables 253,043 - 253,043
Total - 2,796,516 - 2,796,516
The assets and liabilities included in the above table are carried
at amortised cost; their carrying values are a reasonable approximation of
fair value.
Cash and cash equivalents include cash in hand and deposits held
with banks.
Amounts due to brokers and other payables represent the contractual
amounts and obligations due by the Company for settlement of trades and
expenses.
17. Segmental Reporting
The Board is responsible for reviewing the Company's entire
portfolio and considers the business to have a single operatingsegment. The
Board's asset allocation decisions are based on a single, integrated
investment strategy, and the Company's performance is evaluated on an overall
basis.
The Company invests in a diversified portfolio of Credit
Securities. The fair value of the major financial instruments held by the
Company and the equivalent percentages of the total value of the Company are
reported in the Top Twenty Holdings.
Revenue earned is reported separately on the face of the Statement
of Comprehensive Income as investment income being interest income received
from Credit Securities.
18. Dividend Policy
The Board intends to distribute an amount at least equal to the
value of the Company's net income arising each financial year to the holders
of Ordinary Shares.However, there is no guarantee that the dividend target of
6.0 pence per Ordinary Share for the period ended 30 September 2015 and for
each Reporting Period thereafter will be met or that the Company will make any
distributions at all.
Distributions made with respect to any income period comprise (a)
the accrued income of the portfolio for the period (for these purposes, the
Company's income will include the interest payable by the Credit Securities in
the Portfolio and amortisation of any discount or premium to par at which a
Credit Security is purchased over its remaining expected life), and (b) an
additional amount to reflect any income purchased in the course of any share
subscriptions that took place during the period. Including purchased income in
this way ensures that the income yield of the shares is not diluted as a
consequence of the issue of new shares during an income period.
The Board expects that dividends will constitute the principal
element of the return to the holders of Ordinary Shares.
The Company declared the following dividends for the period from 12
February 2014 to 30 September 2014:
Net
Dividend dividend
rate per paid
Share -Income
Period to (pence) (£) Ex-dividend date Record date Pay date
30 June 2014 0.5 568,929 16 July 2014 18 July 2014 31 July 2014
31 July 2014 0.5 600,429 13 August 2014 15 August 2014 29 August 2014
17 September 19 September 30 September
31 August 2014 0.5 623,430 2014 2014 2014
30 September 2014 1.57 1,984,561 16 October 2014 17 October 2014 31 October 2014
Under Guernsey law, companies can pay dividends in excess of
accounting profit provided they satisfy the solvency test prescribed by The
Companies (Guernsey) Law, 2008. The solvency test considers whether a company
is able to pay its debts when they fall due, and whether the value of a
company's assets is greater than its liabilities. The Board confirms that the
Company passed the solvency test for each dividend paid.
19. Ultimate Controlling Party
In the opinion of the Directors on the basis of shareholdings advised to them,
the Company has no ultimate controlling party.
20. Subsequent Events
These Financial Statements were approved for issuance by the Board
on 15 January 2015. Subsequent events have been evaluated until this date.
On 3 October 2014, 750,000 new Ordinary Redeemable Shares were
issued at 101.25 pence per share.
On 9 October 2014, the Company declared a dividend of 1.57p per
share.
On 24 October 2014, 1,700,000 new Ordinary Redeemable Shares were
issued at 98.12 pence per share.
On 28 October 2014, 1,500,000 new Ordinary Redeemable Shares were
issued at 98.12 pence per share.
On 29 October 2014, 500,000 new Ordinary Redeemable Shares were
issued at 98.12 pence per share.
On 31 October 2014, the Company paid a dividend as detailed above.
On 19 November 2014, 500,000 new Ordinary Redeemable Shares were
issued at 98.51 pence per share.
On 19 December 2014, 500,000 new Ordinary Redeemable Shares were
issued at 96.23 pence per share.
On 07 January 2015, 500,000 new Ordinary Redeemable Shares were
issued at 96.75 pence per share.
On 8 January 2015, the Company declared a dividend of 0.05p per
share.
On 12 January 2015, 600,000 new Ordinary Redeemable Shares were
issued at 96.62 pence per share.
CORPORATE INFORMATION
Directors
Claire Whittet (Chair) (appointed 12 February 2014)
Christopher Legge (appointed 12 February 2014)
Thomas Emch (appointed 12 February 2014)
Ian Martin (appointed 15 July 2014)
Registered Office UK Legal Advisers to the Company
PO Box 255 Eversheds LLP
Trafalgar Court One Wood Street
Les Banques London, EC2V 7WS
St Peter Port
Guernsey, GY1 3QL
Portfolio Manager Guernsey Legal Advisers to the Company
TwentyFour Asset Management LLP Carey Olsen
24 Cornhill Carey House
London, EC3V 3ND Les Banques
St Peter Port
Guernsey, GY1 4BZ
Alternative Investment Fund Manager Independent Auditor
Phoenix Fund Services (UK) Limited PricewaterhouseCoopers CI LLP
Springfield Lodge PO Box 321
Colchester Road Royal Bank Place
Chelmsford, CM2 5PW 1 Glategny Esplanade
St Peter Port
Guernsey, GY1 4ND
Custodian and Depositary Registrar
Northern Trust (Guernsey) Limited Computershare Investor Services (Guernsey) Limited
PO Box 71 3rd Floor
Trafalgar Court NatWest House
Les Banques Le Truchot
St Peter Port St Peter Port
Guernsey, GY1 3DA Guernsey, GY1 1WD
Administrator and Company Secretary Sponsor, Broker and Financial Adviser
Northern Trust International Fund Numis Securities Limited
Administration The London Stock Exchange Building
Services (Guernsey) Limited 10 Paternoster Square
PO Box 255 London, EC4M 7LT
Trafalgar Court
Les Banques
St Peter Port
Guernsey, GY1 3QL