Annual Financial Report

RNS Number : 8566S
CVC Credit Partners European Opps.
19 March 2021
 

19 MARCH 2021

 

FOR IMMEDIATE RELEASE

 

RELEASED BY BNP PARIBAS SECURITIES SERVICES S.C.A., JERSEY BRANCH FINAL RESULTS ANNOUNCEMENT

 

THE BOARD OF DIRECTORS OF CVC CREDIT PARTNERS EUROPEAN OPPORTUNITIES LIMITED ANNOUNCE FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2020

 

SUMMARY

 

Key performance indicators summary

As at 31 December 2020, the Company's Euro and Sterling NAV per share was €0.9657 and £1.0299 respectively and Euro and Sterling share price (bid price)1 was €0.9000 and £0.9440 respectively, representing a 6.80% discount and 8.34% discount to NAV. The Company's2 ongoing charges ratio increased to 1.54% for the year ended 31 December 2020 (revised ongoing charges 31 December 2019: 1.41%3). The Company paid total dividends during the year of €0.04875 per Euro Share and £0.04875 per Sterling Share.

 

Further information in respect of the Company's key performance indicators, some of which the Board considers to be its APMs, can be found in the Financial Highlights and Performance Summary section in the Annual Financial Report, within the Executive Report and within the Useful Information for Shareholders.

 

Significant events during the year ended 31 December 2020

Refer below for details regarding significant events during the year.

 

Purpose

The Company is an investment company, and its scope is restricted to that activity. In that context, the Company's purpose is to provide investors with sustainable long-term returns by investing in a diversified portfolio of principally European corporate debt. In fulfilling the Company's purpose, the Board seeks to consider the views of all stakeholders and is mindful of the impact that the Company has on the society in which it operates.

 

Investment objective, policy and strategy

The Company's investment objective is to provide shareholders with regular income returns and capital appreciation from a diversified portfolio of predominantly sub-investment grade debt instruments. The Company's investment policy is to invest predominantly in debt instruments issued by companies domiciled in, or with material operations in Western Europe across various industries. The Company's investments are focused on the senior secured obligations of such companies, but investments are also made across the capital structure of such borrowers. Refer  below for the Company's full investment objective and policy.

 

Going concern and viability

The Directors consider it appropriate to adopt the going concern basis in preparing the financial statements and have a reasonable expectation that the Company will continue to be viable for a period of at least three years from the date of this report. Refer below for further details.

 

Investment Vehicle Manager's Report

Refer below  for the Investment Vehicle Manager's Report.

 

Directors' remuneration, Directors' Report and Report of the Audit Committee

There have been no changes to Directors' remuneration during the year. Refer below for details of the Directors' current remuneration. Refer below for the Directors' Report and for the Report of the Audit Committee.

 

Financial statements

The Company's full financial results can be found in the accompanying financial statements below.

 

1 - Source: Bloomberg

2 - The Company's ongoing charges are considered to be APMs which are calculated according to the methodology outlined below and differ to the ongoing costs disclosed within the Company's KIDs which follows the methodology prescribed by EU rules. For example, the ongoing costs disclosed in the Company's KIDs include interest expense and are based on average ongoing charges over the past three years whereas the ongoing charges ratio disclosed in this report do not include interest expense and are based on ongoing charges incurred during the year ended 2020 only. The Company's most current KIDs and an accompanying explanatory note reconciling the two different ratios are available on the Company's website ( www.ccpeol.com/news-documents ).

3 - Refer below for details of the revised ongoing charges methodology.

 

strategic report

chairman's statement

 

Introduction

I am pleased to have the opportunity to report to you on the Company's performance in respect of the year ended 31 December 2020, and to provide some necessary context given the global dislocation of economic activity that ensued, and continues to reverberate, as a consequence of the COVID-19 pandemic.

 

In pure performance terms, NAV total returns for the Euro and Sterling share classes issued by the Company for the year ended 31 December 2020 were 1.71% and 2.80% respectively, which represents a solid performance and is reflective of the Investment Vehicle Manager's successful active approach to portfolio construction and sub-strategy allocation. Allocations to the Company's two sub-strategies, being performing credit and credit opportunities, ended the period at 42.1% (61.3% at 31 December 2019) and 57.9% (38.7% at 31 December 2019). The Investment Vehicle Manager's report, with which the Board agrees, appears below and provides fulsome detail on the performance of the Company during 2020.

 

Performance in Context

2020 will be remembered for many generally negative reasons, first and foremost being the human tragedy wrought throughout the world by the pervasive and complex challenges posed by the SARS-CoV-2 virus and the COVID-19 disease that it causes. Further, the impact of the virus on global supply chains, and the severe curtailment of economic activity made necessary in order to seek to limit virus spread, have presented existential challenges to businesses both large and small, and the economic livelihoods and wellbeing of untold millions of people. It seems extraordinary, then, to note that many classes of risk assets, and particularly the riskiest assets, i.e. equities, have delivered the best annual returns for many years. Much credit for global equity performance goes to the powerful performance of disruptive technology business at the expense of more traditional sectors, and within that lie many idiosyncratic stories of success and failure, but underpinning the apparent tech equity euphoria (memories of 1999/2000 anyone?) lies an apparent unlimited willingness of the part of developed market central banks to underwrite equity risk as a by-product of doing "whatever it takes" to seek to protect domestic economic activity from COVID-19 effects. The inevitable effect of this policy has been to free investors from the shackles of "risk vs return" and allow them to focus purely on relative perceived return performance looking out into the future. In leveraged finance, this has meant that riskier credits have performed much better than their less risky counterparts, and yields across all rated sub-investment grade credit have tightened to levels lower than those that existed at the beginning of 2020. Within this framework, the Company's performance has been pleasing, in particular the performance of the credit opportunities sub-sector, which delivered returns of 9.80% in H2/20 as a result of the opportunities presented to reposition the portfolio during the sharp volatility of Q2/20.

 

Current Market Conditions and Outlook

When I provided my statement accompanying the Company's interim results to 30 June 2020, I noted that "It is hard to see how central banks might go about meaningfully withdrawing the current levels of stimulus and support without creating "cliff edge" risks for their economies, particularly noting the current acceleration of COVID-19 prevalence in Europe, so our base case is that the status quo will be maintained in the short to medium term, providing ongoing support to credit markets." Our base case remains unchanged. As I write this, the debate amongst economic commentators appears to be focussed on the medium-term inflationary consequences of this strategy, with the discussion sharpened by US President Joe Biden signing into law a US$1.9 trillion economic stimulus package and the messages so far from the US Federal Reserve suggest that they are willing to allow the economy to "run hot" for some time to rebuild GDP and bring down unemployment. The story in Europe is little different, with the European Central Bank accelerating asset purchases, although the failure to properly manage the rollout of COVID-19 vaccines seems likely to delay economic recovery beyond other developed markets, particularly as a number of European countries appear to be continuing to struggle to bring virus spread under control. Nevertheless (and with a word of caution that there is much that can still go wrong economically with COVID-19 and its effects) 2021 looks set to be a year in which all developed markets and major emerging markets will grow their GDP significantly as global vaccine supply becomes more established and diversified, and levels of infection shrink concurrently. Take this alongside existing ultra-accommodative monetary policy and inevitable delays in filling budgetary deficits through fiscal tightening, and it is reasonable to foresee leveraged finance default rates remaining at multi-year lows and yields continuing to tighten, offering opportunities for capital gains within the Investment Vehicle at the expense of cash yield. The Investment Vehicle Manager is well positioned to take advantage of these market dynamics to deliver positive returns to the Company.

 

Corporate Activities & Liquidity

Investors will recall that the Company's directors decided, in response to the sharp market selloff in Q2/20, to adjust the terms of the Company's tender programme so as to enable the Company to react nimbly to major underlying changes in leveraged finance market liquidity by constraining the maximum level of shares that would be repurchased in any one quarter. Pleasingly, the adjusted provisions did not need to be brought into use, as market liquidity remained comfortable throughout 2020, but the Board has resolved to retain the revised flexibility granted to it in 2020 should future unforeseeable events serve to materially constrain market liquidity. In all other respects, the Company will propose that its tender programme terms and format will remain unchanged for 2021/2022.

 

Dividend Level

The Company made changes to its dividend level during 2020 to reflect the enhanced level of market risk evident during Q2/20, and also to reflect improving conditions during the latter part of the year. The current policy reflects a yield of approximately 4.5% to both the Company's Euro and Sterling share classes. The Company is currently conducting a review of dividend level with the Investment Vehicle Manager, with a key focus being the determination of a stable level of dividends that can comfortably be declared without recourse to capital for a forward-looking period of 12 months. The results of this review will be available during Q2/21 and any necessary announcement will be made at that time. 

 

Corporate Governance and Social Responsibility Considerations

The Board has been particularly active during 2020 in this area, in particular in coming to grips with the alignment of necessary investor transparency with the nature of the asset class in which it invests. Investors will appreciate that it is a far more straightforward process for holders of equity in publicly listed companies to secure detailed and reliable social responsibility metrics than it is for investors such as the Company who hold non-voting debt positions in private, albeit economically substantial, issuers. We have engaged extensively with the Investment Vehicle Manager, with our consultants, BSR, and latterly with the European Leveraged Finance Association, to seek to secure access to the data that we need in order to properly inform our investors. Further information on this mission is set out below. Alongside this, there are two further developments to report:

 

1.  In order to support the community in which the Company conducts its governance and operational activity, a substantial multi-year commitment has been made to support the Jersey National Park, a charity which "aims to protect, conserve and enhance the natural beauty, wildlife and cultural heritage within its 2,145 designated hectares so that it can be appreciated and enjoyed by all who spend time in it, now and in the future." Full details of the charity can be found at https://jerseynationalpark.com/ .

 

2.  The Board has resolved to further develop its policy on gender diversity such that the composition of the board of directors should be consistent with the recommendations of the Hampton-Alexander Review. It is the board's firm intention that this policy position will be satisfied by the end of 2021 at the latest, noting that necessary interview processes are presently curtailed in their effectiveness as a result of COVID-19 restrictions. Further details appear in the report of the Chair of the Nomination Committee elsewhere in this report.

 

In closing, I would like to take the opportunity to give special thanks to my co-directors, the portfolio management team at the Investment Vehicle Manager, our advisors and investment bankers for their support, responsiveness and wise counsel in circumstances where much work has needed to be conducted through unfamiliar media. The fact that there has been no material disruption of workflows, reporting and operational activities owes much to the preparedness and hard work put in by everyone involved.

 

 

 

 

Richard Bol é at

Chairman

18 March 2021

 

Executive REPORT

 

This Executive Report is designed to provide information about the Company's business and results for the year ended 31 December 2020. It should be read in conjunction with the Chairman's Statement and the Investment Vehicle Manager's report which gives a detailed review of investment activities for the year and an outlook for the future. 

 

Corporate summary

The Company is a closed-ended investment company limited by shares, registered and incorporated in Jersey under the Companies (Jersey) Law 1991 on 20 March 2013, with registration number 112635. The Company's Share capital consists of Euro Shares and Sterling Shares which are denominated in Euro and Sterling respectively. The Company's Euro Shares and Sterling Shares are listed on the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange. The Company also has two Management Shares in issue, which are unlisted. Details of the shares in issue are detailed below.

 

The Company is self-managed and the Directors have invested the net proceeds from share issues into Compartment A of an existing European credit opportunities investment vehicle, CVC European Credit Opportunities S.à r.l. (the "Investment Vehicle"), managed by CVC Credit Partners Investment Management Limited (the "Investment Vehicle Manager").

 

The Company is a member of the AIC and is regulated by the Jersey Financial Services Commission.

 

Significant events during the year ended 31 December 2020

Sale of treasury shares

The Company completed the following sale of Euro and Sterling treasury shares during the period. All treasury shares were sold at a premium to the relevant published NAV.

 

 

Euro Shares

Sterling Shares

Treasury shares sold

350,000

-

Gross proceeds received

€352,205

-

 

Contractual quarterly tenders

The Company completed the following tenders under its Contractual Quarterly Tender mechanism during the period. All of the shares tendered were transferred into the Company's name and held in treasury.

 

Quarterly tender

Settlement date

Euro Shares

tendered

Euro Share

tender price

Sterling Shares

tendered

Sterling Share

tender price

December 2019

14/02/2020

2,455,926

€0.9913

76,796,296

£1.0434

March 2020

18/05/2020

1,804,283

€0.7738

14,871,329

£0.8139

June 2020

14/08/2020

6,319,950

€0.8796

25,588,695

£0.9325

September 2020

16/11/2020

4,000,022

€0.9067

7,583,983

£0.9650

 

On 13 November 2020, the Company announced that it had received tender applications in respect of the December 2020 tender for 4,804,474 Euro Shares and 23,256,443 Sterling Shares. Refer to note 16 for details regarding the settlement of the December 2020 tender.

 

A description of the contractual quarterly tender mechanism can be found below.

 

Due to the COVID-19 pandemic, the Board considered it prudent to include additional powers in respect of the Contractual Quarterly Tenders June 2020 to March 2021 that would allow the Board to:

 

· Reduce the maximum number of shares that may be tendered for purchase in any quarter below the current limit of 24.99% of the shares in issue at the relevant tender record date;

· Alter the timetable or any part thereof prospectively in respect of any quarter or quarters at any time; and

· Suspend any Contractual Quarterly Tender or the completion of any Contractual Quarterly tender for one or more quarters at any time.

 

These additional powers were put forward for, and received, shareholder approval at the AGM on 1 May 2020. The Board intends to only use these powers when it considers it appropriate and in response to the developing situation in connection with the COVID-19 pandemic. The Board has not exercised these additional powers to date.

 

Voluntary conversions

Following requests made by shareholders, the Company converted a total of 750,810 Euro Shares into 619,959 Sterling Shares and 7,152,706 Sterling Shares into 8,474,131 Euro Shares under the monthly conversion facility during the year ended 31 December 2020.

 

Dividend target

As disclosed in the Company's Annual Financial Report for the period ended 31 December 2019, the stated target annual dividend was around 0.05500 per Euro Share and £0.05500 per Sterling Share. As at 31 December 2019, the Company reset the medium-term total return target of the Company to 8% and noted that it would be considering the significant differences in both value and timing terms of the cash returns flowing from the performing credit and credit opportunities asset pools and whether it makes sense to more accurately match future dividend distributions to those cash flows.

 

On 24 April 2020, the Company announced that the impact of COVID-19 on markets as a whole, and leveraged credit markets in particular, had confirmed the Board's view (expressed in its Annual Financial Report for the year ended 31 December 2019) that it was desirable to reassess the Company's dividend distribution basis. As a result, the Board determined to reset the annual dividend to 0.04 per Euro Share and £0.04 per Sterling Share. However, when market conditions allowed, it would seek to restore the annual dividend to the previous level. The Company's previously stated medium term total return target of 8% remains unchanged.

 

On 25 September 2020, in light of more supportive market conditions, the Company announced an increase in the level of its annual dividend to 0.04500 per Euro Share and £0.04500 per Sterling Share.

 

Purpose

The Company is an investment company, and its scope is restricted to that activity. In that context, the Company's purpose is to provide investors with sustainable long-term returns by investing in a diversified portfolio of principally European corporate debt. In fulfilling the Company's purpose, the Board seeks to consider the views of all stakeholders and is mindful of the impact that the Company has on wider society.

 

Investment Objective

The Company's investment objective is to provide shareholders with regular income returns and capital appreciation from a diversified portfolio of predominantly sub-investment grade European corporate debt instruments.

 

Investment Policy

The Company's investment policy is to invest predominantly in debt instruments issued by companies domiciled, or with material operations, in Western Europe across various industries.

 

The Company's investments are focused on the senior secured obligations of such companies, but investments are also made across the capital structure of such borrowers.

 

The investment policy of the Investment Vehicle is subject to the following Investment Limits:

 

· A minimum of 50% of the Investment Vehicle's gross assets will be invested in senior secured obligations (which, for the purposes of this investment limit will include cash and cash equivalents).

· A minimum of 60% of the Investment Vehicle's gross assets will be invested in obligations of companies/borrowers domiciled, or with material operations, in Western Europe.

· A maximum of 7.5% of the Investment Vehicle's gross assets will be invested at any given time in obligations of a single borrower subject to a single exception at any one time permitting investment of up to 15% in order to participate in a loan to a single borrower, provided the exposure is sold down to a maximum of 7.5% within 12 months of acquisition.

· A maximum of 7.5% of the Investment Vehicle's gross assets will be invested in credit loan obligation securities.

· A maximum of 25% of the Investment Vehicle's gross assets will be invested in CVC Capital Portfolio Company debt obligations calculated as invested cost as a percentage of the Investment Vehicle's gross assets.

 

The Investment Vehicle is permitted to borrow up to an amount equal to 100% of the NAV of the Investment Vehicle at the time of borrowing. The Investment Vehicle's borrowings as a percentage of the Investment Vehicle's NAV as at 31 December 2020 stood at 27.67% (31 December 2019: 21.62%).

 

General

The investment objective and investment policy of the Investment Vehicle are consistent with the investment objective and investment policy of the Company. In the event that changes are made to the investment objective or investment policy of the Company or of the Investment Vehicle (including the investment limits and/or the borrowing limit), the Directors will seek Shareholder approval for changes which are either (a) material in their own right or, (b) when viewed as a whole, together with previous non-material changes, constitute a material change from the published investment objective or policy of the Company.

 

Company borrowing limit

The Company may borrow up to 15% of the NAV of the Company for the sole purpose of purchasing or redeeming its own shares otherwise than pursuant to Contractual Quarterly Tenders. As at 31 December 2020, the Company did not have any borrowings (31 December 2019: no borrowings).

 

Investment strategy and approach

The Company has given effect to its investment policy by subscribing for Preferred Equity Certificates, (the "PEC's"), Series 4 and 5, issued by the Investment Vehicle. Series 4 and 5 PECs are denominated in Euro and Sterling respectively and are income distributing.

 

The Investment Vehicle Manager's investment strategy for the Investment Vehicle is to make investments across approximately 40 to 60 companies based on detailed fundamental analysis of the operations and market position of each company and its capital structure.

 

The Investment Vehicle Manager invests in the debt of larger companies and invests in companies with a minimum EBITDA of €50 million or currency equivalent at the time of investment. The Investment Vehicle Manager believes that the debt of larger companies offers a number of differentiating characteristics relative to the broader market:

 

(i)  larger, more defensive market positions;

(ii)  access to broader management talent;

(iii)  multinational operations which may reduce individual customer, sector or geographic risk and provide diverse cashflow;

(iv)  levers such as working capital and capital expenditure which can be managed in the event of a slowdown in economic growth; and

(v)  wider access to both debt and equity capital markets.

 

Based on the market opportunity, the Investment Vehicle Manager invests in a range of different credit instruments across the capital structure of target companies (including, but not limited to, senior secured, second lien and mezzanine loans and senior secured, unsecured and subordinated bonds). Assets are sourced in both the new issue and secondary markets, using the sourcing networks of the Investment Vehicle Manager and in certain circumstances the CVC Group more broadly. The Investment Vehicle Manager's access to deals is supported by the network of contacts and relationships of its leadership team and investment professionals, as well as the strong positioning of the CVC Group in the European leveraged finance markets. CVC Capital Portfolio Companies are one of the largest sponsor-led issuers of leveraged loan deals in Europe1.

 

Each investment considered by the Investment Vehicle Manager is built around an investment thesis and generally falls into one of two categories:

 

1. Performing Credit; and

2. Credit Opportunities.

 

The Investment Vehicle Manager analyses the risk of credit loss for each investment on the basis it will be held to maturity but takes an active approach to the sale of investments once the investment thesis has been realised.

 

Further information in respect of the Investment Vehicle portfolio and performance as at 31 December 2020 can be found in the Investment Vehicle Manager's report below.

 

KPIs

The Board meets regularly to review performance and risk against a number of key measures. With the exception of dividends, the Company considers the below KPIs to be Alternative Performance Measures. Further details of these can be found below.

 

NAV total return

The Board regularly reviews and compares the NAV and share price of the Company. The Directors regard the Company's NAV total return as being the overall measure of value delivered to shareholders over the long-term.

 

Total return reflects both NAV growth of the Company and also dividends paid to shareholders.

 

The NAV total return for Euro Shares and Sterling Shares has increased by 37.30 % and 45.20 % respectively from IPO. The Euro Shares and Sterling Shares NAV total return for the year ended 31 December 2020 was 1.71% (2019: 1.56%) and 2.80% (2019: 3.07%) respectively. Please refer to the Financial Highlights and Performance Summary in the Annual Financial Report for the Euro Shares and Sterling Shares NAV total return analysis. The divergence in NAV per share performance between share classes principally derives from the risk-free rate differential between Euro and Sterling.

 

Dividend

The Company's present annual dividend level is €0.04500 and £0.04500 per Euro Share and Sterling Share respectively. During 2020, S hareholders received total dividends of € 0.04875 and £ 0.04875 (2019: € 0.05500 and £ 0.05500 ) per Euro Share and Sterling Share respectively . Please refer below for the Company's dividend history from inception.

 

Ongoing charges 2

The Board reviews and compares the Company's operating expenses against budget on a monthly basis and performs an analysis of deviations.

 

The Company's ongoing charges for the year ended 31 December 2020 were 1.54% (revised ongoing charges 31 December 2019: 1.41%3). The above ongoing charges figure includes the Company's pro-rata share of the Investment Vehicle management fee, custodian and administration expenses and other general expenses but excludes interest costs and performance fees. The ongoing charges for the Company's Euro and Sterling share classes individually are approximate to each other and therefore, the Company has chosen to disclose one ongoing charges figure.

 

In line with the recommended methodology for the calculation of an Ongoing Charge figure published by the AIC (and most recently updated in October 2020), the Board has also chosen to disclose an ongoing charges figure inclusive of the Investment Vehicle's performance fee. For the year ended 31 December 2020, the ongoing charges plus performance fee ratio was 1.61% for the Company's Euro Shares and 1.55% for the Company's Sterling Shares.

 

Premium/discount

The Directors review the trading prices of the Company's Euro Shares and Sterling Shares and compare them against their respective NAVs to assess volatility in the discount or premium of the share prices to their NAVs. As at 31 December 2020, the Company's discount to NAV per Euro Share was 6.80% (2019: 4.62% discount) and discount to NAV per Sterling Share was 8.34% (2019: 6.78% discount) respectively. Please refer to the Financial Highlights and Performance Summary in the Annual Financial Report for NAV and share price analysis.

 

Please refer below for further information on the calculation methodology applied to these KPIs.

 

Other measures

In addition to the above KPIs, the Board meets regularly to review the performance and risk against the below other measures:

 

Diversification

The Directors review the geographical, industry, asset and currency diversification of the underlying Investment Vehicle to ensure that holdings are in line with the prospectus and also to monitor the diversification risk of the underlying portfolio. Please refer to the Investment Vehicle Manager's Report for analysis of the Investment Vehicle portfolio and note 8 for further details regarding the Investment Vehicle's risk diversification policies.

 

Default rates in Europe and US

The Directors regularly discuss historic and emerging default risk in Europe and the US with the Investment Vehicle Manager to help assess and understand the performance and prospective performance of the Company. Performance of the Company may be affected by the default or perceived credit impairment of investments held by the Investment Vehicle. A withdrawal of investment capital, an economic downturn and/or rising interest rates could severely disrupt the European and US markets which could impact the ability of issuers to repay principal and interest and could adversely affect the value of the Company's investment in the Investment Vehicle and by extension, the Company's NAV and/or the market price of the Company's Shares. The Directors hold monthly discussions with representatives of the Investment Vehicle Manager to assist in monitoring the above indicator.

 

Life of the Company

The Company has an indefinite life. In accordance with the Articles, the Directors are required to propose an Ordinary Resolution that the Company continues its business as a closed-ended investment company (the "Continuation Resolution") if the following occur:

 

(i)  the Company NAV falls below €75 million; or

(ii)  the Directors are required to convene "class closure meetings" for all classes of shares in issue. A class closure meeting is required if a share class is delisted for any reason, or, if in any rolling 12 month period, the average daily closing market price (as derived from the market data published by Bloomberg or any successor market data service thereto) of any class of shares during such 12 month period is 10% or more below the average NAV per share (calculated inclusive of current year income).

 

If a Continuation Resolution is not passed, the Directors are required to put forward proposals within six months for the reconstruction or reorganisation of the Company to the shareholders for their approval.

 

These proposals may or may not involve winding up the Company and, accordingly, failure to pass the Continuation Resolution will not necessarily result in the winding up of the Company. A failure to pass a Continuation Resolution may result in the redemption by the Company of its entire holding of PECs.

 

Going concern

Under the Listing Rules, the AIC Code and applicable regulations, the Directors are required to satisfy themselves that it is reasonable to assume that the Company is a going concern from the date of approval of the financial statements.

 

In making this assessment, the Directors have reviewed the Company's budget and cash flow forecast for the next 12 months from the date of approval of the financial statements. On the basis of this review, and after making due enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months to 18 March 2022, being the period of assessment covered by the Directors. The Directors are also satisfied that no material uncertainties exist that cast significant doubt over the Company's ability to continue as a going concern. In making this assessment, the Board have considered the impact that COVID-19 may have on the Company. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 

Viability Statement

Under the AIC Code, the Directors are required to make a Viability Statement which explains how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, taking into account the Company's current financial position and principal risks. The principal risks faced by the Company are described below.

 

The prospects of the Company are driven by its investment objectives, investment policy and investment strategy as summarised below, and also by the conditions existing in the markets in which the Company's ordinary shares trade and in which the Investment Vehicle invests and financial markets generally.

 

In assessing the prospects of the Company, the Directors have, in addition to taking into account the principal risks facing the Company, taken into account the Company's current financial position. Their assessment has included a robust process encompassing an examination of the:

 

(i)  Investment Vehicle Manager's view of the investment opportunity and the conditions existing in the markets in which the Investment Vehicle is exposed and financial markets generally, including scenario analysis, stress tests and volatility and return comparisons;

(ii)  liquidity and fundamental prospects of the underlying positions of the Investment Vehicle;

(iii)  extent to which the Company directly or indirectly uses gearing;

(iv)  liquidity of the PECs in which the Company invests; and

(v)  impact on the Company's viability under scenarios stemming from the application of the Contractual Quarterly Tender facility. 

 

Based on the results of their assessment of the above processes, and in the absence of any unforeseen circumstances, the Directors have concluded that a period of three years from the date of this statement is an appropriate period over which to assess the prospects of the Company as the principal risks, mitigating controls and investment strategy and policy are not expected to materially change over this period. This period reflects the effect of significant redemption requests received from shareholders under the Contractual Quarterly Tender mechanism, coupled with no further issuances of ordinary shares by the Company, before a Continuation Resolution would be proposed as a result of the NAV falling below €75 million. 

 

The Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due within at least this period of assessment. The Directors are also of the opinion that given the information available to them at the date of these financial statements, the Company will be able to continue to conduct its commercial activities in a manner consistent with its investment objectives for the foreseeable future.

 

Social and environmental responsibility

The Board acknowledges that the Company, in addition to utilising financial capital, is also a user of social capital, particularly in Jersey, the jurisdiction in which the Company operates. The Board further acknowledges that the Company has an environmental footprint that is in addition to and distinct from that of the Investment Vehicle and its portfolio companies. The Directors have considered the Company's use of social capital and the environmental impact of the operation of the Company upon wider society and in response has commenced a programme of support in favour of the Jersey National Park as further described above and below.

 

Modern slavery

The Company would not fall into the scope of the UK Modern Slavery Act 2015 (as the Company does not have any turnover derived from goods and services) if it was incorporated in the UK. Furthermore, as a closed-ended investment company, the Company has a non-complex structure, no employees and its supply chain is considered to be low risk given that suppliers are typically professional advisers based in either the Channel Islands or the UK. Based on these factors, the Board have considered that it is not necessary for the Company to make a slavery and human trafficking statement.

 

Climate-related financial disclosures

The Company has been a formal supporter of the Task Force for Climate Related Financial Disclosures' ("TCFD") recommendations since 2018. The Company believes that climate change will have material impacts on the financial performance of companies in which the Investment Vehicle Manager invests and on the universe of companies in which the Investment Vehicle Manager may invest.

 

The Company is at the beginning of its TCFD implementation journey and it expects full implementation to be achieved through a multi-year process of collaboration with the Investment Vehicle Manager.

 

The Company plans to report on progress in this regard twice a year - through its Half Year and Annual Financial Reports.

 

Governance

The Company has integrated climate-related risks into its governance structure. During the past 12 months the Board has:

 

· commenced a climate-specific dialogue with the Investment Vehicle Manager with the aim, over time, of achieving full compliance with the TCFD's recommendations;

· added climate change as an item for Directors' continued professional development in-line with the Board's belief that climate-related risks and opportunities are key developments in the credit industry that the Directors should keep up-to-date with;

· included climate as a priority agenda topic in regular discussions with the Investment Vehicle Manager at each quarterly board meeting with a view to exchanging climate-related views and increasing mutual awareness of climate-related issues. It is intended that this dialogue and any workstreams that it generates will facilitate continual enhancement, year-on-year, of the Company's climate-related disclosures;

· received climate-related policy and regulation updates from independent specialists to ensure the Company's early compliance with changes in regulations and to remain cognisant of best practice guidance.

 

Strategy

The Company's climate-related risks and opportunities are closely linked to those of the Investment Vehicle. Therefore, the Company has been engaging with the Investment Vehicle Manager in order to better understand and monitor climate-related risks and opportunities. It started by reviewing the Investment Vehicle Manager's ESG policies and understanding the extent to which the Investment Vehicle Manager is integrating climatic and ESG considerations into its due diligence and decision-making processes.

 

The Investment Vehicle Manager's policies mandate that the investment management team includes ESG considerations in the investment process, where possible, before making an investment. ESG and responsible investing factors are considered at the following stages:

 

· Investment selection - Consider high level and material ESG and responsible investing issues as part of the overall due diligence process.

· Investment paper - Seek to include analysis on material ESG and responsible investing considerations, if applicable and relevant, based on the due diligence around those issues. Such due diligence may include a review of environmental and social reports, site visits, management interviews, and discussions with key stakeholders.

 

Following an investment, the investment team will seek to monitor ESG and responsible investing considerations on an ongoing basis.

 

· Portfolio review - Investment analysts seek to include commentary on material ESG and responsible investing risks as part of their regular portfolio monitoring reporting to the investment committee of the Investment Vehicle Manager. The compliance team assists by providing an overview of potentially adverse ESG-related news for individual issuers. Where relevant, such reports aim to focus on whether any of the ESG and/or responsible investing risks identified are likely to have a material adverse effect on the value of the investment.

 

The Company plans to continue its collaboration with the Investment Vehicle Manager and to encourage the Investment Vehicle Manager to collaborate with sponsors with a view to facilitating continual improvement in the quantity and quality of the Company's climate-related disclosures.

 

Risk Management

In mid-2020, the Company shared guidance and resources with the Investment Vehicle Manager. This included a discussion framework outlining a top-down approach to identify and better manage and disclose climate-related risks and opportunities at a sector level throughout the investment portfolio.

 

Metrics & Targets

The Company is working toward reporting and disclosing the proportional operational (Scope 1 and 2) greenhouse gas emissions of the investee companies that comprise the Investment Vehicle investment portfolio along with metrics that evidence an intention to reduce these emissions. The Company recognizes the importance of value chain (Scope 3) emissions; however due to the higher complexity of quantifying Scope 3, the Company will initially prioritise Scope 1 and 2.

 

Given the type and structure of the Company, the Company's own impact is minimal.

 

During the year the Company engaged in an exercise to examine the climate-related disclosures of the sponsors of the issues represented within the investment portfolio of the Investment Vehicle. The Board determined that the PRI provided the most effective platform from which the Company could draw the most relevant climate-related data. From an examination of that data the Company can disclose that issuers comprising 39% of the value of the investment vehicle portfolio (excluding cash) have committed to abide by the PRI's six principles of responsible investing. Applying a proprietary scoring system to the climate-related disclosures of these sponsors has allowed the Company to measure, on a look-through basis, its' compliance with the principles of responsible investing as prescribed by the PRI. The Company will keep these measures under review and expects to see increasing compliance between reporting periods. Should this not occur the Company will seek explanations, the results of which will be fed back to the Investment Vehicle Manager for incorporation into their decision-making processes.

 

Looking forward

The approach described above covers the assets of the Investment Vehicle. The Company recognises that enhancements to this approach will be needed in areas where the data to conduct the necessary analysis is currently limited, or where the tools available remain in a nascent stage of development. These are challenges the Company is working to resolve and progress over time will be reported in the Company's Annual and Half Year Financial Reports. In response to these challenges, the Company has laid out the following steps to take its commitment to TCFD recommendations further:

 

· The Company has identified investors' initiatives (e.g., Climate Action 100+, UK and US SIF, PRI's Transition Pathway Initiative, ELFA's Industry ESG Factsheets) to be important avenues to increase its understanding and deepen its risk mitigation strategy.

 

· The Company will continue to work with the Investment Vehicle Manager and specialist firms as needed to establish metrics to measure the climate-related risks and opportunities in the portfolio (e.g., initially Scope 1 and 2 greenhouse gas emissions data of portfolio companies) and will request semi-annual reporting on these metrics in the Investment Vehicle Manager report contained in the Company's Half Year and Annual Financial Reports.

 

Future strategy

The Board continues to believe that the investment strategy and policy adopted by the Investment Vehicle is appropriate for and is capable of meeting the Company's objectives.

 

The overall strategy remains unchanged and it is the Board's assessment that the Investment Vehicle Manager's resources are appropriate to properly manage the Investment Vehicle's portfolio in the current and anticipated investment environment.

 

Please refer to the Investment Vehicle Manager's report for detail regarding performance of the Investment Vehicle's investments and the main trends and factors likely to affect the future development, performance and position of those investments.

 

This Strategic Report was approved by the Board of Directors on 18 March 2021 and signed on its behalf by:

 

 

 

 

 

Richard Bol é at                                                                                                                                            Mark Tucker

Chairman                                                                                                                                Audit Committee Chairman


1 - Source: S&P LCD, for the period between January 2017 and March 2021.

2 - The Company's ongoing charges are considered to be APMs which are calculated according to the methodology outlined below and differ to the ongoing costs disclosed within the Company's KIDs which follows the methodology prescribed by EU rules. For example, the ongoing costs disclosed in the Company's KIDs include interest expense and are based on average ongoing charges over the past three years whereas the ongoing charges ratio disclosed in this report do not include interest expense and are based on ongoing charges incurred during the year ended 2020 only. The Company's most current KIDs and an accompanying explanatory note reconciling the two different ratios are available on the Company's website ( www.ccpeol.com/news-documents ).

3 - Refer below for details of the revised ongoing charges methodology.

 

Principal risks and uncertainties

 

When considering the total return of the Company, the Directors take account of the risk which has been taken in order to achieve that return. The Directors have carried out a robust assessment of the principal risks facing the Company including those which would threaten its business model, future performance, solvency or liquidity. An overview of the principal risks and uncertainties is set out below:

 

Principal Risk

 

Mitigating Factors

COVID-19

 

 

The Company is exposed to financial losses stemming from the impact on the Investment Vehicle's Portfolio and on markets generally, arising from the spread of the COVID-19 disease and its effect on global economic activity, supply chain disruption, restrictions on human freedom of movement and consequential constraints on issuer liquidity and the availability of market financing.

 

Since the start of the COVID-19 pandemic, governments and central banks in Europe and the United States have engaged in a concerted series of policy steps which have sought to provide financial support to business. These steps have included further monetary policy loosening, provision of capital markets liquidity and direct and indirect support for business through subsidised and guaranteed lending schemes, grants to support employment and other measures. Any significant withdrawal of such features in the absence of a sustainable long-term solution to the impacts of the pandemic has the potential to cause material negative consequences on the financial condition of individual issuers and the liquidity of the markets in which the Company invests.

 

Since the beginning of 2020, governments within Europe have introduced a variety of countermeasures to prevent the further spread of COVID-19. The existence of these countermeasures, such as compulsory lockdowns, has presented, and will continue to present, an increased risk of operational disruption to the Company's service providers and, therefore by extension, the Company.

 

The Investment Vehicle Manager conducts on an ongoing basis an issuer-by-issuer review to identify emerging impacts as circumstances develop. The Board reviews the Investment Vehicle portfolio and receives presentations from the Investment Vehicle Manager on a regular basis.

 

 

 

During the year, the Directors put forward for shareholder approval additional powers that could be used at the Board's discretion when operating the Contractual Quarterly Tender mechanism. At the AGM held on 1 May 2020, shareholders unanimously approved these additional powers which the Directors will use should they consider it appropriate and in response to the developing situation of the COVID-19 pandemic. Details of these powers are outlined on above.

 

During the year, the Board has engaged with key service providers in order to ensure that they have been able to successfully action their business continuity plans in order to continue providing services to the Company. During the COVID-19 pandemic to date, the Company has not experienced any material operational disruption.

 

 

 

Supply and demand

 

 

The value of the investments in which the Company indirectly invests are affected by the supply of primary issuance and secondary paper on the one hand and the continued demand for such instruments from buy side market participants on the other. A change in the supply of, or demand for, underlying investments may materially affect the performance of the Company.

 

The Directors are in regular communication with the Investment Vehicle Manager and receive monthly performance reports and independent data to assist in monitoring the performance of the Investment Vehicle. It is the Investment Vehicle's performance which is the main driver of the Company's performance.

 

 

 

 

Credit risk

 

 

The Investment Vehicle invests in sub-investment grade European corporate issuers and therefore credit risk is greater than would be the case with investments in investment grade issuers.

 

The Company and the Investment Vehicle have Investment Limits and risk diversification policies in place to mitigate credit risk. Please refer above for details of the Investment Limits and the Investment Vehicle Manager's Report for analysis of the Investment Vehicle portfolio .

 

 

 

Liquidity

 

 

The Company relies on the periodic redemption mechanism offered by the Investment Vehicle to realise its investment in PECs, and on that mechanism operating in a timely and predictable manner.

 

 

The Board holds periodic meetings at which extensive discussion of the Investment Vehicle's portfolio takes place. This includes consideration of portfolio liquidity. Please refer to note 8.2 for further details.

 

 

The Investment Vehicle's underlying investments are not inherently liquid. Investments are generally bought and sold by market participants on a bilateral basis and any reduction in liquidity caused by a reduction of demand or market dislocation may have a negative impact on the Company's ability to effectively conduct its Contractual Quarterly Tenders.

 

 

 

 

 

Foreign exchange risk

 

 

Foreign exchange risk is the risk that the values of the Company's and the Investment Vehicle's assets and liabilities are adversely affected by changes in the values of foreign currencies by reference to the Company's base currency, the Euro.

 

The effect of foreign exchange risk at the Investment Vehicle level is actively managed by the board of the Investment Vehicle and its advisors through hedging arrangements as detailed in note 8.6. The Board monitors the NAV per share divergence between the Euro and Sterling share classes in order to identify the impacts of flow through foreign exchange risk.

 

 

 

Macro-economic factors

 

 

Adverse macro-economic conditions may have a material adverse effect on the performance of the Investment Vehicle's underlying assets and liabilities and on the ability of underlying borrowers to service their ongoing debt obligations.

 

The Board is reliant on the active portfolio management of the Investment Vehicle Manager which monitors and manages each investment on an ongoing basis. Part of this monitoring includes considering macro-economic, credit specific, event-driven and environmental and social factors in respect of each investment. This analysis helps inform the Investment Vehicle Manager's decision to buy, sell or hold each investment. The Directors are in regular communication with the Investment Vehicle Manager and receive monthly performance reports to assist in monitoring these factors.

 

 

 

Capital management risks

 

 

Shareholders may seek to redeem their shareholdings in the Company using the Contractual Quarterly Tender facility, subject to restrictions as detailed in note 12, which could result in the NAV of the Company falling below €75 million and as such, triggering the requirement for the Directors to convene an extraordinary general meeting to propose an ordinary resolution that the Company continues its business as a closed-ended investment company. There is a risk that a continuation resolution will not be passed which could result in the redemption by the Company of its entire holding in the Investment Vehicle.

 

The Company has placed restrictions within the Contractual Quarterly Tender facility that limit the amount of shares that Shareholders can redeem at each tender (refer to note 12 for details of these restrictions). The Board performs an annual modelling exercise to determine whether consecutive tender requests would prompt a continuation resolution and actively monitors the level of tenders throughout the year. The Company engages with tendering shareholders to understand the rationale behind significant tender requests. The Board and representatives of the Investment Vehicle Manager proactively engage with current and prospective shareholders and seek to understand their views on the Company.

 

The engagement and monitoring in place by the Board allows the Company to be proactive in identifying any common themes driving significant tender requests.

 

 

 

Brexit

 

The Company

The post-Brexit renegotiation of the UK's trading arrangements with the EU may adversely impact the Company, the Investment Vehicle and/or the Investment Vehicle Manager's ability to manage the Investment Vehicle.

 

Brexit has brought no change to the basic principle that a non-EU based company, such as the Company has the ability to hold PECs issued by an EU issuer (the Investment Vehicle). It is anticipated that the Company's relationship with the Investment Vehicle will be unaffected by Brexit.

 

The Investment Vehicle Manager

Before Brexit the investment vehicle management agreement between the Investment Vehicle and the Investment Vehicle Manager described the services being provided by one EU entity to another whereby the Investment Vehicle Manager was authorised to provide its MiFID services within the EU on a "passported" basis. The post-Brexit transition period ended on 31 December 2020, and since that time, the Investment Vehicle Manager has been a "third country entity" providing its investment services to the Investment Vehicle on the basis that the Investment Vehicle is a "per se professional client" under the investment management agreement between them. The Board believes that continued provision of the investment services by the Investment Vehicle Manager to the Investment Vehicle should be exempt from registration or authorisation in Luxembourg.

 

 

 

 

 

Brexit has had, and will likely continue to have, a macroeconomic impact within Europe which, for example, includes potential further disruption to the flow of goods and services. This, in turn, has the ability to have a microeconomic impact on issuers operating within Western Europe that the Investment Vehicle may invest in. The Board mitigates this ongoing risk, to the extent possible, by adopting the mitigating actions described in the macro-economic factors principal risk above.

 

 

 

Interest rates

 

 

The increasing preponderance of negative interest rates in developed economies is a new feature to which leveraged credit markets have not materially been exposed in the past, and the effect on market dynamics and demand for and supply of primary issuance and secondary paper in that context cannot be fully analysed. Consequently, the impact on shareholder returns cannot be properly analysed with any degree of certainty.

 

There is as yet no evidence that negative interest rates have had a material impact on the operation of leveraged credit markets. The Board is keeping this issue under close review.

 

 

 

Environmental Social Governance ("ESG")

 

 

Reputational damage stemming from the Company's ESG-related activities and disclosures failing to meet the standard expected by shareholders.

 

Reputational damage stemming from the Company's

environmental footprint or from the Company's deemed disregard of its use of social capital.

 

 

The Company has embarked on a program me to better understand the views and expectations of stakeholders in regard to ESG-related matters.

 

The Company is a closed-ended investment company which has no employees and so its own greenhouse gas emissions and environmental footprint are minimal as is its use of social capital. During the year, to offset its environmental and social impact, the Company committed to a programme of support in favour of the recently established Jersey National Park.

 

 

 

Financial losses stemming from climate-related factors adversely impacting the capital value of securities held within the Investment Vehicle portfolio and/or the ability of those companies whose securities are held to meet their financial obligations thereunder.

 

Reputational damage stemming from the Company's association with companies whose securities are held within the Investment Vehicle portfolio and whose ESG policies, activities or disclosures fail to meet the standards expected by stakeholders.

 

 

The consideration of such risks are embedded within the Investment Vehicle Manager's ESG policy.

 

 

 

 

 

The Company has reviewed the ESG policy of the Investment Vehicle Manager and engages with representatives of the Investment Vehicle Manager on a continual basis in order to ensure the policy is appropriate and is implemented appropriately.

 

 

 

Taxation

 

 

There is a risk that revisions to the taxation of the Investment Vehicle through the introduction and implementation of new or amended tax legislation will impact its ability to continue to deliver current after-tax returns to the Company.

 

The Board and the Investment Vehicle take ongoing advice on all tax compliance matters relating to the Company and the Investment Vehicle as necessary, and keep all such developments under review.

 

The Company may be exposed to additional risks not disclosed above or within the Annual Financial Report as they are not considered by the Board to be principal or emerging risks. The Company assesses risks, and the mitigation thereof, on an ongoing basis and as part of its formal business risk assessment process. 

 

Section 172(1) Statement

 

Through adopting the AIC Code, the Board acknowledges its duty to comply with section 172 of the UK Companies Act 2006 to act in a way that promotes the success of the Company for the benefit of its members as a whole, having regard to (amongst other things):

 

a)  the consequences of any decision in the long-term;

b)  the interests of the Company's employees;

c)  the need to foster business relationships with suppliers, customers and others;

d)  the impact on community and environment;

e)  the maintaining of reputation for high standards of business conduct; and

f)  acting fairly as between members of the company

 

The Board considers this duty to be inherent within the culture the Company and a part of its decision-making process.

 

Information on how the Board has engaged with its stakeholders and promoted the success of the Company, through the decisions it has taken during the year, whilst having regard to the above, is outlined below.

 

The principal decisions section below outlines decisions taken during the year which the Board believes has the greatest impact on the Company's long-term success. The Board considers the factors outlined under section 172 and the wider interests of stakeholders as a whole in all decisions it takes on behalf of the Company.

 

Stakeholder engagement

 

Who

Why we engage

How we engage 

Outcome

Shareholders

Shareholders enable the Company to give effect to its purpose through the commitment of risk capital. Their continued support is imperative to the effective implementation of the Company's investment strategy, under the terms of the Company prospectus as issued from time to time.

The Company's monthly fact sheets and market announcements are published on the Company's website ( www.ccpeol.com ). More detailed communications are made to Shareholders on a biannual basis through the publication of the half-yearly and annual financial reports. Also, representatives of the Investment Vehicle Manager hold regular meetings with both current and potential shareholders and periodically hosts investor events. The Board, in conjunction with the input of the Corporate Brokers, has arranged, and will continue to periodically arrange, meetings with Shareholders for the primary purpose of remaining cognisant of Shareholder views on a wide range of topics relevant to their shareholding in the Company.

Shareholders receive relevant information allowing them to make informed decisions about their investments.

 

The Board receives the views of Shareholders allowing it to consider these views throughout its deliberations, including the drafting of its disclosures in its half year and full year financial reports.

The Investment Vehicle Manager

 

The Board needs to inform itself as to the effectiveness of the operation of the Investment Vehicle and its investment programme. In addition, the Investment Vehicle Manager provides investor relations support to the Company and the Board works with the Investment Vehicle Manager to support the investor relations function on a regular basis.

The Investment Vehicle Manager reports on the performance of the Investment Vehicle to the Board on a regular basis. In addition, the Board meets with representatives of the Investment Vehicle Manager on a regular basis in order to develop and monitor its sales and marketing strategy.

 

The Company is well managed, receives appropriate and timely advice and guidance and has an appropriate, open and transparent relationship with the Investment Vehicle Manager.

Corporate brokers

The Board needs to understand the manner in which the Company's shares trade, and to understand the opinions of shareholders and market participants as expressed to the Company's Corporate Brokers from time to time.

 

 

 

Relationships with corporate brokers, other than the Company's Corporate Brokers, increases the public profile of the Company.

The Corporate Brokers are kept updated on the strategy of the Company so that they can publish relevant research information and engage meaningfully with potential investors. The sales team receives regular contact and helps the Company to participate in exchange volume and provide liquidity for investors. The Board receives formal updates from the Corporate Brokers on a quarterly basis.

 

Representatives of the Investment Vehicle Manager interact with a number of corporate brokers, other than the Company's Corporate Broker, and are occasionally invited to present at broker shareholder conferences.

 

The Board is able to properly implement its capital management strategies in the context of the premium or discount at which the Company's shares trade, along with dealing with any concerns expressed by investors through the Corporate Brokers.

Research partnerships

To reach a wider audience of current and potential investors, thus providing potentially greater trading liquidity in the Company's shares. 

Representatives of the Investment Vehicle Manager arrange presentations about the Company with research firm, Edison and with wealth managers.

Demand for the Company's shares is increased.

Regulators

The Board regards full compliance with the various regulatory and statutory rules to which it is subject as a key governance objective.

The Company interacts with regulators through formal submissions of information on a periodic basis (for example, periodic financial statements). The Company interacts more formally with regulators, and seeks their guidance, where required.

The Company's regulatory framework remains current.  Applicable laws and regulations are fully considered during the Board's deliberations.

Association of Investment Companies

In order to inform the Board as to emerging legislative and regulatory developments and market conditions, and to allow the Company to interact with the wider investment community and thus identify trends and potential opportunities.

The Company is an active member of the AIC and Board members regulatory attend and actively participate in AIC sponsored events.

The Board and representatives of the Investment Vehicle Manager are well informed and positioned to identify market trends, opportunities and emerging risks as well as expand the network of the Company.

Auditors

To ensure that the annual audit process operates effectively, efficiently and predictably, and to calibrate the Company's operational disclosure with other market participants.

The Audit Committee meets with the Auditors formally on a biannual basis and more frequently where required. The Auditors provide valuable feedback on the Company and those of its service providers that have a delegated responsibility for areas of accounting and internal control.

Shareholders and the market receive audited financial information consistent with the requirements of the exchange on which the Company's shares trade.

Third-party service providers

To receive operational, compliance and associated reports and to satisfy the Board as to the effective operation of the systems and internal controls operated by service providers on behalf of the Company.

The Board oversees the performance of third-party service providers. Refer below for further information.

The Company's operations and internal controls are effective, efficient and compliant.

Wider Society

As a responsible corporate citizen the Company recognises that its operations have an environmental footprint and an impact on wider society.

The Board meet with stakeholders to remain current in their understanding of stakeholder views relating to environmental and social matters.

The Board have commenced a programme to offset the impact of the Company's operations on the community in which it operates, as demonstrated in the  decision to engage with Jersey National Park as detailed above.

 

Principal decisions

 

Decision

Impact on long-term success

Stakeholder considerations

Dividend level changes

Delivering consistent income distributions to shareholders.

The Board understands that reliable income distributions through dividends are of significant importance to shareholders. The Board's dividend target at the start of the year under review was 5.5c/5.5p per Euro/Sterling share.

 

The initial impact of the COVID-19 pandemic on markets as a whole and leveraged credit markets in particular caused the Board to reassess the appropriateness of the level of the Company's annual dividend to ensure its sustainability in the medium term. In April 2020 this was reset to 4.0c/4.0p per Euro Share/Sterling Share. After reviewing the performance of the Investment Vehicle's underlying portfolio and its base case assumptions for the near term, and giving due consideration to market conditions, the annual dividend was increased to 4.5c/4.5p per Euro Share/Sterling Share in September 2020.

 

The Board continues to re-examine the dividend level on a periodic basis to ensure that it is compatible with the performance of the underlying assets and is reflective of cash flows from those assets.

Engagement with Jersey National Park

Acting as a responsible corporate citizen.

The Board acknowledges the growing importance placed on ESG considerations by all of its stakeholders. Alongside the actions undertaken as detailed in the section headed Climate-related financial disclosures above, the Company has committed to a programme of support to the Jersey National Park to the value of £100,000 over a five-year period.

Contractual quarterly tender policy

Offering Shareholders liquidity on a net asset value basis.

The Board is aware of the importance shareholders place on being able to realise a proportion of their shareholding on a net asset value and frequent basis.

 

To ensure that the contractual quarterly tender continues to be operated in a way that is in the best interests of the Company and the shareholder base as a whole, whilst COVID-19 impacts markets, the Board obtained additional powers from Shareholders in respect of the operation of the contractual quarterly tender.

 

These additional powers include:

· Reducing the maximum number of shares that may be tendered in any quarter below 24.99% of the shares in issue at the relevant tender record date

· Alter the timetable; and

· Suspend the making or completion of any contractual quarterly tender.

 

To date it has not been deemed necessary to use these additional powers.

 

Employee engagement

The Company has no employees.

 

Business relationships

The Board considers its business relationships with stakeholders to be important to the ongoing success of the Company and is proactive in fostering these relationships. For details on the nature of these relationships and how the Company fosters relationships with its stakeholders, refer to the stakeholder engagement section above. The Board also considers the impact principal decisions have on its stakeholders, which is detailed in the principal decisions section above.

 

Board members

 

All the Directors are independent and non-executive.

 

 

CHAIRMAN

 

Richard Michael Boléat, aged 57. Appointed 20 March 2013.

Richard Boléat, FCA. Richard Boléat is a Fellow of the Institute of Chartered Accountants in England & Wales, having trained with Coopers & Lybrand in Jersey and the United Kingdom. After qualifying in 1986, he subsequently worked in the Middle East, Africa and the UK for a number of commercial and financial services groups before returning to Jersey in 1991. He was formerly a Principal of Channel House Financial Services Group from 1996 until its acquisition by Capita Group plc ('Capita') in September 2005. Richard led Capita's financial services client practice in Jersey until September 2007, when he left to establish Governance Partners, L.P., an independent corporate governance practice.

 

 

Alongside his role at the Company, he currently acts as Senior Independent Director and Audit Committee Chairman of M&G Credit Income Investment Trust plc and Chairman of SME Credit Realisation Fund Limited, both of which are listed on the London Stock Exchange. He is regulated in his personal capacity by the Jersey Financial Services Commission.

 
 

 

Directors

Mark Richard Tucker, aged 58. Appointed 20 March 2013.

In 1997 Mark joined Arborhedge Investments, Inc. (formally HFR Investments, Inc.) a Chicago based, boutique broker dealer specialising in the placement of hedge fund interests to institutions globally. Mark served as the President and Chief Executive Officer of Arborhedge until his return to Jersey in 2002, after which he remained a director and shareholder until 2012. Previously, Mark held a variety of retail and private banking roles in Jersey with both HSBC and Cater Allen Bank.

 

In 1988 Mark relocated first to London, where he joined GNI Limited in a financial futures business development role, and later to New York where he was responsible for the alternative investment programme of Gresham Asset Management, Inc. and later for the asset allocation and manager selection activities of Mitsui & Company.

 

Mark is personally regulated by the Jersey Financial Services Commission in the conduct of financial services business, is an Associate of the Chartered Institute of Bankers and a Chartered Fellow of the Chartered Institute for Securities and Investment. Mark also serves as a non-executive director to several other offshore structures.

 

David Alan Wood, aged 66. Appointed 20 March 2013.

David was a founding partner of CVC Cordatus (a predecessor to CVC Credit Partners Group) in 2006 and retired in April 2012. He was a member of CVC Credit Partners Advisory Board until April 2015. With 36 years of industry experience, David joined from Deutsche Bank where he was Co-Head of European Leveraged Finance. Prior to this, he was a Managing Director at JP Morgan/Chase Manhattan where he worked in leveraged finance and corporate banking.

 

 

Stephanie Carbonneil, aged 46. Appointed 21 February 2019.

Stephanie is a senior investment professional and is currently Head of Investment Trusts at Allianz Global Investors. She has experience in portfolio management specifically in institutional funds of funds and private wealth management. She also has broad experience in management of multi-asset funds and manager selection across European Equities, US and Emerging Equities, Global Emerging Equities, High Yield and European Fixed Income.

 

Stephanie has extensive knowledge of best practices in asset management through the implementation of a disciplined selection process and capital allocation to best-in-class managers. She has particularly strong experience in business development based on the combination of strong asset management technical expertise and experience as fund allocator. She also has been involved in implementing a diversity programme whilst in a previous role at Architas.

 

INVESTMENT VEHICLE MANAGER'S REPORT

 

Summary

2020 was a volatile year where the European leveraged loan market experienced one of its steepest one month declines ever, followed by a gradual recovery throughout the remainder of the year. The recovery started with the higher quality segment, whilst lower rated loans took slightly longer to recover but were boosted by progress on the vaccine side towards the end of the year.

 

The portfolio was cautiously positioned at the opening of the year. Given the opportunity set in the market created by the sell-off, the Investment Vehicle Manager increased its allocation to opportunistic credit whilst keeping a focus on core income.

 

Looking into 2021 and beyond, the Investment Vehicle Manager believes that the credit opportunities segment of the portfolio is well positioned to deliver further upside from existing levels, whilst core income will remain a key income generator.

 

Portfolio

As at 31 December 2020 the Investment Vehicle portfolio was invested in-line with investment policy, was diversified with 106 issuers1 (of which a range of 40 - 60 typically represent the core drivers of performance) (31 December 2019: 83) across 24 (31 December 2019: 29) different industries and 13 (31 December 2019: 13) different countries, and had exposure of no more than 3.1% (31 December 2019: 2.7%) to any single issuer.

 

Portfolio Statistics2

 

 

As at 31 December 2020

As at 31 December 2019

PercentageofPortfolioin FloatingRateAssets

83.5%

86.7%

PercentageofPortfolioin FixedRateAssets

14.7%

10.3%

Percentage of Portfolio in Other

1.8%

3.0%

W ei g h tedAveragePrice3

93.6

94.7

Y iel d toMaturity ("YTM")

7.0%

6.6%

CurrentYield

6.6%

5.7%

W ei g h tedAverageFixedRateCoupon

7.5%

7.7%

W ei g h tedAverageFloatingRate plusMargin

5.2%

4.8%

 

5 Largest Issuers as at 31 December 2020

Issuer

%ofGrossAssets

Industry

Country

Colouroz

3.1

Chemicals, Plastics and Rubber

 

Germany

Civica

 

2.9

Electronics

 

UK

Keter Group

2.9

Chemicals, Plastics and Rubber

 

Netherlands

Concordia

 

2.6

Healthcare and Pharmaceuticals

UK

Doncasters

2.5

Diversified/Conglomerate Manufacturing

 

UK

 

5 Largest Issuers as at 31 December 2019

Issuer

%ofGrossAssets

Industry

Country

Civica

2.7

Electronics

 

UK

Concordia

 

2.7

Healthcare and Pharmaceuticals

UK

Swissport

2.5

Diversified/Conglomerate Service

 

Switzerland

Doncasters

 

2.4

Diversified/Conglomerate Service

 

UK

Dubai World

2.3

Diversified/Conglomerate Service

 

UAE

 

5 Largest IndustryPositions as at 31 December 20201

 

Healthcare and Pharmaceuticals

15.0%

Hotels, Motels, Inns and Gaming

 

10.7%

Chemicals, Plastics and Rubber

10.1%

Retail Store s

7.6%

Telecommunications

6.3%

 

5 Largest IndustryPositions as at 31 December 20191

 

Healthcare and Pharmaceuticals

13.2%

Retail Stores

10.4%

Diversified/Conglomerate Service

10.0%

Chemicals, Plastics and Rubber

7.2%

Broadcasting and Entertainment

6.0%

 

G e ographicalBreakdownbyissuercountry1

As at 31 December 2020

As at 31 December 2019

UK

27.2%

24.5%

Netherlands

18.6%

13.6%

U.S.

12.5%

10.5%

Germany

11.4%

14.5%

France

11.3%

14.3%

Spain

5.2%

8.6%

Finland

3.2%

2.7%

Luxembourg

 

3.1%

1.0%

Sweden

2.2%

1.1%

Other

5.3%

9.2%

 

CurrencyBreakdown

As at 31 December 2020

As at 31 December 2019

EUR

66.2%

65.3%

USD

17.7%

20.2%

GBP

16.1%

14.5%

 

A sse t Breakdown

As at 31 December 2020

As at 31 December 2019

Loans (1st Lien)

68.5%

63.6%

Senior Secured Bonds

15.3%

14.3%

Structured

4.7%

4.4%

Cash

4.4%

11.5%

Loans (2nd Lien)

2.8%

4.2%

Senior Unsecured Bonds

2.6%

1.5%

Other

1.7%

3.3%

Shorts

0.0%

-2.8%

 

1   E x cludes 23 (31 December 2019: 23) structured finance positions.

2 Note: all metrics exclude cash unless otherwise stated.

3   A verage market price of the portfolio weighted against the size of each position.

 

Performance

The Euro Shares and Sterling Shares NAV total returns for 2020 were 1.71% (31 December 2019: 1.56%) and 2.80% (31 December 2019: 3.07%) respectively.

 

By strategy: (i) The Core Income segment of the portfolio delivered 2.0% to gross4 portfolio performance; and (ii) the Credit Opportunities segment of the portfolio delivered a gross 1.6%4 return, which equates to a 2.8% gross portfolio performance contribution based on a 59% average allocation of the portfolio.

 

The Credit Suisse Western European Leveraged Loan Index, hedged to EUR, was up 2.38% for 2020, as compared to being up 5.03% for the year ended 31 December 2019. The Credit Suisse Western European High Yield Index, hedged to EUR, was up 1.95% for 2020, as compared to being up 11.05% for the year ended 31 December 2019.

 

4 Excluding management and performance fees.

 

Market Review

2020 started off on the same strong tone as the end of 2019. We saw considerable supply of new issues in January and the first half of February, and this was all well absorbed by the market as demand for sub-investment grade credit remained strong. We saw some softness in the market in the second half of February as COVID-19 started to spread to Europe. As we went into lockdown in most European countries, March experienced one of the steepest one month sell offs ever seen in the European leveraged loan market. The average bid price on the S&P European Leveraged Loan Index ("S&P ELLI") bottomed at 78.92 on 24 March.5

 

On the back of the pandemic and resulting sell-off in global equity and credit markets, we saw decisive action from central banks and governments to counter the financial impact of the pandemic and European leveraged loan markets bounced back sharply. By the end of December, the average bid price on the S&P ELLI was back at 97.55.5

 

Default rates in the European leveraged loan market were below the worst-case scenario that was feared back in March. Based on principal amount, the default rate was 2.57%, while by issuer count, the default rate was 4.50%5. This lower than feared default rate was partially the result of the policies enacted by central banks and governments. Functioning capital markets also helped issuers raise liquidity to get through the pandemic. A prime example of this is the cruise operator Carnival which raised more than $10bn6 in 2020 across equity and credit capital markets.

 

The CLO market, still the largest buyer of European leveraged loans, of course also suffered from the pandemic and issuance came to a halt towards the end in March. However, this market came back to life in Q4 2020 as €7.4bn was raised from 22 deals.5

 

The new issue market for European leveraged loans was down 21% year-on-year5 as mergers and acquisitions ("M&A") processes stalled amid the uncertainty created by the global pandemic. We saw M&A rebound in Q4 2020, as visibility on the outlook improved and progress was being made on the vaccine side. This didn't immediately lead to a surge in loan supply as initially most transactions were smaller add-ons. The due diligence processes for the larger transactions typically takes longer and we would anticipate this financing to be raised in early 2021. 

 

The combination of strong demand for loans from opportunistic funds, SMA's and a resurgent CLO market, in combination with a lack of supply as well as better than feared fundamentals meant that the S&P ELLI returned 2.38% for 2020, despite a -14.94% sell off in March.5

 

Portfolio Overview

As COVID-19 took hold of global markets in February 2020, the Investment Vehicle Manager proactively reduced exposure in those industries and geographies that were expected to be materially affected, and those names where a downgrade to CCC was a concern. Capital was held in cash or the core income book was rotated into (i) more defensive sectors (such as Telecommunications, Media & Technology, and Healthcare), (ii) higher rated names and (iii) selective new issue where pricing and structure reflected the news flow, in order to have a more stable base whilst generating decent income. As of December close, performing credit (including cash) was at 42.1% of the portfolio with a weighted average price of 97.9, trading at a YTM of 4.5%, delivering 4.4% cash yield to the portfolio.

 

As a result of the pandemic and the overall sell-off in the European loan and high yield markets, the Investment Vehicle Manager increased its allocation to credit opportunities during the year. As of December close, credit opportunities was 57.9% of the portfolio, trading at a weighted average price of 89.9 and a YTM of 8.8%, whilst delivering a 6.6% cash yield to the portfolio.

Across the entire portfolio, as of December month end, the weighted average market price was 93.6, trading at a YTM of 7.0%, and delivering 6.6% cash yield (on a levered basis) versus a weighted average price of 94.7, YTM of 6.6% and cash yield of 5.7% as of December 2019. Floating rate instruments comprised 83.5% of the portfolio. Senior Secured 83.8%. The portfolio had a cash position of 4.4% (including leverage) with leverage at 1.3x assets.

Despite the material sell-off in the portfolio in February and March, the portfolio managed to generate a positive return both on a gross and net basis in 2020. There remains good convexity in the credit opportunities part of the portfolio, which we believe should be well positioned to generate some capital upside.

Conclusion and Outlook

We believe that credit in general is well positioned to perform well in 2021. There is strong demand for sub-investment grade credit, whilst positive developments on the vaccine side are anticipated to result in a bounce-back in economic growth, thereby keeping default rates manageable. European default rates in 2020 were roughly in line with historic averages, as a result of the fiscal and monetary stimulus enacted by governments and central banks in a response to the COVID-19 pandemic. We anticipate this stimulus to remain in place until vaccination programmes result in herd immunity which will allow economies to gradually re-open completely.

 

The Investment Vehicle Manager's focus will remain on actively identifying opportunistic investments that can create both income and capital upside, while actively looking for relative value opportunities to trade the performing credit portfolio.

 

Sources

5 LCD, an offering of S&P Global Market Intelligence - January 2021

6 Financial Times - 19 November 2020

 

CVC Credit Partners Investment Management Limited

Investment Vehicle Manager

 

 

 

 

Pieter Staelens

Managing Director, Portfolio Manager

18 March 2021

 

Managing Director, Portfolio Manager, joined CVC in 2018. Pieter is a member of the Performing Credit team and based in London.

 

Prior to joining CVC, he worked at Janus Henderson Investors in London where he was involved in various high yield strategies and a credit long/short strategy.

 

Pieter is a graduate of the Université Catholique de Louvain in Belgium. He also holds an MSc in Finance, Economics and Econometrics from the Cass Business School and an MBA from the University of Pennsylvania.

 

Past performance is not indicative of future results. There can be no assurance that the Investment Vehicle will be able to implement its investment strategy, achieve its investment objective or avoid substantial losses.

 

The indices referred to herein (including the Credit Suisse Western European HY Index hedged to Euro and the Credit Suisse Western ELLI hedged to Euro) are widely recognised, unmanaged indices of market activity and have been included as general indicators of market performance. The Credit Suisse Western European HY Index is a market cap weighted benchmark index designed as an objective proxy for the investable universe of the Western European high yield debt market. The Credit Suisse Western European Leveraged Loan indices are designed to mirror the investable universe of the Western European leveraged loan market. There are significant differences between the types of investments made or expected to be made by the Investment Vehicle and the investments covered by the indices, and the methodology for calculating returns. For example, the Credit Suisse Western European HY Index does not take transaction costs (bid-offer spreads) into account and for the month during which a coupon is paid, the cash flow is reinvested at a fixed money-market rate until the end of the month. Additionally, the Credit Suisse Western ELLI assumes that coupon payments are reinvested into an index at the beginning of each period. In contrast, the Investment Vehicle Manager may have discretion whether to reinvest such payments during any relevant investment period. It should not be assumed that the Investment Vehicle will invest in any specific equity or debt investments, such as those that comprise the indices, nor should it be understood that there will be a correlation between the Investment Vehicle's returns and those of the indices. It should not be assumed that correlations to the indices based on historical returns will persist in the future. No representation is made that the Investment Vehicle will replicate the performance of any of the indices. The indices are included for general, background informational purposes only and recipients should use their own judgment to appropriately weight or discount their relevance to the Investment Vehicle.

 

DIRECTORS' REPORT

 

The Directors present the Annual Financial Report for the Company for the year ended 31 December 2020. The results for the year are set out in these accounts.

 

Dividend Policy

The Company's dividend policy is to generate consistent income distributions to shareholders, at levels consistent with prevailing market conditions. This policy is currently implemented by way of annual dividends of €0.04500 / £0.04500 per Euro / Sterling share paid quarterly. The Company announced and paid four quarterly dividends totalling € 0.04875 and £ 0.04875 (2019: € 0.05500 and £ 0.05500 ) per Euro Share and Sterling Share respectively in 2020 which equates to a dividend yield based on year-end bid share price of 5.42% and 5.16% (2019: 5.76% and 5.60%) respectively.

 

Share capital and voting rights

The Company has two classes of ordinary shares, being Euro Shares and Sterling Shares. The Company held the following number of shares in treasury as at 31 December 2020:

 

20,598,771 Euro Shares (31 December 2019: 6,368,590 Euro Shares)

174,947,441 Sterling Shares (31 December 2019: 50,107,138 Sterling Shares)

 

Excluding shares held in treasury, the Company had the following number of shares in issue as at 31 December 2020:

 

124,768,754 Euro Shares (31 December 2019: 131,275,614 Euro Shares)

194,829,202 Sterling Shares (31 December 2019: 326,202,252 Sterling Shares)

 

Each Euro Share holds 1 voting right, and each Sterling Share holds 1.17 voting rights. As at 31 December 2020, the total number of voting rights of the Euro Shares of no par value is 124,768,754 (35.37%) and of the Sterling Shares is 227,950,166 (64.63%). The total number of voting rights in the Company is 352,718,920.

 

Borrowing limits

The Company does not have any external borrowings. The Directors may, if they feel it is in the best interests of the Company, borrow funds subject to the appropriate resolutions of shareholders. The Investment Vehicle holds external loans and borrowings as disclosed in note 7.

 

Acquisition of own shares

The Board has the authority to purchase its own shares under the terms and conditions of the Contractual Quarterly Tender facility as summarised in note 12. Details of the shares tendered and repurchased during the year are given in the Strategic Report above.

 

To assist the Company to minimise the discount at which the Shares trade relative to the net asset value per Share as well as reduce the volatility and increase liquidity in the Shares on 1 May 2020 the Company renewed the general authority to purchase in the market up to 14.99% of the Shares in issue as at 1 May 2020. This authority expires on the date of the 2021 AGM. During the year the Company did not purchase any shares in the market.

 

The Directors will seek renewal of these authorities from Shareholders at the Company's AGM on 22 April 2021.

 

Director interests

As at 31 December 2020 and the date of approval of the annual financial report directors held the following shares in the Company:

 

 

Number of Sterling Shares held

Director

As at 31 Dec 2020

As at 18 March 2021

Richard Boleat

10,000

20,000

Stephanie Carbonneil

22,200

22,200

Mark Tucker

30,000

30,000

David Wood

14,492

14,492

 

No Director has any interest in any contract to which the Company is a party.

 

Shareholders' interests

As at 31 December 2020, the Company had been notified in accordance with Chapter 5 of the DTRs (which covers the acquisition and disposal of major shareholdings and voting rights), of the following shareholders that had an interest of greater than 5% in the Company's issued share capital.

 

 

Percentage of total

voting rights (%)

Investec Wealth & Investment Limited

11.67%

FIL Limited

9.78%

Canaccord Genuity Group Inc

8.75%

 

Between 31 December 2020 and 18 March 2021, the Company received the following notifications:

 

 

Percentage of total

voting rights (%)

Investec Wealth & Investment Limited

12.98%

SG Kleinwort Hambros Bank Limited; SG Kleinwort Hambros Bank (CI) Limited

5.36%

 

Disclosures required under LR 9.8.4R

The Financial Conduct Authority's Listing Rule 9.8.4R requires that the Company includes certain information relating to arrangements made between a controlling shareholder and the Company, waivers of Director's fees, and long-term incentive schemes in force. The Directors confirm that there are no disclosures to be made in this regard.

 

Events after the reporting date

The NAV total return of the Euro Shares and Sterling Shares since 1 January 2021 to 5 March 2021 has increased by 3.49% and 3.61% respectively. The Directors are not aware of any other matters that might have a significant effect on the Company in subsequent financial periods not already disclosed in this report or the attached financial statements under note 16.

 

Statement as to disclosure of information to the auditor

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditors are unaware and that they have taken the steps that they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

 

Fair, balanced and understandable

In assessing the overall fairness, balance and understandability of the Annual Financial Report and Financial Statements the Board has performed a comprehensive review to ensure consistency and overall balance.

 

AGM

The Company will hold the 2021 AGM on 22 April 2021. The notice and details of the resolutions being proposed will be circulated in a separate letter and will be available shortly afterwards on the Company's website https://www.ccpeol.com/news-documents .

 

All resolutions proposed at the 2020 AGM held on 1 May 2020 were passed without significant votes cast against any of the resolutions.

 

Corporate Governance Statement- Compliance with the AIC Code

 

The Company has a premium listing on the London Stock Exchange and is therefore required to report on how the principles of the UK Corporate Governance Code (the "UK Code") have been applied. Being an investment company, a number of the provisions of the UK Code are not applicable as the Company has no executive directors or internal operations.

 

The Board has considered the principles and provisions of the AIC Code. The AIC Code addresses all the principles and provisions set out in the UK Code, as well as setting out additional provisions on issues that are of specific relevance to the Company.

 

The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council and the Jersey Financial Services Commission, provides more information to stakeholders. The AIC Code is available on the AIC website www.theaic.co.uk . It includes an explanation of how the AIC Code adapts the principles and provisions set out in the UK Code to make them relevant to investment companies.

 

The Company has complied with all the principles and relevant provisions of the AIC Code during the year ended 31 December 2020.

 

As the Company is self-managed, provisions pertaining to the relationship with managers are not applicable to the Company. As the Company is not newly incorporated nor appointed any new directors during the year under the review, provisions pertaining to new companies and appointment of directors are not applicable.

 

Set out below is where stakeholders can find further information within the Annual Financial Report about how the Company has complied with the various Principles and Provisions of the AIC Code.

 

1. Board Leadership and Purpose

Purpose

above

Strategy

above

Values and culture

below

Shareholder Engagement

above

Stakeholder Engagement

above

 

2. Division of Responsibilities

Director Independence

below

Board meetings

below

Relationship with the manager

n/a1

Management Engagement Committee

below

 

3. Composition, Succession and Evaluation

Remuneration and Nomination Committee

below

Director re-election

below

Use of an external search agency

n/a1

Board evaluation

below

 

4. Audit, Risk and Internal Control

Audit Committee

below

Emerging and principal risks

above

Risk management and internal control systems

below

Going concern statement

above

Viability statement

above

 

5. Remuneration

Directors' Remuneration Report below

1   As the Company is self-managed, provisions pertaining to the relationship with managers are not applicable to the Company. As the Company is not newly incorporated nor appointed any new directors during the year under the review, provisions pertaining to new companies and appointment of directors are not applicable.

 

This Directors' Report was approved by the Board of Directors on 18 March 2021 and signed on its behalf by:

 

 

 

 

 

 

 

Richard Bol é at                                                                                                                                            Mark Tucker

Chairman                                                                                                                                Audit Committee Chairman

 

board and committees

 

Culture

The Company's culture is one of openness, transparency and inclusivity. Respect for the opinions of its diverse stakeholders features foremost as does its desire to implement its operations in a sustainable way, conducive to the long-term success of the Company. 

 

The Board

The Board consists of four non-executive directors:

 

· Richard Boleat (Chairman);

· Mark Tucker (Audit Committee Chairman and Senior Independent Director);

· Stephanie Carbonneil (Nomination and Remuneration Committee Chair); and

· David Wood (non-executive Director).

 

All of the Directors are independent of the Investment Vehicle Manager.  Please refer above for the biographies and dates of appointment for each Director.

 

Mark Tucker is the Senior Independent Director. In this role, he provides support to the Chairman and serves as an alternate contact point for stakeholders.

 

Directors' appointment, retirement and rotation

Directors have agreed letters of appointment with the Company. No Director has a service contract with the Company and Directors' appointments may be terminated at any time by one month's written notice with no compensation payable at termination upon leaving office for whatever reason.

 

Subject to the Articles, Directors may be appointed by the Board. In compliance with the AIC Code, the Board has resolved that all Directors will stand for re-election at each AGM, including the forthcoming AGM to be held on 22 April 2021.

 

Board diversity

The Board has due regard for the benefits of experience and diversity in its membership, including gender, and strives to meet the right balance of individuals who have the knowledge and skillset to aid the effective functioning of the Board and maximise shareholder returns while mitigating the risk exposure of the Company.

 

The Board supports the recommendations of the Women on Boards Davies Review and latterly, the Hampton-Alexander Review on FTSE Women Leaders, Improving gender balance in FTSE Leadership (the "Hampton-Alexander Review"). In particular, the Board supports the Hampton-Alexander Review's objective of improving women's representation in leadership positions. As a self-managed fund, the Company does not have executive management nor employees and therefore, the Board's principal focus is on improving gender diversity within its own Board composition.

 

At the time of this report, female representation on the Board is 25%, consisting of one female Director and three male Directors. This is below the current target of 33% set out in the Hampton-Alexander Review. Whilst the Company's own policy is not to set prescriptive diversity metrics and to fill vacancies by the most qualified candidates, the Board also recognises that gender diversity is of material importance to both its own shareholders and that of wider society and therefore, considers the target specified by the Hampton-Alexander Review as a positive step to achieving a more diverse boardroom which is of material benefit to all stakeholders.

 

The Board is therefore aligned with the Hampton-Alexander review and committed to further enhancing the gender diversity, and diversity more generally, of the Board when vacancies arise. In 2023, the Company will reach its 10th anniversary since listing. In the lead up to that time, the Board will be actively implementing its succession plan in line with the expectations of the AIC Code. This provides a natural timeframe for the Board move further towards achieving a greater diversity of composition, including gender.

 

Committees

The Board has established two committees, namely the Audit Committee and the Nomination and Remuneration Committee . Items relevant to a management engagement committee were considered by the Board as a whole.

 

Audit Committee

The Audit Committee membership comprises all of the Directors. The Chairman of the Board is a member of this Committee (but he does not chair it) which is considered appropriate given that he is a Fellow of the Institute of Chartered Accountants in England and Wales and also has extensive knowledge of the financial services industry.

 

The report on the role and activities of this Committee and its relationship with the external auditor is set out in the Report of the Audit Committee.

 

Nomination and Remuneration Committee

The Nomination and Remuneration Committee membership comprises Stephanie Carbonneil and David Wood.

 

Board and Committees evaluation

The Nomination and Remuneration Committee undertook an internal evaluation which comprised of questionnaires and discussions between the Chairman and each Director in respect of their individual performance and the Senior Independent Director and the Chairman in respect of the Chairman's performance. The results of this evaluation were positive and a number of limited recommendations were made to further enhance the governance practices of the Company.

 

The evaluation considered the balance of skills, experience, independence, knowledge, diversity (including gender), how the Board works together as a unit and other factors relevant to its effectiveness. The evaluation also considered the Board's and committee performance, constitution and terms of reference to ensure that they are operating effectively. It is intended that the evaluation will be externally facilitated on a bi-annual basis with the next external evaluation envisaged to take place at the end of 2021.

 

Director Remuneration

In November 2020, the Nomination and Remuneration Committee undertook its annual review of the fees paid to the Directors and compared these with the fees paid by reasonably comparable listed companies. The committee concluded that the fees should remain unchanged.

 

Tenure and succession policy

The Board regularly and critically examines and evaluates its membership and that of its committees, and its succession requirements. In doing so the Board takes into consideration: each member's continued satisfactory performance; gender diversity; diversity of social and ethnic background; diversity of thought and previous experience; and continued prepossession of the skills identified by the Board as being essential to the Company's long-term success.

 

In addition, the Board recognises that to carry out its duties successfully and for the benefit of the Company's long-term success and its stakeholders, corporate knowledge of the type that is acquired over time, is beneficial to the Company and its stakeholders. It is against this backdrop that the policy adopted by the Company does not include fixed terms of service for non-executive directors, including the position of Chairman.

 

Whilst the Board does not include fixed terms of service for non-executive directors, appointments are made with the expectation that a non-executive director will commit to serve a minimum three-year term. At the same time, the Board shares the view of the AIC that long periods of service pose an independence risk to each Director's own independence. With this in mind, the Board therefore intends to regularly refresh the Board and committees' membership by appointing new members in line with an effective succession plan.

 

In making board appointments and developing a succession plan, the Board takes into consideration the above factors which are aligned with the principles, provisions and spirit of the AIC Code and will ensure that any appointments to the board follow a formal, rigorous and transparent procedure. This is with ultimate consideration to ensuring that the Board and all committees have an appropriate mix of skills and experience to best serve the Company.

 

As noted in the 2019 Annual Report, it was the intention of the Chairman and the Senior Independent Director to directly seek the views of major shareholders on the matter of board tenure during the course of 2020. When contacted, no major shareholders expressed concerns or comments on the Company's current board tenure or board tenure policy.

 

In 2023, the Company will reach its 10th anniversary since listing. In the lead up to that time, the Board will be actively implementing its succession plan in line with the expectations of the AIC Code. This provides a natural timeframe for the Board move further towards achieving a greater diversity of composition, including gender.

 

The Chairman and the Senior Independent Director will continue to raise the topic with major shareholders going forward.

 

Board meetings

As a self-managed investment company , the Board is responsible for all decision making. The Board meets periodically throughout the year. The Investment Vehicle Manager, together with the Company Secretary, also ensure that all Directors receive, in a timely manner, all relevant management, regulatory and financial information relating to the Company and the Investment Vehicle portfolio. Directors unable to attend a Board meeting are provided with the Board papers and can discuss issues arising in the meeting with the Chairman or another Director.

 

The Board applies its primary focus to the following:

 

investment performance, ensuring that the investment objective and strategy of the Company are met;

ensuring investment holdings are in line with the Company's prospectus;

reviewing and monitoring financial risk management and operating cash flows, including cash flow forecasts and budgets for the Company; and

reviewing and monitoring of the key risks to which the Company is exposed as set out in the Strategic Report.

 

At each relevant meeting the Board undertakes reviews of key investment and financial data, transactions and performance comparisons, share price and NAV performance, marketing and shareholder communication strategies, peer group information and industry issues. The Board holds regular discussions with the Investment Vehicle Manager to discuss performance of the Investment Vehicle portfolio, whilst considering ways in which future share price and overall performance can be enhanced.

 

The Board considers whether the investment policy continues to meet the Company's objectives. The Board believes that the overall strategy of the Company remains appropriate.

 

Attendance at scheduled meetings of the Board and its committees

 

Director

Board Meetings

Audit Committee

Committee of the Board (Conversion and Quarterly Tender)

Nomination and Remuneration Committee

Richard Boleat

15/15

4/4

4/4*

1/1**

Stephanie Carbonneil

13/15

3/4

n/a

1/1

Mark Tucker

15/15

4/4

11/11*

1/1**

David Wood

14/15

4/4

n/a

1/1

 

* The Board has formed a committee of any one Jersey based director to approve routine matters associated with the administration of the monthly share conversion and quarterly tender.

** Mr Boléat and Mr Tucker are not members of the Nomination and Remuneration Committee but were invited to attend these meetings as Board members.

 

Monitoring and evaluation of service providers 

The Board reviews the performance of the Company's third-party service providers together with their anti-bribery and corruption policies to ensure that they comply with the Corruption (Jersey) Law 2006, the Bribery Act 2010, the Criminal Finances Act 2017 and ensure their continued competitiveness and effectiveness and ensure that performance is satisfactory and in accordance with the terms and conditions of the respective appointments.

 

As part of the Board's ongoing evaluation of third-party service providers, it considers and reviews on a periodic basis contractual arrangements with the major service suppliers of the Company.

 

The Directors have adopted a procedure whereby they are required to report any potential acts of bribery and corruption in respect of the Company that come to their attention to the Company's Compliance Officer.

 

Shareholder communications

An analysis of the substantial shareholders of the Company's shares is provided to the Board on a quarterly basis.

 

The Board views shareholder relations and communications as a high priority and the Board aims to have a thorough understanding of the views of shareholders. The Chairman and the Senior Independent Director are available for discussion about governance and strategy with major shareholders and they communicate shareholders' expressed views to the Board. Shareholders wishing to communicate with the Chairman, or the Senior Independent Director, may do so by any conventional means. The Directors welcome the views of all shareholders and place considerable importance upon them.

 

The main method of communication with shareholders is through the half-year and annual financial reports which aim to give shareholders a clear and transparent understanding of the Company's objectives, strategy and results. This information is supplemented by the publication of monthly fact sheets, and the weekly estimated and monthly NAV of the Company's Euro Shares and Sterling Shares on the London Stock Exchange, via a Regulatory Information Service.

 

The Company's website (www.ccpeol.com) is regularly updated with monthly fact sheets and provides further information about the Company, including the Company's financial reports and announcements. The maintenance and integrity of the Company's website is the responsibility of the Directors. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

The Board believes that the AGM provides an appropriate forum for investors to communicate with the Board, and encourages participation. The AGM will be attended by at least the Chairman of the Company and the Chairman of the Audit Committee.

 

The Board has also instigated a programme of quarterly investor calls, to allow investors and other interested parties to receive an update on the previous quarter's performance and market conditions. It also provides a forum for questions to be posed to the Chairman and representatives of the Investment Vehicle Manager.

 

Financial risk management objectives and policies

The Board is responsible for the Company's system of risk management and internal control and meets regularly in the form of periodic Board meetings to assess the effectiveness of such controls in managing and mitigating risk.

 

The Board confirms that it has reviewed the effectiveness of the Company's system of risk management and internal control for the year ended 31 December 2020, and to the date of approval of this Annual Financial Report. The Board has taken into consideration the Financial Reporting Council (FRC)'s, "Guidance on Risk Management, Internal Control and Related Financial and Business Reporting" to ensure that the Company's system of risk management and internal control is designed and operated effectively, in line with best practice guidance provided by the FRC.

 

The key financial risks that the Directors believe the Company is exposed to include credit risk, liquidity risk, market risk, interest rate risk, valuation risk and foreign currency risk. Please refer to note 8 for reference to financial risk management disclosures, which explains in further detail the above risk exposures and the policies and procedures in place to monitor and mitigate these risks.

 

The Company has appointed BNP Paribas Securities Services S.C.A. to act as administrator. The Administrator has established an internal control framework to provide reasonable but not absolute assurance on the effectiveness of the internal controls operated on behalf of its clients. The effectiveness of these controls are assessed by the compliance and risk department of the Administrator on an on-going basis and by periodic review by external parties. The Company's Compliance Officer presents an assessment of their review to the Board in line with the compliance monitoring programme on a quarterly basis which has revealed no matters of concern.

 

AIFMD REPORT

The Company (which is a non-EU AIF for the purposes of the AIFM Directive and related regimes in EEA member states) is a self-managed fund and therefore acts as the deemed AIFM of the Company. The Company is authorised as an Alternative Investment Fund Services Business as defined under Article 2(11) of the Financial Services (Jersey) Law 1998 and as such, fulfils the role of Alternative Investment Fund Manager.

 

In 2014, the Company registered with the Jersey Financial Services Commission, being the Company's competent regulatory authority, as a self-managed non-EU Alternative Investment Fund (AIF), and has registered with the UK Financial Conduct Authority, under the relevant NPPRs.

 

In 2015, the Company registered with the Finnish Financial Supervisory Authority, Belgium Financial Services and Markets Authority, Danish Finanstilsynet, Luxembourg Commission de Surveillance du Secteur Finacier and Swedish Finansinspektionen, under the relevant NPPRs of each jurisdiction.

 

In 2017, the Company registered with Central Bank of Ireland, under the relevant NPPR.

 

As the Company is non-EU domiciled, no depositary has been appointed in line with the AIFM Directive, however BNP Paribas Securities Services S.C.A., Jersey Branch has been appointed to act as custodian.

 

Information relating to the current risk profile of the Company and the risk management systems employed by the Company to manage those risks, as required under paragraph 4(c) of Article 23 of the AIFM Directive, is set out in note 8 - financial risk management. Please refer above for the Board's assessment of the principal risks and uncertainties facing the Company.

 

Table of AIFM remuneration

The total fees paid to the Board by the Company are disclosed within the Directors' remuneration report and disclosed in note 6.

 

Article 22(2)(e) and 22(2)(f) of the AIFM Directive is not deemed applicable as the AIFM has no staff. No other remuneration costs have been incurred with the exception of those costs incurred by the Board as referenced above.

 

REPORT OF THE AUDIT COMMITTEE

 

It is my pleasure to present this report describing the activities of the Audit Committee in respect of the 2020 financial year.

 

Membership

The Board appointed Audit Committee operates within clearly defined Terms of Reference. They can be found under the "News & Documents" tab of the Company's website (at www.ccpeol.com ).

 

The Audit Committee comprises all of the Directors.  All of the Audit Committee's members have recent and relevant financial experience and one is a Fellow of the Institute of Chartered Accountants in England and Wales. The Audit Committee has competence relevant to the sector in which the Company operates.

 

During the year, the Audit Committee formally convened on four occasions. The members' attendance record can be found above.

 

Role of the Audit Committee

The main role of the Audit Committee is to protect the interests of the Company's shareholders regarding the integrity of the half-yearly financial report and the annual financial report of the Company and manage the Company's relationship with the external auditor.

 

The Audit Committee's key duties are:

to review and monitor the fairness and balance of the financial statements of the Company including its half-year financial report and annual financial report to shareholders, reviewing any significant financial reporting issues and judgements which they contain;

to advise the Board on whether the Committee believes that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, position, business model and strategy;

to identify and disclose those risks considered by the Audit Committee to be significant to their financial reporting process;

to consider and make recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and to negotiate their remuneration and terms of engagement on permissible audit and non-audit work;

to meet regularly with the external auditor in order to review their proposed audit programme of work and the subsequent Audit Report and to assess the effectiveness of the audit process and the level of fees paid in respect of permissible audit and non-audit work; and

to annually assess the external auditor's independence, objectivity, effectiveness, resources and expertise.

 

In addition to the workstreams that stem from the roles of the Audit Committee as described above, the Audit Committee was also instrumental in a number of other areas during the year including, assisting the Company in expanding its social and environmental responsibilities by overseeing the formalisation of the Company's relationship with the Jersey National Park and leading in discussions with the Investment Vehicle Manager of the risks faced by the Company that are climate-change related. Disclosures on these activities appear within the Strategic Report. The Committee was also instrumental in an exercise to support the Board in making its Viability Statement which appears within the Strategic Report.

 

Significant risks

The Audit Committee view the below as significant risks:

 

Title to and the existence of the Company's investments

Procedures to confirm the Company's title to and the existence of the Company's investments are embedded within the Company's share issuance, monthly conversation and quarterly tender processes, accordingly title to and existence of the Company's investments are confirmed by the Board regularly.

 

  Valuation of Investments

The risk of misstatement due to errors in the valuation of the Company's investments is an issue of significance to the Audit Committee. This risk is mitigated by regular Board meetings in which a review of the valuation of the Company's investments is included.  Additionally, the Audit Committee regularly interviews representatives of the Investment Vehicle Manager in order to gain assurances as to the continued appropriateness of the valuation methodology.

 

External audit process

The Audit Committee met formally with the external auditor prior to the commencement of the audit and agreed an audit plan that would adopt a risk-based approach. The Audit Committee and the external auditor agreed that a significant portion of the Audit effort would include an examination of revenue recognition with respect to investment income and an examination of the procedures in place at the Administrator and at the Investment Vehicle Manager in respect of the valuation and existence of the Company's investments and the underlying portfolio assets respectively.

 

Upon completion of the audit the Audit Committee discussed with the external auditor the effectiveness of the audit and concluded that the audit had been effective on the grounds that:

 

The audit plan had been met;

The external auditor had demonstrated a good understanding of the Company's business;

No risks to audit quality had been identified;

The external auditor demonstrated a robustness of process and perceptiveness in handling key accounting issues and judgements; and

All issues that arose during the audit were satisfactorily resolved.

 

Additionally, procedures employed by the external auditors, described above, are viewed by the Audit Committee as being appropriate and sufficiently robust for the Audit Committee to gain sufficient assurance as to the effectiveness of the audit.

 

The audit committee reviewed the FRC's Audit Quality Inspection report on the Auditor published in July 2020 and are pleased to note that no significant issues were identified.

 

Non-audit services

The Company has adopted a policy such that the provision of non-audit services by the Company's external auditors is considered and approved by the Audit Committee on a case-by-case basis, taking into account relevant law, regulation, the Ethical Standard 2019 and other applicable professional requirements.

 

The following factors are assessed when considering the provision of non-audit services by the Auditors:

 

Threats to independence and objectivity resulting from the provision of such services and any safeguards in place to eliminate or reduce these threats to a level where they would not compromise the external auditor's independence and objectivity;

The nature of the non-audit services;

Whether the skills and experience of the audit firm makes it the most suitable supplier of the non-audit service; and

The fees incurred, or to be incurred, for non-audit services both for individual services and in aggregate, relative to the audit fee, including special terms and conditions (for example, contingent fee arrangements).

 

During the course of the year the Auditor was engaged to conduct a review of the Company's half-yearly financial report for the six months ended 30 June 2020 period.

 

The fees for the year-end audit were €73,289 (£63,300) (2019: 64,782 (£58,500)). Fees for non-audit services were €11,364 (£10,100) (2019: 11,178 (£9,800)) for the review of the half year report, €nil (2019: €7,413 (£6,500)) for compliance with the reporting fund regime and €nil (2019: €15,967 (£14,000)) for the provision of regulatory advice. In addition, t he Company paid €33,481 (£29,250) (2019: €nil (£nil)) to the Auditor in respect of reporting accountant services which were provided in a previous period.

 

Auditor independence

The Audit Committee undertakes an annual assessment of the independence of the Auditor prior to the commencement of the audit, this includes:

 

Discussing with the Auditor the threats to their independence and the safeguards applied to mitigate such threats;

Considering all of the relationships between the Company and the Auditor;

Reviewing and confirming no relationships between the Company and the Auditor which could impact independence and objectivity;

Reviewing the level of fees paid by the Company in proportion to the overall fee income of the firm, office and partner; and

Reviewing the Auditor's policies and processes for maintaining independence and monitoring compliance with relevant requirements.

 

Based on the above criteria the Audit Committee was satisfied as to the independence of the Auditor during the year ended 31 December 2020 and throughout the course of the audit.

 

Auditor appointment

The Company's current external auditor is Ernst & Young LLP, who were appointed on 19 August 2013. During the year under review, Denise Davidson replaced Sarah Williams as lead audit partner.

 

The Audit Committee considers the reappointment of the external auditor, including the rotation of the audit engagement partner, each year. The external auditor is required to rotate the audit engagement partner responsible for the Company audit every five years. The current audit engagement partner was appointed by the Auditor prior to the commencement of the Company's 2020 half year review.

 

The Committee reviews a number of factors when considering proposing the re-appointment/appointment of an auditor including:

 

Effectiveness and quality of the previous audit (if applicable);

Independence;

Qualification, expertise and resources; and

Consideration as to whether it would be appropriate to recommend an external audit tender be conducted earlier than the maximum best practice ten-year period.

 

After considering the above the Audit Committee provided the Board with its recommendation to the shareholders on the reappointment of Ernst & Young LLP as external auditor for the year ending 31 December 2021.

 

Accordingly, a resolution proposing the reappointment of Ernst & Young LLP as the Company's Auditor will be put to shareholders at the AGM. There are no contractual obligations restricting the Committee's choice of external auditor and the Company does not indemnify its external auditor.

 

Internal controls

The Board is responsible for ensuring that suitable systems of risk management and internal control are implemented by the third-party service providers to the Company. The Directors have reviewed the BNP Paribas Securities Services ISAE 3402 report (Report on the description of controls placed in operation, their design and operating effectiveness for the period from 1 October 2019 to 30 September 2020) on Fund Administration and are pleased to note that no significant issues were identified.

 

In accordance with the FRC's Internal Control: Guidance to Directors, and the FRC's Guidance on Audit Committees, the Board confirms that there is an on-going process for identifying, evaluating and managing the significant internal control risks faced by the Company.

 

As the Company does not have any employees it does not have a "whistle blowing" policy in place. The Company delegates its day-to-day administrative operations to third-party providers who are monitored by the Board and who report on their policies and procedures to the Board.  Accordingly, the Board believes an internal audit function is not required.

 

I welcome feedback from all shareholders as to the form and content of this annual report.

 

For and on behalf of the Audit Committee,

 

 

 

 

 

Mark Tucker

Audit Committee Chairman

18 March 2021

 

Directors' Statement of Responsibilities

 

The Directors are responsible for preparing the Annual Financial Report and financial statements in accordance with applicable Jersey law and International Financial Reporting Standards as adopted by the European Union (IFRS).

 

Jersey Law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company at the end of the year and of the profit or loss of the Company for that year.

 

In preparing these financial statements, the Directors should:

 

· select suitable accounting policies and apply them consistently;

· make judgments and estimates that are reasonable;

· 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 are responsible for keeping proper accounting records that disclose, with reasonable accuracy at any time, the financial position of the Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. 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.

 

The Directors confirm to the best of their knowledge that:

 

· the financial statements, which have been prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and

 

· the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face.

 

The Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, position, business model and strategy.

 

 

 

 

 

Richard Bol é at                                                                                                                                       Mark Tucker

Chairman   Audit Committee Chairman

18 March 2021                                                                                                                                       18 March 2021

 



directors' Remuneration report

 

Table of Directors' Remuneration

 

Component

Director

Annual Rate

  (£)

Purpose of reward

Annual fee

All Directors:

Richard Boléat

(Chairman)

Mark Tucker

David Wood

Stephanie Carbonneil

 

65,000

 

43,750

42,500

42,500

 

For commitment as Directors

Additional fee

Chairman of the Audit

Committee:

Mark Tucker

Chair of the Nomination  and Remuneration Committee:

Stephanie Carbonneil

 

 

6,250

 

 

5,000

 

 

For additional responsibilities and time commitment

Expenses

 

Ad hoc

Reimbursement of expenses paid

 

No other remuneration or compensation was paid or is payable by the Company during the period to any of the Directors. There has been no change to the Company's remuneration policy as detailed below.

 

The Company has no employees. Accordingly, there are no differences in policy on the remuneration of Directors and the remuneration of employees.

 

Remuneration policy

The determination of the Directors' fees is a matter for the Board. The Board considers the remuneration policy annually to ensure that it remains appropriately positioned. As part of this process, Directors review the fees paid to the boards of directors of similar companies. No Director is involved in decisions relating to their own remuneration.

 

Directors are remunerated in the form of fees, payable quarterly in advance. No Director has any entitlement to a pension, and the Company has not awarded any share options or performance incentives to any of the Directors. 

 

Directors are authorised to claim reasonable expenses from the Company in relation to the performance of their duties.

 

The Company's policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to enable high calibre candidates to be recruited. The policy is for the Chairman of the Board and Chair of Committees to be paid a higher fee than the other Directors in recognition of their more onerous roles and more time spent. The Board may amend the level of remuneration paid within the limits of the Company's Articles of Association.

 

The Company's Articles of Association limit the aggregate fees payable to the Directors to a total of €500,000 per annum.

 

Statement of consideration of shareholder views

An ordinary resolution to ratify the Directors' remuneration report will be proposed at the Annual General Meeting on 22 April 2021.

 

 

 

 

 

Stephanie Carbonneil

Nomination and Remuneration Committee Chair

18 March 2021

 

independent auditor's report to the MEMBERS of cvc credit partners european opportunities limited

 

Opinion

We have audited the financial statements of CVC Credit Partners European Opportunities Limited (the "Company") for the year ended 31 December 2020 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Net Assets, the Statement of Cash Flows, and the related notes 1 to 17, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the European Union.

In our opinion, the financial statements: 

give a true and fair view of the state of the Company's affairs as at 31 December 2020 and of its loss for the year then ended;

have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union; and

have been properly prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements, including the UK FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

· Ascertaining that the going concern assessment covers a period of twelve months to 18 March 2022 from the date of approval of the financial statements.

· Reviewing the cash flow and revenue forecasts which support the Directors' assessment of going concern. This involved challenging the sensitivities and assumptions used in the forecasts, including the impact of the COVID-19 pandemic.

· Reviewing management's stress testing in relation to cash flows and tender redemptions and assessed whether the assumptions utilised were appropriate; including validating static data assumptions used, that could have a material impact, by agreeing these to supporting documentation where possible.

· Holding discussions with the Directors' and Administrator to determine whether, in their opinion, there is any material uncertainty regarding the Company's ability to pay liabilities and commitments as they fall due and challenging this assessment through our audit procedures over the assessment of the Company's liquidity.

· Considering whether the Directors' assessment of going concern, including the impact of the COVID-19 pandemic, as included in the Annual Report is consistent with the disclosure in the viability statement.

· Assessed whether the subsequent events identified impact the Company's ability to continue as a going concern.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of 12 months from when the financial statements are authorised for issue. 

In relation to the Company's reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors' statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.

Overview of our audit approach

Key audit matters

Inappropriate revenue recognition with respect to investment income, including risk of management override

Valuation of investments

Existence of investments and completeness and accuracy of investment transactions

Materiality

Overall materiality of €3.4m which represents 1% of the net assets attributable to shareholders.

 

An overview of the scope of our audit

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company and effectiveness of controls, including controls and changes in the business environment when assessing the level of work to be performed.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Risk

Our response to the risk

Key observations communicated to the Audit Committee

Inappropriate revenue recognition with respect to investment income, including risk of management override (€21.1m, 2019: €31.1m)

Refer to Accounting policy 2.9 and Note 3 of the Financial Statements

The ability to generate dividend yield for shareholders that is funded from investment income (rather than capital gains arising on the disposal of investments) is a key strategic objective of the Company.

Investment income is primarily generated in the form of distributions from the Investment Vehicle (CVC European Credit Opportunities S.À R.L.). Given the importance that the Company's ability to generate a consistent level of investment income has on the Company's dividend yield objectives; we consider that the recognition of investment income represents a fraud risk and thus a significant risk.

We have performed the following procedures:

Updated our understanding of the nature of the investment income attributable to the Company from the Investment Vehicle.

Updated our understanding of how this risk is considered and managed by the Directors, the Investment Vehicle Manager (CVC Credit Partners Investment Management Limited) and the Administrator and performed walkthroughs to confirm the design and implementation effectiveness of the controls.

Traced the investment income received in the year to bank statements.

Obtained distribution notices from the Administrator and agreed these to the income recorded in the year.

Recalculated the investment income attributable to the Company from the Investment Vehicle based on the Company's ownership of the Investment Vehicle and income distributions made by the Investment Vehicle during the year.

Performed recalculations of the foreign currency translations from Sterling to Euros.

Based on the work performed, we have no matters to report to the Audit Committee.

Valuation of investments (€341.7m, 2019: €535.4m)

Refer to the Report of the Audit Committee - per the financial statements; Accounting policy 2.4 ; and Note 7 of the Financial Statements.

 

There is a risk that investment values are misstated or that valuations are incorrectly calculated through errors in the valuation of the Preferred Equity Certificates ('PECs') held by the Company.

The valuation of the PECs is dependent on a range of factors including the NAV of the Investment Vehicle and its underlying portfolio. The underlying portfolio includes level 3 debt securities valued by the Investment Vehicle Manager and the Directors of the Company assess whether a liquidity adjustment should be taken on the NAV of the Investment Vehicle when arriving at the final valuations.

At the year end, the Company held 123,587,333.61 Euro and 193,056,156.64 Sterling PECs (2019: 130,144,171.50 Euro and 324,425,319.07 Sterling PECs).

 

We have performed the following procedures:

Updated our understanding of how this risk is considered and managed by the Directors and the Investment Vehicle Manager by performing walkthrough procedures to evaluate the design and implementation of controls.

Obtained an understanding of the Administrator's systems and controls in respect of investment valuation and performed walkthrough procedures to confirm the design effectiveness of the process and key controls. Additionally, we obtained the ISAE 3402 report and the related bridging letter from the Administrator to consider the impact of any significant deficiencies, identified in this report, to our audit.

Confirmed our understanding, obtained through our walkthrough procedures, of the current valuation methodology used by the Investment Vehicle Manager through discussions with EY Luxembourg, auditors of the Investment Vehicle, and review of relevant documentation from their audit.

Reviewed minutes of meetings of the Board and the Valuation Committee to corroborate the valuation methodology and data inputs used and assessed whether the nature of the information and methodology utilised is appropriate.

Agreed the valuation of the PECs to the audited financial statements of the Investment Vehicle, taking into account the ownership percentages.

Reviewed a sample of the underlying investment valuations of the Investment Vehicle to assess that the year-end valuations of the underlying investments of the PECs are in line with IFRS 13: Fair value measurement.

Considered and challenged whether the Board's assumptions around liquidity adjustments to NAV of the Investment Vehicle are appropriate by considering the historic trading and redemption activity in the Investment Vehicle and agreeing PEC redemptions to the bank statements.

Based on the work performed, we have no matters to report to the Audit Committee.

Existence of investments and completeness and accuracy of investment transactions (€341.7m, 2019: €535.4m)

Refer to the Report of the Audit Committee - per the financial statements; Accounting policy 2.4 ; and Note 7 of the Financial Statements.

 

There is a risk that investments presented in the financial statements do not exist or the Company does not have legal title to these.

The individual investments are significant in value and the process that is involved in the completion of a purchase and/or a disposal of the PECs takes an extended period of time. As a result, there is an increased risk that incomplete or inaccurate transactional information with regards to the PECs would result in a material misstatement in the reported results and financial position of CVC Credit Partners European Opportunities Limited.

 

 

We have performed the following procedures:

Updated our understanding of how this risk is considered and managed by the Directors, the Investment Vehicle Manager and the Administrator and performed walkthrough procedures to confirm the design effectiveness of the process.

Obtained the PEC registers independently from the Administrator and the Company Secretary of the Investment Vehicle ('SS&C GlobeOp' or 'SS&C'), and agreed the holdings to those disclosed in the accounts.

Agreed a sample of investment trades in the year to agreements and traced cash movements to bank statements.

Reviewed the audited financial statements of the Investment Vehicle to check the existence and completeness of the Company's investment in PECs, and agreed the PEC units held by the Company to the Series 4 and Series 5 PEC units disclosed in the audited financial statements of the Investment Vehicle.

Reviewed minutes of board meetings and other internal reports for indications of significant investment transactions not appropriately recorded.

Based on the work performed, we have no matters to report to the Audit Committee.

 

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. 

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Company to be €3.4 million (2019: €5.4 million), which is 1% (2019: 1%) of the net assets attributable to shareholders. We believe that the net assets attributable to shareholders are the most important financial metric on which shareholders would judge the performance of the Company.

Performance materiality

The application of materiality at the individual account or balance level.  It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Company's overall control environment, our judgement was that performance materiality was 75% (2019: 75%) of our planning materiality, namely €2.6m (2019: €4.0m). We have set performance materiality at this percentage based on our understanding of the entity and past experiences with the audit.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of €0.2m (2019: €0.3m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. 

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the annual report set out above and below, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:

proper accounting records have not been kept by the Company, or proper returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the Company's accounting records and returns; or

we have not received all the information and explanations we require for our audit.

Corporate Governance Statement

The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that 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.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out above;

Directors' explanation as to its assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out above;

Directors' statement on fair, balanced and understandable set out above;

Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out above;

The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out above; and;

The section describing the work of the audit committee set out above.

Responsibilities of directors

As explained more fully in the Directors' Statement of Responsibilities set out above, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud  

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.  The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are International Financial Reporting Standards as adopted by the European Union, the Companies (Jersey) Law 1991, UK Corporate Governance Code (taken in the context of the AIC Code), and the Listing Rules.

We understood how the Company is complying with those frameworks by making enquiries with the Directors including the Chair of the Audit Committee. We corroborated our understanding through our review of board minutes and board papers provided to the Audit Committee.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We identified fraud risks in relation to inappropriate revenue recognition with respect to investment income and risk of management override in relation to inappropriate journal entries. Our audit procedures stated above in the 'Key audit matters section' of this Auditor's report, including test of journal entries, were performed to address this identified fraud risk;

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved journal entry testing, with a focus on manual journals, journals posted around the year end date and other focused testing procedures.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991.  Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

 

 

Denise Davidson

for and on behalf of Ernst & Young LLP

London

18 March 2021

Statement of comprehensive income

 

For the year from 1 January 2020 to 31 December 2020

 

 

 

 

Year ended

31 December 2020

Year ended

31 December 2019

 

Notes

Income

 

 

 

Investment income

3

21,117,386

31,095,835

Tender fee income

3

1,550,442

446,411

Net losses on financial assets held at fair value through profit or loss

7

(21,681,500)

(16,030,827)

Foreign exchange (loss)/gain on financial assets held at fair value through profit or loss

7

(15,844,430)

25,378,912

Foreign exchange gain/(loss) on ordinary shares

12

15,933,729

(25,430,737)

Other net foreign currency exchange (loss)/gain through profit or loss

 

(26,204)

80,886

 

 

1,049,423

15,540,480

Expenses

 

 

 

Operating expenses

4

(1,135,235)

(1,236,885)

 

 

(1,135,235)

(1,236,885)

 

 

 

 

(Loss)/profit before finance costs and taxation

 

(85,812)

14,303,595

 

 

 

 

Finance costs

 

 

 

Placing programme costs

5

(33,481)

(303,108)

Share issue costs

5

(3,524)

(336,348)

Dividends paid

5, 12

(18,443,393)

(28,397,993)

 

 

 

 

Loss before taxation

 

(18,566,210)

(14,733,854)

Taxation

2.13

-

-

Decrease in net assets attributable to shareholders from operations

 

(18,566,210)

(14,733,854)

 

 

 

 

Basic and diluted loss per Euro Share

12

(€0.051747)

(€0.031196)

 

 

 

 

Basic and diluted loss per Sterling Share (Sterling equivalent)

12

(£0.046343)

(£0.027353)

 

All items in the above statement are derived from continuing operations.

 

The Company has no items of other comprehensive income, and therefore the decrease in net assets attributable to ordinary shareholders from operations for the year is also the total comprehensive loss.

 

The notes below form an integral part of these financial statements.

 

statement of financial position

 

As at 31 December 2020

 

 

 

 31 December 2020

 31 December 2019

 

Notes

Assets

 

 

 

Financial assets held at fair value through profit or loss

7

341,742,461

535,409,935

Prepayments

 

45,421

37,530

Cash and cash equivalents

 

2,870,655

2,072,319

Total assets

 

344,658,537

537,519,784

 

 

 

 

Liabilities

 

 

 

Payables

9

(118,290)

(195,553)

Total liabilities

 

(118,290)

(195,553)

 

 

 

 

Net assets attributable to shareholders

13

344,540,247

537,324,231

 

 

 

 

 

The financial statements below were approved by the Board of Directors on 18 March 2021 and signed on its behalf by:

 

 

 

 

 

Richard Bol é at                                                                                                                                           Mark Tucker

Chairman                                                                                                                               Audit Committee Chairman

 

The notes below form an integral part of these financial statements.

 

statement of changes in net assets

 

For the year ended 31 December 2020

 

 

Net assets attributable to shareholders

 

 

2020

 

Note

As at 1 January 2020

 

537,324,231

Issuance and subscriptions arising from conversion of ordinary shares

12

8,445,789

Redemption payments arising on conversion and tender of ordinary shares

12

(166,729,834)

Decrease in net assets attributable to shareholders from operations

 

(18,566,210)

Net foreign currency exchange loss on opening ordinary shares and ordinary shares issued during the year

12

(15,933,729)

As at 31 December 2020

 

344,540,247

 

For the year ended 31 December 2019

 

 

Net assets attributable to shareholders

 

 

2019

 

Note

As at 1 January 2019

 

538,965,202

Issuance and subscriptions arising from conversion of ordinary shares

12

39,955,230

Redemption payments arising on conversion and tender of ordinary shares

12

(52,293,084)

Decrease in net assets attributable to shareholders from operations

 

(14,733,854)

Net foreign currency exchange gain on opening ordinary shares and ordinary  shares issued during the year

12

25,430,737

As at 31 December 2019

 

537,324,231

 

The notes below form an integral part of these financial statements.

 

statement of cash flows  

 

For the year ended 31 December 2020

 

 

Year ended

31 December

2020

Year ended

31 December

2019

 

Note

Cash flows from operating activities

 

 

 

 

 

 

 

Loss before taxation1

 

(18,566,210)

(14,733,854)

 

 

 

 

Adjustments to reconcile loss before tax to net cash flows:

 

 

 

 

 

 

 

Net losses on investments held at fair value through profit or loss

7

21,681,500

16,030,827

Foreign exchange loss/(gain) on financial assets held at fair value through profit or loss

7

15,844,430

(25,378,912)

Foreign currency exchange (gain)/loss on ordinary shares

12

(15,933,729)

25,430,737

Placing programme costs

5

33,481

303,108

Share issue costs

5

3,524

336,348

Dividends paid

12

18,443,393

28,397,993

Changes in working capital:

 

 

 

Increase in prepayments

 

(7,891)

(3,568)

(Decrease)/increase in payables

 

(77,263)

1,461

Net cash provided by operating activities

 

21,421,235

30,384,140

 

 

 

 

Cash flows from investing activities

 

 

 

Purchase of financial assets held at fair value through profit or loss2

7

(348,681)

(33,774,171)

Proceeds from redemption of financial assets held at fair value through profit or loss2

7

156,419,064

45,696,707

Net cash provided by investing activities

 

156,070,383

11,922,536

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from issuance and subscriptions of ordinary shares3

12

352,205

34,106,544

Payments from redemption of ordinary shares3

12

(158,565,089)

(46,339,632)

Placing programme costs

5

(33,481)

(475,182)

Share issue costs

5

(3,524)

(336,348)

Dividends paid

12

(18,443,393)

(28,397,993)

Net cash used in financing activities

 

(176,693,282)

(41,442,611)

 

 

 

 

Net increase in cash and cash equivalents in the year

 

798,336

864,065

Cash and cash equivalents at beginning of the year

 

2,072,319

1,208,254

Cash and cash equivalents at the end of the year

 

2,870,655

2,072,319

 

1   Includes cash receipts relating to income distributions of €21,114,461 (2019: €31,094,502), interest income of €2,925 (2019: €1,333) and tender fee income of €1,550,442 (2019: €446,411).

2   Cash flows arising from purchases and redemption of financial assets above does not include subscriptions and redemptions arising from conversion of €(8,093,584) (2019: €(5,848,686)) and €8,164,745 (2019: €5,953,452) respectively as these transactions have no associated cash flow.

3   Cash flows arising from issuance and redemption of ordinary shares above does not include subscriptions and redemptions arising from conversion of €(8,093,584) (2019: €(5,848,686)) and €8,164,745 (2019: €5,953,452) respectively as these transactions have no associated cash flow.

 

The notes below form an integral part of these financial statements.

 

NOTES TO THE FINANCIAL STATEMENTS

 

1. General information

The Company was incorporated on 20 March 2013 and is registered in Jersey as a closed-ended Investment Company. Euro Shares and Sterling Shares were admitted to the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange on 25 June 2013.

 

The Company's registered address is IFC1, The Esplanade, St Helier, Jersey, JE1 4BP.

 

2. Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the years presented.

 

2.1 Basis of preparation

(a) Statement of Compliance

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union which comprise standards and interpretations approved by the International Accounting Standards Board (IASB) together with the interpretations of the International Accounting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee (IASC) which remain in effect. The financial statements give a true and fair view of the Company's affairs and comply with the requirements of the Companies (Jersey) Law 1991.

 

The liquidity method of presentation is followed in the Statement of Financial Position. Please refer to note 8.2 for maturity profiles.

 

(b) Basis of measurement

These financial statements have been prepared on the historical cost basis except for the revaluation of financial assets held at fair value through profit or loss and ordinary shares that are held at amortised cost, being the amount they can be redeemed at.

 

(c) Functional and presentation currency

The Company's functional currency is the Euro, which is the currency of the primary economic environment in which it operates. The Company's performance is evaluated and its liquidity is managed in Euros. Therefore the Euro is considered as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. The financial statements are presented in Euros, except where otherwise indicated, and are rounded to the nearest Euro.

 

(d) Critical accounting estimates and judgements

The preparation of financial statements in conformity with IFRS requires the Company to make judgements, estimates and assumptions that affect items reported in the Statement of Financial Position and Statement of Comprehensive Income and the disclosure of contingent liabilities at the date of the financial statements. It also requires management to exercise its judgement in the process of applying the Company's accounting policies.

 

Although these judgements, estimates and assumptions are based on best knowledge of current facts, circumstances and, to some extent, future events and actions, the actual results may ultimately differ from those estimates, possibly significantly. Valuation of financial assets is considered a significant estimate and is monitored by the Audit Committee to ensure that judgements, estimates and assumptions made and methodologies applied are appropriate and in accordance with IFRS 13. Please refer to note 2.4(c) for details regarding fair value estimation of financial assets and note 7 for IFRS 13 disclosures.

 

As outlined above in note 2.1(c) the Directors have used their judgement to determine that the Company's presentational and functional currency is Euro.

 

(e) New standards, amendments and interpretations

Definition of material (amendments to IAS 1 and IAS 8)

The International Accounting Standards Board has redefined its definition of material, issued practical guidance on applying the concept of materiality and issued proposals focused on the application of materiality to disclosure of other accounting policies. The amendments do not have a material impact on the Company's financial statements.

 

Several other amendments and interpretations apply for the first time in 2020, but these do not have an impact on the financial statements.

 

(f) Standards, amendments and interpretations issued but not yet effective

Standards that become effective in future accounting periods and have not been adopted by the Company:

 

International Financial Reporting Standards (IFRS)

Effective for periods beginning on or after

· IFRS 17 - Insurance Contracts

1 January 2023

 

As the Company does not participate in insurance contracts in the normal course of its business, the Directors believe that the application of this standard will not have an impact on the Company's financial statements.

 

A number of amendments and interpretations to existing standards have been issued, but are not yet effective, that are not relevant to the Company's operations. The Directors believe that the application of these amendments and interpretations will not impact the Company's financial statements when they become effective.

 

2.2 Going concern

The Directors have reviewed the Company's budget and cash flow forecast for the next 12 months from the date of approval of the financial statements. On the basis of this review, and after making due enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months to 18 March 2022, being the period of assessment covered by the Directors. The Directors are also satisfied that no material uncertainties exist that cast significant doubt over the Company's ability to continue as a going concern. In making this assessment, the Board have considered the impact that COVID-19 may have on the Company. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 

2.3 Foreign currency translations

Transactions in foreign currencies are translated to Euro at the foreign exchange rate on the transaction date. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are translated to Euro at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income.

 

2.4 Financial instruments

Financial assets

(a) Classification

The Company classifies its investments as financial assets held at fair value through profit or loss. These financial assets do not possess contractual terms which give rise to cash flows on specified dates that are solely payments of principal and interest and therefore these financial assets default to this classification. Financial assets also include cash and cash equivalents as well as other receivables which are measured at amortised cost.

 

(b) Recognition, measurement and derecognition

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 at fair value through profit or loss are measured initially and subsequently at fair value. Transaction costs are expensed as incurred and movements in fair value are recorded 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.

 

(c) 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. The Company holds PECs issued by the Investment Vehicle. These investments are not listed or quoted on any securities exchange and are not traded regularly and, on this basis, no active market exists. 

 

(d) Valuation process

The Company relies on the board of the Investment Vehicle making fair value estimates of an equivalent basis to those that would be made under IFRS. As at 31 December 2020, the Directors reviewed documentary evidence of the valuation of Investment Vehicle investments and scrutinised fair value estimates used to gain assurances as to the appropriateness and robustness of the valuation methodology applied by the Investment Vehicle to its underlying portfolio assets and hence to the Company investments in the Investment Vehicle. Being satisfied by the appropriateness and robustness of the valuation methodology applied by the Investment Vehicle, the Directors then incorporated those fair value estimates into the Company's Statement of Financial Position without adjustment.

 

The Directors interviewed representatives of the Investment Vehicle Manager in order to verify how the PECs are valued and the composition of the NAV of the PECs as of the date of the Statement of Financial Position.

 

The Directors are in regular communications with the Investment Vehicle Manager and receive monthly performance reports from the Investment Vehicle Manager in respect of the Investment Vehicle and its underlying investments, which are presented to the Directors by the Investment Vehicle Manager and discussed by these parties.

 

The Directors consider the impact of general credit conditions on the valuation of both the PECs and Investment Vehicle portfolio, as well as specific credit events in the European corporate environment. The Directors also analyse the Investment Vehicle portfolio in terms of both investment mix and fair value hierarchy.

 

Financial Liabilities

(a) Classification

As disclosed in note 2.7, the Company classifies its ordinary shares as financial liabilities held at amortised cost. Financial liabilities also include payables excluding accruals which are also held at amortised cost.

 

(b) Recognition, measurement and derecognition

Financial liabilities are recognised initially at fair value plus any directly attributable incremental costs of acquisition or issue and are subsequently carried at amortised cost. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.

 

Ordinary shares are carried at amortised cost being the carrying amount of ordinary share value at which investors have the opportunity to partially tender their shareholding in accordance with the Company's Quarterly Contractual Tender facility.

 

2.5 Operating expenses, placing programme costs and share issue costs

Operating expenses, placing programme costs and share issue costs are recognised on an accruals basis and are recognised in the Statement of Comprehensive Income.

 

2.6 Dividends payable

Dividends are recognised as finance costs in the Statement of Comprehensive Income on the date they are paid to shareholders.

 

2.7 Ordinary shares

In accordance with IAS 32 - Financial Instruments: Presentation, the ordinary shares are classified as a financial liability rather than equity due to the redemption mechanism of the ordinary shares, in addition to there being two share classes which have different characteristics. Please refer to note 12 for further details.

 

2.8 Management shares

The management shares are non-redeemable and the most subordinate share class. Therefore, management shares are classified as equity. Please refer to note 11 for further detail.

 

2.9 Investment income

Investment income primarily relates to quarterly income distributions received from the Investment Vehicle based on income returns and capital appreciation from a diversified portfolio of sub-investment grade debt instruments. The Company is entitled to receive income distributions every quarter, which will equate to not less than 75% of the net income of the Company's investment in the Investment Vehicle. Investment income also includes bank interest income that the Company receives from cash amounts held on deposit. Investment income is recognised in the Statement of Comprehensive Income when the Company's right to such income is established.

 

2.10 Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. Cash equivalents are short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

 

2.11 Segmental reporting

The Directors view the operations of the Company as one operating segment, being the investment business. All significant operating decisions are based upon analysis of the Company's investments as one segment. The financial results from this segment are equivalent to the financial results of the Company as a whole, which are evaluated regularly by the chief operating decision-maker (the Board with insight from the Investment Vehicle Manager).

 

2.12 Contingent liabilities and provisions

A contingent liability is a possible obligation depending on whether some uncertain future event occurs; or a present obligation but payment is not probable or the amount cannot be measured reliably. A provision is recognised when:

the Company has a present legal or constructive obligation as a result of past events;

it is probable that an outflow of resources will be required to settle the obligation; and

the amount has been reliably estimated.

 

2.13 Taxation

Profits arising in the Company for the 2020 year of assessment will be subject to Jersey tax at the standard corporate income tax rate of 0% (2019: 0%).

 

2.14 Capital risk management

The Board defines capital as financial resources available to the Company. The Company's capital as at 31 December 2020 comprises its net assets attributable to shareholders at a total of €344,540,247 (2019: €537,324,231).

 

The Company's objectives when managing capital are to:

safeguard the Company's ability to continue as a going concern;

provide returns for shareholders; and

maintain an optimal capital structure to minimise the cost of capital.

 

The Board monitors the capital adequacy of the Company on an on-going basis and the Company's objectives regarding capital management have been met.

 

Under the Code of Practice for Alternative Investment Funds and AIF Services Business, the Company, as a self-managed AIF is required to have an initial capital of at least €300,000. With the exception of the aforementioned, the Company has no other internally or externally imposed capital requirements.

 

3. Investment income

 

Year ended

31 December

2020

Year ended 31 December

2019

 

Income distributions

21,114,461

31,094,502

Bank interest income

2,925

1,333

Total investment income

21,117,386

31,095,835

 

Tender fee income

The tender price pursuant to the Contractual Quarterly Tender facility is calculated based on the NAV per share (calculated as at the final business day in each quarter or such other date as the Directors in their absolute discretion may determine from time to time) less €0.01 or £0.01 per share respectively (being 1% of the original placing price of €1.00 and £1.00 per share (the "Original Placing Price")) , which is retained by the Company. The Company recognises retained redemption proceeds of 1% and the administration fee as tender fee income.

 

During the year, 14,580,181 Euro Shares and 124,840,303 Sterling Shares have been tendered by shareholders which generated tender fee income of 1,550,442 (2019: 446,411 ). Refer to note 12 for further details on the Contractual Quarterly Tender facility.

 

4. Operating expenses

 

Year ended 31 December

2020

Year ended 31 December

2019

 

Directors' fees (see note 6)

231,535

221,633

Administration fees

188,189

196,666

Professional fees

158,848

56,482

Advisor fees

117,488

188,765

Audit fees

73,289

64,782

Registrar fees

69,205

76,999

Regulatory fees

63,992

159,865

Corporate Broker fees

49,654

46,986

Trustee fees

11,730

-

Non-audit fees paid to the Auditor

11,364

34,558

Sundry expenses

159,941

190,149

Total operating expenses

1,135,235

1,236,885

 

Non-audit fees paid to the Auditor

Non-audit fees paid to the Auditor relate to interim review services amounting to €11,364 (2019: €11,178), compliance with the reporting fund regime amounting to €nil (2019: €7,413) and provision of regulatory advice amounting to €nil (2019: €15,967). The Company also paid €33,481 (2019: €nil) to the Auditor in respect of reporting accountant services which were provided in a previous period. This amount has been included within finance costs (refer to note 5).

 

Advisor fees

The Investment Vehicle Manager agreed to provide the services of Mr. Justin Atkinson to assist with the marketing and promotion of the Company's shares. The Investment Vehicle Manager recharges the Company for Mr. Atkinson's cost. During the year, Advisor fees incurred were €117,488 (2019: €188,765).

 

Trustee fees

Trustee fees relate to fees paid to the trustee of the Trust which facilitates the conversion of treasury shares as further described in note 12. As the Trust was not engaged to convert treasury shares during the year ended 31 December 2020, the Trust did not earn any commission fee income for providing such services. As such, the Board agreed to settle the expenses of the Trust, being trustee fees of £10,425 (€11,730) (2019: £nil (€nil)) which were paid to BNP Paribas Jersey Trust Corporation Limited during the year.

 

5. Finance costs

Placing programme costs

On 29 March 2019, the Company published a prospectus in respect of a 12-month placing programme for up to 500 million placing shares, being new ordinary shares (to be denominated as either Euro Shares, Sterling Shares and/or US Dollar Shares) and/or C shares (to be denominated as either Euro C Shares, Sterling C Shares and/or US Dollar C shares).

 

During the year, the Company incurred placing programme fees of €33,481 (2019: €303,108), which represents reporting accountant services. No further placing programme fees have been accrued.

 

Share issue costs

The costs of the sale of treasury shares and placing of new ordinary shares have been expensed in the Statement of Comprehensive Income and amounted to a total of €3,524 (2019: €336,348).

 

Dividends paid

Refer to note 12 for further information on dividends paid.

 

6. Directors' fees and interests

During the year ended 31 December 2020, the Directors of the Company were remunerated for their services as follows:

 

Richard Boléat (Chairman) - £65,000 (2019: £65,000) per annum

Mark Tucker - £43,750 (2019: £43,750) per annum

David Wood - £42,500 (2019: £42,500) per annum

Stephanie Carbonneil - £42,500 (2019: £42,500) per annum

 

In addition, Mark Tucker, in his capacity as the Chairman of the Audit Committee receives an additional £6,250 (2019: £6,250) for his services in this role and Stephanie Carbonneil, in her capacity as Chair of the Nomination and Remuneration committee, receives an additional £5,000 (2019: nil) for her services in this role.

 

Total Directors fees paid during the year can be found in note 4 and details of the shares held by each Director at the date of approval of this report can be found above.

 

No pension contributions were payable in respect of any of the Directors. The Company has no employees.

 

Richard Boléat acts as the enforcer of the CCPEOL Purpose Trust. Please refer to note 15 for further detail.

 

7. Financial assets held at fair value through profit or loss

 

 

31 December

2020

31 December

2019

 

PECs - Unquoted investment

341,742,461

535,409,935

 

 

 

 

The PECs are valued taking into consideration a range of factors including the audited NAV of the Investment Vehicle as well as available financial and trading information of the Investment Vehicle and of its underlying portfolio; the price of recent transactions of PECs redeemed and advice received from the Investment Vehicle Manager; and such other factors as the Directors, in their sole discretion, deem relevant in considering a positive or negative adjustment to the valuation.

 

As at the year ended 31 December 2020, the Company held 123,587,333.61 Euro and 193,056,156.64 Sterling PECs (2019: 130,144,171.50 Euro and 324,425,319.07 Sterling PECs). Please refer below for reconciliation of PECs from 1 January 2019 (excluding PEC's awaiting settlement):

 

 Euro PECs

 Sterling PECs

 

 

 

As at 1 January 2019

124,305,615.27

338,776,091.72

Subscriptions

3,263,089.14

25,609,265.53

Monthly conversions

5,796,907.09

(4,905,493.18)

Quarterly tenders

(3,221,440.00)

(35,054,545.00)

As at 31 December 2019

130,144,171.50

324,425,319.07

Subscriptions

346,649.89

-

Monthly conversions

7,564,999.22

(6,474,321.43)

Quarterly tenders

(14,468,487.00)

(124,894,841.00)

As at 31 December 2020

123,587,333.61

193,056,156.64

 

Fair value hierarchy

IFRS 13 requires an analysis of investments valued at fair value based on the reliability and significance of information used to measure their fair value.

 

The Company categorises its financial assets and financial liabilities according to the following fair value hierarchy detailed in IFRS 13, that reflects the significance of the inputs used in determining their fair values:

 

Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.

 

Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

 

Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable variable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

 

As at 31 December 2020

 

 

 

 

 

Level 1

Level 2

Level 3

Total

Financial assets

Financial assets held at fair value through profit or loss

-

-

341,742,461

341,742,461

 

 

 

 

 

Financial liabilities

 

 

 

 

Ordinary shares1

317,655,573

-

-

317,655,573

 

 

 

 

 

 

As at 31 December 2019

 

 

 

 

 

Level 1

Level 2

Level 3

Total

Financial assets

Financial assets held at fair value through profit or loss

-

-

535,409,935

535,409,935

 

 

 

 

 

Financial liabilities

 

 

 

 

Ordinary shares1

503,742,730

-

-

503,742,730

 

1 - As disclosed in note 2.7, the Company classifies its ordinary shares as financial liabilities held at amortised cost. Please note for disclosure purposes only, ordinary shares have been disclosed at fair value using the quoted price in accordance with IFRS 13.

 

The fair value of investments is assessed on an ongoing basis by the Board.

 

Level 3 reconciliation

The following table shows a reconciliation of all movements in the fair value of financial assets held at fair value through profit or loss categorised within Level 3 between the beginning and the end of the reporting period.

 

 

31 December 2020

 

Balance as at 1 January 2020

535,409,935

Purchases

348,681

Subscriptions arising from conversion

8,093,584

Redemption proceeds arising from conversion

(8,164,745)

Redemption proceeds arising from quarterly tenders

(156,419,064)

Realised loss on financial assets held at fair value through profit or loss

(13,454,903)

Unrealised loss on financial assets held at fair value through profit or loss

(8,226,597)

Foreign exchange loss on financial assets held at fair value through profit or loss

(15,844,430)

Balance as at 31 December 2020

341,742,461

 

 

Net loss on financial assets held at fair value through profit or loss for the year ended 31 December 2020

(21,681,500)

 

During 2020, there were no reclassifications between levels of the fair value hierarchy.

 

 

31 December 2019

 

Balance as at 1 January 2019

537,640,863

Purchases

34,222,460

Subscriptions arising from conversion

5,848,686

Redemption proceeds arising from conversion

(5,953,452)

Redemption proceeds arising from quarterly tenders

(45,696,707)

Realised loss on financial assets held at fair value through profit or loss

(564,223)

Unrealised loss on financial assets held at fair value through profit or loss

(15,466,604)

Foreign exchange loss on financial assets held at fair value through profit or loss

25,378,912

Balance as at 31 December 2019

535,409,935

 

 

 

 

Net loss on financial assets held at fair value through profit or loss for the year ended 31 December 2019

(16,030,827)

 

During 2019, there were no reclassifications between levels of the fair value hierarchy.

 

Quantitative information of significant unobservable inputs - Level 3 - PECs

 

Description

31 December

2020

Valuation technique

Unobservable input

Range

(weighted average)

 

 

 

 

 

 

 

 

 

PECs

341,742,461

Adjusted net asset value

Discount for lack of liquidity

0-3%

 

Description

31 December

2019

Valuation technique

Unobservable input

Range

(weighted average)

 

 

 

 

 

 

 

 

 

PECs

535,409,935

Adjusted net asset value

Discount for lack of liquidity

0-3%

 

The Board believes that it is appropriate to measure the PECs at the NAV of the investments held at the Investment Vehicle, adjusted for discount for lack of liquidity if necessary. The Board has concluded that no adjustment was necessary in the current year (2019: none).

 

The net asset value of the Investment Vehicle attributable to each PEC unit is 1.0793 (2019: 1.1778).

 

Sensitivity analysis to significant changes in unobservable inputs within Level 3 hierarchy - Level 3 - PECs

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 31 December 2020 and comparative are as shown below:

 

As at 31 December 2020

Description

Input

Sensitivity used

Effect on fair value

PECs

Discount of lack of liquidity

3%

(10,252,274)

 

As at 31 December 2019

Description

Input

Sensitivity used

Effect on fair value

PECs

Discount of lack of liquidity

3%

(16,062,298)

 

Investment Vehicle portfolio

Listed equity securities and corporate bonds

The fair values of listed equity securities and corporate bonds at the reporting date are based on quoted market prices or binding dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. The listed equity securities and corporate bonds are included within Level 1 of the hierarchy.

 

Unlisted equities, warrants and debt securities

For all other financial instruments, fair value is determined using valuation techniques.

 

The Investment Vehicle invests in some unlisted equities, warrants, corporate bonds and other debt securities. When these instruments are not measured at the quoted price in an active market they are valued using observable inputs, initially sourcing broker quotes from a number of sources and, where this data does not yield a reliable market price, utilising appropriate valuation techniques such as recently executed transaction prices in securities of the issuer or comparable issuers. Adjustments are made to the valuations when necessary to recognise differences in the instrument's terms. To the extent that these inputs are observable, the Investment Vehicle classifies the fair value of these investments as Level 2.

 

The Compartment invests in unlisted corporate debt, managed CLOs including asset backed securities. These investments are generally not quoted in an active market and may be subject to restrictions on redemptions such as lock up periods. Transactions in these assets do not occur on a regular basis. Investments in these debt securities are valued based on a combination of a third-party pricing service, an appraisal of the performance of the issuing company and utilising appropriate valuation techniques such as counterparty marks and recently executed transaction prices in securities of the issuer or comparable issuers. The Investment Vehicle has classified the fair value of these investments as Level 3 for this financial year.

 

Forward currency contracts

Foreign currency forward contracts are recognised as contractual commitments on a trade date basis and are carried at fair value based on quotes obtained from an independent source (e.g. Bloomberg). Foreign currency forward contracts are commitments to either purchase or sell a designated currency at a future date for a specified price and are settled in cash. Foreign currency forward contracts are valued by reference to the forward price at which a new contract of the same size and remaining maturity could be undertaken at the valuation date. For these financial instruments, significant inputs are market observable and are included within Level 2.

 

Valuation process for Level 3 investments

Valuations are the responsibility of the board of the Investment Vehicle, who have engaged the Investment Vehicle Services Manager, the Investment Vehicle Manager and the independent service provider to independently value the assets on a monthly basis, and perform a price challenge process. Following the completion of the price challenge process, the Investment Vehicle Manager presents the valuation of the assets to the Board on a monthly basis, including a discussion on the assumptions used and significant fair value changes during the year.

 

Investments in CLOs are primarily valued based on the bid price as provided by the third-party pricing service, and may be amended following consideration of the Net Asset Value published by the administrator of the CLOs. Furthermore, such a Net Asset Value is adjusted when necessary, to reflect the effect of the time passed since the calculation date, liquidity risk, limitations on redemptions and other factors. Depending on the fair value level of a CLOs assets and liabilities and on the adjustments needed to the Net Asset Value published by that CLO, the Investment Vehicle classifies the fair value of these investments as Level 3.

 

Investments in debt securities for which there are a limited number of broker quotes and for which no other evidence of liquidity exists and investments in unlisted equity and private equity companies that are not quoted in an active market are classified as Level 3. For debt securities with a limited number of broker quotes, these are then valued by considering in detail the limited broker quotes available for evidence of outliers (which may skew the average) which, if existent, are then removed, and then by calculating the average of the remaining quotes. For debt securities and unlisted equity or private equity companies for which there are no broker quotes, the Investment Vehicle Manager produces a pricing memorandum for the Investment Vehicle drawing on the International Private Equity Valuation guidelines, which is discussed, reviewed and accepted by the Board and the independent service provider.

 

If the Investment Vehicle Manager and the independent service provider have difficulty in establishing an agreed upon valuation for an asset, they will discuss and agree alternative valuation methods.

 

The following tables below, detail the investment holding of the Company at the Investment Vehicle level, categorising these assets according to the fair value hierarchy in accordance with IFRS 13 and detailing the quantitative information of significant unobservable inputs of the Level 3 investments held. The below disclosure has been included to provide an insight to shareholders, of the asset class mix held by the Investment Vehicle portfolio. It is important to note that as at 31 December 2020, the Company held a 58.71% (2019: 66.17%) interest in the net assets of the Investment Vehicle. This disclosure has not been apportioned according to the Company's PEC holding, as the Board believes to do so would be misleading and not an accurate representation of the Company's investment in the Investment Vehicle.

 

The below information regarding the financial assets at fair value through profit or loss for the Investment Vehicle has been included for information purposes only.

 

Financial assets and liabilities at fair value through profit or loss - (for Investment Vehicle)

31 December

2020

 

Level 1

Level 2

Level 3

 

Financial assets

€'000

€'000

€'000

€'000

Equity securities

 

 

 

 

Equities and warrants

-

-

12,304

12,304

Debt securities

 

 

 

 

Corporate bonds and other debt securities

120,117

437,402

102,919

660,438

CLOs including Asset Backed Securities

-

-

34,907

34,907

Forward currency contracts

-

4,599

-

4,599

Total

120,117

442,001

150,130

712,248

Financial liabilities

 

 

 

 

Corporate bonds and other debt securities sold short

-

-

-

-

Total

-

-

-

-

 

 

Financial assets and liabilities at fair value through profit or loss - (for Investment Vehicle)

31 December

2019

 

Level 1

Level 2

Level 3

 

Financial assets

€'000

€'000

€'000

€'000

Equity securities

 

 

 

 

Equities and warrants

4,532

-

16,315

20,847

Debt securities

 

 

 

 

Corporate bonds and other debt securities

149,696

531,027

115,933

796,656

CLOs including Asset Backed Securities

-

-

41,999

41,999

Forward currency contracts

-

14,941

-

14,941

Total

154,228

545,968

174,247

874,443

Financial liabilities

 

 

 

 

Corporate bonds and other debt securities sold short

19,208

7,510

-

26,718

Total

19,208

7,510

-

26,718

 

Transfers between Level 2 and Level 3 - (for Investment Vehicle)

Due to COVID-19, asset prices in sectors such as leisure, gaming, transport and retail saw material weakness throughout the year. However, there was a partial recovery towards the end of the year as a result of vaccine announcements.

 

In general, markets have still been active and liquid.

 

Aside from the obvious impacts of COVID-19 on the above sectors, there have not been any new or additional risks arising to those that would already have been considered and monitored by the Investment Vehicle Manager.

 

During 2020, following further developments in the liquidity of certain debt securities, investments of the Compartment with a market value of EUR 50.2 million as at 31 December 2020 were reclassified from Level 2 to Level 3 (31 December 2019: EUR 38.8 million) and EUR 9.5 million were reclassified from Level 1 to Level 3 (31 December 2019: EUR Nil). There were also investments reclassified from Level 3 to Level 2 having a market value of EUR 32.9 million as at 31 December 2020 (31 December 2019: EUR 17.5 million).

 

Level 3 reconciliation - (for Investment Vehicle)

The following table shows a reconciliation of all movements in the fair value of financial instruments categorised within Level 3 between the beginning and the end of the reporting year.

 

 

Equities and Warrants

Corporate bonds and other debt securities

CLOs (including Asset Backed Securities)

 

 

 

Total

 

€'000

€'000

€'000

€'000

Balance as at 1 January 2019

4,123

57,401

20,322

81,846

Total (losses) / gains in statement of comprehensive income during the year

(10,768)

3,286

(1,786)

(9,268)

Purchases / subscriptions

22,960

36,556

37,741

97,257

Sales / redemptions

-

(12,937)

(14,278)

(27,215)

Transfers into and out of Level 3

-

31,627

-

31,627

Balances as at 31 December 2019

16,315

115,933

41,999

174,247

 

 

 

 

 

Total (losses) / gains in statement of comprehensive income during the year

(3,014)

(17,029)

(1,467)

(21,510)

Purchases / subscriptions

3,696

45,938

19,205

68,839

Sales / redemptions

(5,803)

(67,614)

(24,830)

(98,247)

Transfers into and out of Level 3

1,110

25,691

-

26,801

Balances as at 31 December 2020

12,304

102,919

34,907

150,130

 

 

 

 

 

Total unrealised gains and losses at 31 December 2019 included in Statement of Comprehensive Income for assets held at the end of the year

 

 

(10,768)

 

 

2,214

 

 

(991)

 

 

(9,545)

 

 

 

 

 

Total unrealised gains and losses at 31 December 2020 included in Statement of Comprehensive Income for assets held at the end of the year

 

 

(7,030)

 

 

(19,274)

 

 

1,918

 

 

(24,386)

 

Quantitative information of significant unobservable inputs - Level 3 - (in Investment Vehicle)

 

Description

31 December 2020

Valuation technique

Unobservable input

Range (weighted average)

€'000

Equities and warrants

1,500

Market multiples

Average EBITDA multiple of peers including discount to average multiple

5.7x

Equities and warrants

2,795

Cash projection and net present value

Discount rate on projected cash flows

15%

Equities and warrants

8,009

Broker quotes / other methods

Specific valuations of the industry: expert valuation

N/A

Corporate bonds and other debt securities

102,919

Broker quotes /  Market multiples /  Discounted Cash Flow

Cost of market transactions / multiple of listed companies /  management information

N/A

CLOs (including Asset Backed Securities)

34,907

Broker quotes /  other methods

Specific valuations of the industry: expert valuation

N/A

 

Description

31 December 2019

Valuation technique

Unobservable input

Range (weighted average)

€'000

Equities and warrants

12,623

Market multiples

Average EBITDA multiple of peers including discount to average multiple

5.6x - 8.0x

Equities and warrants

3,692

Broker quotes / other methods

Specific valuations of the industry: expert valuation

N/A

Corporate bonds and other debt securities

115,933

Broker quotes /  Market multiples /  Discounted Cash Flow

Cost of market transactions / multiple of listed companies /  management information

N/A

CLOs (including Asset Backed Securities)

41,999

Broker quotes /  other methods

Specific valuations of the industry: expert valuation

N/A

 

The Board and CPIM have valued the CLO positions at bid-price as at 31 December 2020 and 31 December 2019, as they believe this is the most appropriate value for these positions. The Board and the Investment Vehicle Manager believe that where certain credit facilities are classified as Level 3 due to limited number of broker quotes, there is still sufficient supporting evidence of liquidity to value these at an undiscounted bid price.

 

Sensitivity analysis to significant changes in unobservable inputs within Level 3 hierarchy - Level 3 - (for Investment Vehicle)

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 31 December 2020 are as shown below:

 

Description

Input

Sensitivity used

Effect on fair value €'000

Equities and warrants

Average EBITDA multiple of peers including discount to average multiple

1x

2,565/(1,500)

Equities and warrants

Discount rate on projected cash flows

1 %

96/(131)

Equities and warrants

Discount to broker quotes / valuation method

20 %

1,386/(1,386)

Corporate bonds and other debt securities

Discount to broker quotes / valuation method

10 %

10,292/(10,292)

CLOs (including Asset Backed Securities)

Discount to broker quotes / other methods

20 %

6,981/(6,981)

 

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 31 December 2019 are as shown below:

 

Description

Input

Sensitivity used

Effect on fair value €'000

Equities and warrants

Market multiples

1x

3,879/(4,345)

Equities and warrants

Discount to broker quotes / valuation method

20 %

738/(738)

Corporate bonds and other debt securities

Discount to broker quotes / valuation method

10 %

11,593/(11,593)

CLOs (including Asset Backed Securities)

Discount to broker quotes / other methods

20 %

8,400/(8,400)

 

The below information regarding loans and borrowings for the Investment Vehicle, which are financial liabilities held at amortised cost, has been included for information purposes only.

 

 

Effective interest rate (EIR, %)

Maturity

31 December 2020

31 December 2019

 

 

 

€'000

€'000

Current interest-bearing loans and borrowings

 

 

 

 

Interest on loan - Bank

 

 

86

364

 

 

 

86

364

Current interest-bearing loans and borrowings

 

 

 

 

Loan - Bank (principal EUR 175 million)

1.58%

30-Jun-22

161,000

 

 

 

161,000

174,497

Total loans and borrowings at year end

 

 

161,086

174,861

 

Up to 23 July 2020, the effective interest rate (EIR) is the combination of the nominal interest rate of Euribor + 3 months + 1.28% and the amortisation of the arrangement fee of EUR 1.66 million.

 

As per the amendment deed dated 24 July 2020, the credit facility was amended and extended to have a maturity date of 30 June 2022. The rate of interest on each loan for each interest period is the percentage rate per annum that is the aggregate of the applicable: (a) Margin of 1.7%; and (b) Libor or, in relation to a Euro denominated Loan, Euribor + 3 months.

 

As per the amendment deed a maximum of 7.5% of the Investment Vehicles gross assets are invested or shall be invested in structured finance securities at any time. The structured finance securities shall be held in the structured finance account and shall not be held in the custody account with the custodian. As at year-end, the Investment Vehicle has an exposure to structured finance securities (CLOs and ABS) of 4.4%.

 

There is collateral cash of EUR 8 million and assets with a market value of EUR 224 million with regards to the loan with the Bank (31 December 2019: EUR 42 million and assets with a market value of EUR 266 million with regards to the loan with the Bank).

 

8. Financial risk management

The main risks arising from the Company's financial instruments are credit risk, liquidity risk, market risk, interest rate risk, valuation risk and foreign currency risk.

 

8.1 Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Board has in place monitoring procedures in respect of counterparty risk which is reviewed on an ongoing basis.

 

The Company's credit risk is attributable to its financial assets at fair value through profit or loss, financial assets receivable and cash and cash equivalents.

 

In the opinion of the Board, the carrying amounts of financial assets best represent the maximum credit risk exposure to the Company. T he Company's financial assets exposed to credit risk amounted to the following:

 

 

31 December

2020

31 December

2019

 

Financial assets held at fair value through profit or loss

341,742,461

535,409,935

Cash and cash equivalents

2,870,655

2,072,319

Total assets

344,613,116

537,482,254

 

Cash amounts of €13,687 and £558,019 (€623,084) (2019: €329,843 and £1,475,174 (€1,742,476)) are placed with BNP Paribas Securities Services S.C.A., Jersey Branch and £2,000,614 (€2,233,885) (2019: nil) with Santander Financial Services plc, Jersey Branch.

 

BNP Paribas Securities Services S.C.A, Jersey Branch, is a wholly owned subsidiary of BNP Paribas Securities Services S.A. which is publicly traded and a constituent of the S&P 500 Index with a long-standing credit rating of A+ (2019: A+) from Standard & Poor's. Santander Financial Services plc, Jersey Branch, is a wholly owned subsidiary of Santander International with a long-term credit rating of A1 from Moody's.

 

The Company is indirectly exposed to credit risks associated with the investments held by the Investment Vehicle. These credit risks include (among others): (i) the possibility that earnings of an underlying issuer may be insufficient to meet its debt service obligations; (ii) an underlying issuer's assets declining in value; (iii) the declining creditworthiness of the Investment Vehicle's financial counterparties; and (iv) the declining creditworthiness, default and potential for insolvency of issuers during periods of rising interest rates and/or economic downturn. An economic downturn and/or rising interest rates could severely disrupt the leveraged finance market and adversely affect the value of the Investment Vehicle's investments and the ability of issuers to repay principal and interest. In turn, this may adversely affect the performance of the Investment Vehicle and, by extension, the Company's business, financial condition, results of operations, NAV and/or the market prices of the ordinary shares.

 

The Board discusses the creditworthiness of the Investment Vehicle's underlying portfolio constituents and banking counterparties (e.g. banks, money market funds and the issuers of the debt securities) with the Investment Vehicle Manager on a periodic basis.  

 

The Company's investment exposure at the Investment Vehicle, categorised according to the credit rating of the issuers, is: BB 4%, B 67%, CCC 18% and not rated 11% (31 December 2019: AAA 1%, BB 4%, B 70%, CCC 11% and not rated 14%). Cash and cash equivalents exposure is with institutions rated A+ 100% (31 December 2019: A+ 24% and A 76%). Derivative financial instruments market value exposure is with institutions rated AA- 24% and A+ 76% (31 December 2019: A+ 24% and A 76%).

 

8.2 Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulties in realising assets or otherwise raising funds to meet financial commitments. Given that the PECs issued by the Investment Vehicle and held by the Company are not traded on a stock exchange, the Company relies on the periodic redemption mechanism provided by the Investment Vehicle in order to realise its investments in the Investment Vehicle, and on mechanisms operating in accordance with their contracted terms. The Company does not have any control over the redemption mechanism operated by the Investment Vehicle.

 

Please refer above - "Principal risks and uncertainties"   and note 12 for detail regarding the election to tender available to ordinary shareholders and applicable restrictions.

 

The Company may redeem PECs in accordance with its contracted rights. However, if the Investment Vehicle receives applications to redeem Investment Vehicle Interests in respect of any redemption date and it determines (in its sole judgement) that there is insufficient liquidity to make redemptions without prejudicing existing investors in the Investment Vehicle, then the Investment Vehicle is entitled to suspend or scale down the redemption requests on a pro rata basis so as to only carry out redemptions that will not prejudice remaining investors.

 

As such, in circumstances where the Company wishes to redeem part or all of its holdings in the Investment Vehicle, it may not be able to achieve this on a single redemption date. This may also result in restrictions on the Company's ability to complete or to conduct Contractual Quarterly Tenders.

 

In certain circumstances, whether prior to or following a NAV determination date, (being the quarterly Investment Vehicle valuation date), the Investment Vehicle directors may, at their discretion, suspend all calculations, payments and redemptions of the outstanding Investment Vehicle Interests (including the Company's Investment Vehicle Interests).

 

In the event of a material adverse event occurring in relation to the Investment Vehicle or the market in which it operates generally, the ability of the Company to realise its investment and prevent the possibility of further losses could, therefore, be limited by its restricted ability to realise its investment in the Investment Vehicle. This delay could materially affect the value of the PECs and the timing of when the Company is able to realise its investments in the Investment Vehicle, which may adversely affect the Company's business, financial condition, results of operations, NAV and/or the market prices of the ordinary shares.

 

The table below shows the residual contractual maturity of the Company's financial assets and liabilities as at 31 December 2020:

 

 

Less than 1 year

1 to 5 years

More than 5 years

No maturity date

Total

 

Financial assets

 

 

 

 

 

Financial assets held at fair value through profit or loss1

-

-

-

341,742,461

341,742,461

Cash and cash equivalents

2,870,655

-

-

-

2,870,655

Total undiscounted financial assets

2,870,655

-

-

341,742,461

344,613,116

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Payables

(118,290)

-

-

-

(118,290)

Ordinary shares2

-

-

-

(344,540,247)

(344,540,247)

Total undiscounted financial liabilities

(118,290)

-

-

(344,540,247)

(344,658,537)

 

1 - The Company has not classified financial assets held at fair value through profit or loss into maturity bands as the Board has determined to do so would be misleading given the Company's contractual quarterly tender mechanism as set out in note 12.

2 - The Company has not classified the ordinary shares into maturity bands as the Board has determined that to do so would be misleading. Details of the Company's financial liabilities in relation to the ordinary shares, which are carried at amortised cost, are set out in note 12. The ordinary shares above include the lifetime decrease in net assets attributable to the Euro and Sterling Shares.

 

The table below shows the residual contractual maturity of the financial assets and liabilities as at 31 December 2019:

 

 

Less than 1 year

1 to 5 years

More than 5 years

No maturity date

Total

 

Financial assets

 

 

 

 

 

Financial assets held at fair value through profit or loss1

-

-

-

535,409,935

535,409,935

Financial assets receivable

-

-

-

-

-

Cash and cash equivalents

2,072,319

-

-

-

2,072,319

Total undiscounted financial assets

2,072,319

-

-

535,409,935

537,482,254

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Payables

(195,553)

-

-

-

(195,553)

Ordinary shares2

-

-

-

(537,324,231)

(537,324,231)

Total undiscounted financial liabilities

(195,553)

-

-

(537,324,231)

(537,519,784)

 

1 - The Company has not classified financial assets held at fair value through profit or loss into maturity bands as the Board has determined to do so would be misleading given the Company's contractual quarterly tender mechanism as set out in note 12.

2 - The Company has not classified the ordinary shares into maturity bands as the Board has determined that to do so would be misleading. Details of the Company's financial liabilities in relation to the ordinary shares, which are carried at amortised cost, are set out in note 12. The ordinary shares above include the lifetime decrease in net assets attributable to the Euro and Sterling Shares.

 

In the ordinary course of business the Directors expect the Company's Contractual Quarterly Tenders to be funded by redemptions from the Investment Vehicle, excepting cumulative quarterly tenders received in an amount equal to or less than £100,000 which may initially, at the discretion of the Directors, be funded from the Company's working capital.

 

8.3 Market risk

Market risk is the risk that the Company's performance will be adversely affected by changes in the markets in which it invests. The Company holds a single investment in the form of PECs in the Investment Vehicle which is the main driver of the Company's performance.

 

At the Investment Vehicle level, performance is driven by the portfolio of the Investment Vehicle and therefore consideration of the market risks to which the Company is exposed should be taken.

 

The Investment Vehicle is required to hold at least 60% of its gross assets in companies domiciled in, or with material operations in, Western Europe. As such, the Company and the Investment Vehicle could be particularly exposed to any deterioration in the current European economic climate.

 

In addition, the Investment Vehicle does not have any restrictions on the amount of investments it can make in a single industry. As such, any significant event which affects a specific industry in which the Investment Vehicle has significant exposure could materially and adversely affect the performance of the Investment Vehicle and, by extension, the Company's ordinary shares.

 

In order to avoid excessive concentrations of risk, the Investment Vehicle's private placement memorandum includes specific guidelines on maintaining a diversified portfolio. These guidelines are detailed in the investment and borrowing limits section detailed below. The Board receives from third-party service providers the results of investment and borrowing restriction monitoring exercises performed over the investment portfolio. During the year ended 31 December 2020, the Company was in compliance with all investment and borrowing limits.

 

Continued or recurring market deterioration may materially adversely affect the ability of an issuer whose debt obligations form part of the Investment Vehicle portfolio to service its debts or refinance its outstanding debt. Further, such financial market disruptions may have a negative effect on the valuations of the Investment Vehicle investments (and, by extension, on the NAV and/or the market price of the Company's ordinary shares), and on liquidity events involving such Investment Vehicle investments. In the future, non-performing assets in the Investment Vehicle's portfolio may cause the value of the Investment Vehicle's portfolio to decrease (and, by extension, the NAV and/or the market price of the Company's ordinary shares to decrease). Adverse economic conditions may also decrease the value of any security obtained in relation to any of the Investment Vehicle investments. The Board receives frequent presentations and reporting at board meetings from the Investment Vehicle Manager which allows it to monitor the performance of the Investment Vehicle's investment portfolio.

 

Please refer below for sensitivity analysis on the Statement of Comprehensive Income and NAV of the Company, if the fair value of the PECs at the year-end increased or decreased by 5%:

 

Current value

2020

Increase by 5%

Decrease by 5%

 

Total

 

 

Euro PECs

€120,499,010

€6,024,950

€(6,024,950)

Sterling PECs (Euro equivalent)

€221,243,451

€11,062,172

€(11,062,172)

Financial assets held at fair value through profit or loss

€341,742,461

€17,087,122

€(17,087,122)

 

 

 

 

Sterling PECs

£198,140,292

£9,907,015

£(9,907,015)

 

Current value

2019

Increase by 5%

Decrease by 5 %

 

Total

 

 

Euro PECs

€131,166,585

€6,558,329

€(6,558,329)

Sterling PECs (Euro equivalent)

€404,243,350

€20,212,168

€(20,212,168)

Financial assets held at fair value through profit or loss

€535,409,935

€26,770,497

€(26,770,497)

 

 

 

 

Sterling PECs

£342,231,079

£17,111,554

£(17,111,554)

 

The above calculations are based on the investment valuation at the Statement of Financial Position date and are not representative of the period as a whole, and may not be reflective of future market conditions.

 

8.4 Interest rate risk

Interest rate movements affect the fair value of investments in fixed interest rate securities and floating rate loans and on the level of income receivable on floating rate loans and cash deposits.

 

The Company invests in PECs which are non-interest bearing and therefore the majority of the Company's interest rate exposure arises in the fair value of the underlying Investment Vehicle portfolio which is largely invested in the debt securities of companies domiciled in, or with material operations in, Western Europe.

 

As at 31 December 2020, the Investment Vehicle portfolio contained interest bearing financial assets at fair value through profit or loss of €695.3m (2019: €838.7m) and financial liabilities at fair value through profit or loss of €nil (2019: €26.7m). Most of these investments in debt securities carry variable interest rates and have various maturity dates. Interest rate risk on fixed interest instruments is considered to be part of market risk on fair value and is monitored by the Board on a monthly basis. In addition, as at 31 December 2020, the Company was exposed to interest rate risk arising on the Investment Vehicle's derivative financial instruments of €4.6m (2019: €14.9m), receivables and payables on unsettled trades of €58.9m (2019: €57.8m) and €43.6m (2019: €40.6m) respectively and loans and borrowings of €161.0m (2019: €174.5m).

 

The Company is also exposed to changes in interest rates on cash and cash equivalents held directly of £2,870,655 (2019: £2,072,319). The Board considers this risk to be immaterial to the Company.

 

8.5 Valuation risk

Valuation risk is the risk that the valuation of the Company's investments in the Investment Vehicle, and accordingly the periodic calculation of the NAV of the Company's Euro and Sterling Shares, does not reflect the true value of the Company's proportionate interest in the Investment Vehicle's underlying investment portfolio.

 

The Investment Vehicle's portfolio may at any given time include securities or other financial instruments or obligations which are very thinly traded, for which no ready market exists or which are restricted as to their transferability under applicable securities laws. These investments may be extremely difficult to value accurately.

 

Further, because of overall size or concentration in particular markets of positions held by the Investment Vehicle, the value of its investments at which they can be liquidated may differ, sometimes significantly, from their carrying values. Third-party pricing information may not be available for certain positions held by the Investment Vehicle and therefore investments held by the Investment Vehicle may be valued based on valuation techniques using unobservable inputs. In light of the foregoing, there is a risk that an Investment Vehicle interest holder, such as the Company, which redeems all or part of its investment while the Investment Vehicle holds such investments, could be paid an amount less than it would otherwise be paid if the actual value of the Investment Vehicle's investment was higher than the value designated for that investment by the Investment Vehicle. Similarly, there is a risk that a redeeming Investment Vehicle interest holder might, in effect, be overpaid at the time of the applicable redemption if the actual value of the Investment Vehicle's investment was lower than the value designated for that Investment by the Investment Vehicle, in which case the value of the Investment Vehicle interests to the remaining Investment Vehicle interest holders would be reduced.

 

The board of the Investment Vehicle monitors and reviews the PEC valuation process on an ongoing basis and the Board of the Company monitors and reviews the Company's NAV production process on an ongoing basis.

 

8.6 Foreign currency risk

Foreign currency risk is the risk that the values of the Company's assets and liabilities are adversely affected by changes in the values of foreign currencies by reference to the Company's functional currency. The functional currency of the Company and the Investment Vehicle is the Euro.

 

At the Company level, the Euro and Sterling share classes invest into Euro and Sterling PEC's respectively and therefore there is no material foreign currency risk at the Company level. The Company only has exposure to material foreign currency movements at the Investment Vehicle level.

 

At the Investment Vehicle level, certain assets are typically denominated in other currencies. The Investment Vehicle is subject to material foreign currency exchange risks and the value of its assets may be affected by fluctuations in foreign currency exchange rates. This may, in turn, result in fluctuations in the value of the Euro and Sterling PEC's which would result in similar variances within the NAV per Share of the Euro Shares and the Sterling Shares issued by the Company, and so in variations between the market prices of Euro Shares and the Sterling Shares.

 

The Investment Vehicle uses a third-party professional foreign exchange manager to seek to materially fully hedge the foreign currency exposures to which it is exposed. However, it may not be possible for the Investment Vehicle to hedge against a particular change or event at an acceptable price or at all. In addition, there can be no assurance that any attempt to hedge against a particular change or event would be successful, and any such hedging failure could materially and adversely affect the performance of the Investment Vehicle and, by extension, the Company's business, financial condition, results of operations, NAV and/or the market prices of the ordinary shares.

 

Subscription monies for Sterling Shares issued by the Company have been used to fund subscriptions for Sterling-denominated PECs and such monies may then be converted to Euro by the Investment Vehicle for operating purposes. The holders of Sterling Shares will therefore be subject to the foreign currency fluctuations between Sterling and Euro. Although the Investment Vehicle has in place a hedging programme, there is no guarantee that any such hedging arrangements will be successful. In addition, the costs and any benefit of hedging such foreign currency exposure will be allocated solely to the Sterling-denominated PECs (and, as a consequence, to the Company's Sterling Shares).

 

The below information regarding the foreign currency risk for the Investment Vehicle has been included for information purposes only. 

 

The following table indicates the currencies to which the Investment Vehicle had significant exposure as at its financial year end on its financial assets and liabilities. The analysis calculates the total effect of a reasonably possible movement of principal currency rates against the EUR on the net assets attributable to PEC holders with all other variables held constant, and includes the impact of the hedging programme undertaken by the Investment Vehicle.

 

Currency

Change in currency rate

Effect on net assets attributable to PEC holders and on the change in net assets attributable to PEC holders from operations

 

 

 

2020

2019

 

 

 

€'000

€'000

GBP

10%

 

(106)

(974)

USD

10%

 

(11)

354

 

An equivalent decrease in each of the aforementioned currencies against the EUR would have resulted in an equivalent but opposite impact.

 

9. Payables

 

 

31 December

2020

31 December

2019

 

Advisor fees

36,313

100,985

Auditor's fees

33,257

29,826

Administration fees

16,339

17,278

Other payables

32,381

47,464

Total payables

118,290

195,553

 

10. Contingent liabilities and commitments

As at 31 December 2020, the Company had no contingent liabilities or commitments (2019: nil).

 

11. Stated capital

 

 

Number of

shares

Stated capital

Number of

shares

Stated capital

 

31 December

2020

31 December

2020

31 December

2019

31 December

2019

 

 

 

Management shares

2

-

2

-

 

Management shares

Management shares are non-redeemable, have no par value and no voting rights, and also no profit allocated to them in the earnings per share calculation.

 

12. Ordinary shares

 

 

Number of shares

Stated capital

Number of shares

Stated capital

 

31 December

2020

31 December

2020

31 December

2019

31 December

2019

 

 

 

Euro Shares

124,768,754

126,544,862

131,275,614

132,407,216

Sterling Shares

194,829,202

237,807,456

326,202,252

406,162,876

Total

319,597,9561

364,352,3182

457,477,8661

538,570,0922

 

1   - Excludes 20,598,771 (2019: 6,368,590) Euro Shares and 174,947,441 (2019: 50,107,138) Sterling Shares held as treasury shares.

2 - Excludes (19,812,071) (2019: (1,245,861)) relating to the decrease since inception (2019: decrease) in net assets attributable to shareholders from operations.

 

 

31 December

 2020

Total

 

Balances as at 1 January 2020

538,570,092

Issue of ordinary shares

352,205

Subscriptions arising from conversion of ordinary shares

8,093,584

Redemption payments arising from conversion of ordinary shares

(8,164,745)

Redemption payments arising from quarterly tenders of ordinary shares

(158,565,089)

Foreign currency exchange loss on ordinary shares

(15,933,729)

Balances as at 31 December 2020

364,352,3181

 

 

31 December

 2019

Total

 

Balances as at 1 January 2019

525,477,209

Issue of ordinary shares

34,106,544

Subscriptions arising from conversion of ordinary shares

5,848,686

Redemption payments arising from conversion of ordinary shares

(5,953,452)

Redemption payments arising from quarterly tenders of ordinary shares

(46,339,632)

Foreign currency exchange gain on ordinary shares

25,430,737

Balances as at 31 December 2019

538,570,0921

 

1 - Excludes (19,812,071) (2019: (1,245,861)) relating to the decrease since inception (2019: decrease) in net assets attributable to shareholders from operations.

 

The Company has two classes of ordinary shares, being Euro Shares and Sterling Shares.

 

Each Euro Share holds 1 voting right, and each Sterling Share holds 1.17 voting rights. Each Share has no par value.

 

As at 31 December 2020, the Company had 145,367,525 (inclusive of 20,598,771 treasury shares) (2019: 137,644,204 (inclusive of 6,368,590 treasury shares)) Euro Shares and 369,776,643 (inclusive of 174,947,441 treasury shares) (2019: 376,309,390 (inclusive of 50,107,138 treasury shares)) Sterling Shares in issue.

 

Sale of treasury shares 

Excluding shares sold to the Conversion Vehicle as detailed below and shares sold as part of the placing of treasury shares, the Company completed the sale of 350,00 0 (2019: 2,050,000 ) Euro and nil (2019: 3,600,000) Sterling treasury shares during the year ended 31 December 2020.

 

Voluntary conversion

The Company offers a monthly conversion facility pursuant to which holders of ordinary shares of one class may convert such shares into ordinary shares of any other class, subject to regulatory considerations.

 

Such conversion is effected on the basis of the ratio of the NAV per class to be converted (calculated in Euro less the costs of effecting such conversion and adjusting any currency hedging arrangements and taking account of dividends resolved to be paid), to the NAV per class of the shares into which they will be converted (also calculated in Euro), in each case on the relevant conversion calculation date being the first business day of the month. During the year 750,810 (2019: 542) Euro Shares were converted into 619,959 (2019: 446) Sterling Shares and 7,152,706 (2019: 4,931,995) Sterling Shares were converted into 8,474,131 (2019: 5,847,668) Euro Shares.

 

Treasury share convertor mechanism

At the 2016 Annual General Meeting the Company requested, and received, shareholder approval to create a mechanism whereby treasury shares held by the Company be converted from one currency denomination to another in accordance with the procedure set out in the Articles. As the conversion cannot take place while the treasury shares are held by the Company, it was proposed that a facility be created so that some or all of the treasury shares be sold to a related party, who would be willing to facilitate the conversion of the treasury shares from one currency denomination to another. The treasury share convertor mechanism was put in place to provide the Company with a means of converting one class into another to meet demand in the market from time to time.

 

Accordingly, on the 11 September 2017, the Company established the Trust, a business purpose trust established under Jersey law. The purpose of the Trust is the facilitation of the conversion of the treasury shares by the incorporation of a company, the Conversion Vehicle, who would purchase treasury shares from the Company, convert them into shares of the other currency denomination and sell those converted shares back to the Company. The Chairman of the Company was appointed as the enforcer of the Trust.

 

The treasury share convertor mechanism was not utilised during the year ended 31 December 2020 (2019: not utilised).

 

Contractual Quarterly Tender facility

As the Company has been established as a closed-ended vehicle, there is no right or entitlement attaching to the ordinary shares that allows them to be redeemed or repurchased by the Company at the option of the shareholder.

 

The Company has, however, established a Contractual Quarterly Tender facility that enables shareholders to tender their shares in the Company in accordance with a stated contracted mechanism.

 

T he Directors believe that the Company's Contractual Quarterly Tender facility serves to provide shareholders with additional liquidity when compared with other listed closed-ended investment companies.

 

The offer of Contractual Quarterly Tenders is subject to annual shareholder approval and subject to the terms, conditions and restrictions as set out in the Company's prospectus. The Company is subject to annual shareholder approval to tender each quarter for up to 24.99% of the shares of such class in issue at the relevant quarter record date, (being the date on which the number of shares then in issue will be recorded for the purposes of determining the restrictions), subject to a maximum annual limit of 50% of the shares of such class in issue.

 

Due to the COVID-19 pandemic, the Board considered it prudent to include additional powers in respect of the Contractual Quarterly Tenders June 2020 to March 2021 that would allow the Board to:

 

· Reduce the maximum number of shares that may be tendered for purchase in any quarter below the current limit of 24.99% of the shares in issue at the relevant tender record date;

· Alter the timetable or any part thereof prospectively in respect of any quarter or quarters at any time; and

· Suspend any Contractual Quarterly Tender or the completion of any Contractual Quarterly tender for one or more quarters at any time.

 

These additional powers were put forward for, and received, shareholder approval at the AGM on 1 May 2020.

 

The Board intends to only use these powers when it considers it appropriate and in response to the developing situation in connection with the COVID-19 pandemic.

 

However, it is important to note that Contractual Quarterly Tenders, if made, are contingent upon certain factors including, but not limited to, the Company's ability to finance tender purchases through submitting redemption requests to the Investment Vehicle to redeem a pro rata amount of Company Investment Vehicle Interests.

 

Factors, including restrictions at the Investment Vehicle level on the number of PECs which can be redeemed, may mean that sufficient Company Investment Vehicle Interests cannot be redeemed and, consequently, tender purchases in any given quarter may be scaled back on a pro rata basis.

 

Shareholders should therefore have no expectation of being able to tender their shares to the Company successfully on a quarterly basis.

 

In addition to the Contractual Quarterly Tender facility, the Directors seek annual shareholder approval to grant them the power to make ad hoc market purchases of shares. If such authority is subsequently granted, the Directors will have complete discretion as to the timing, price and volume of shares to be purchased. Shareholders should not place any reliance on the willingness or ability of the Directors so to act.

 

In the absence of the availability of the Contractual Quarterly Tender facility shareholders wishing to realise their investment in the Company will be required to dispose of their shares on the stock market.

 

Accordingly, shareholders' ability to realise their investment at any particular price and/or time may be dependent on the existence of a liquid market in the shares.

 

Liquidity risks associated with the Contractual Quarterly Tender facility are set out in note 8.2.

 

During the year 14,580,181 (2019: 3,240,007) Euro Shares and 124,840,303 (2019: 35,151,239) Sterling Shares were redeemed as part of the Contractual Quarterly Tender facility and subsequently held by the Company in the form of treasury shares. Refer to above for details. Treasury shares do not carry any right to attend or vote at any general meeting of the Company. In addition, the Contractual Quarterly Tenders and the voluntary conversion facility are not available in respect of Treasury shares.

 

Dividends

The ordinary shares of each class carry the right to receive all income of the Company attributable to such class of ordinary share, and to participate in any distribution of such income made by the Company and within each such class such income shall be divided pari passu among the shareholders in proportion to the shareholdings of that class. During the year ended 2020, the Company declared and paid dividends based on the investment income received from the Investment Vehicle during the year.  

 

Please refer below for amounts recognised as dividend distributions to ordinary shareholders in the years ended 31 December 2020 and 31 December 2019.

 

 

Ex-dividend date

Payment date

£ equivalent

Euro - €0.01375 per share1

06/02/2020

28/02/2020

1,779,806

1,779,806

Sterling - £0.01375 per share1

06/02/2020

28/02/2020

3,422,457

3,850,776

 

 

 

 

 

Euro - €0.01375 per share1

14/05/2020

05/06/2020

1,773,850

1,773,850

Sterling - £0.01375 per share1

14/05/2020

05/06/2020

3,206,426

3,607,710

 

 

 

 

 

Euro - €0.01000 per share1

06/08/2020

28/08/2020

1,241,591

1,241,591

Sterling - £0.01000 per share1

06/08/2020

28/08/2020

2,063,199

2,321,408

 

 

 

 

 

Euro - €0.01125 per share1

12/11/2020

04/12/2020

1,372,756

1,372,756

Sterling - £0.01125 per share1

12/11/2020

04/12/2020

2,217,922

2,495,496

 

 

 

 

 

 

 

 

 

18,443,393

1 - Recognised in the year ended 31 December 2020

 

 

Ex-dividend date

Payment date

£ equivalent

Euro - €0.01375 per share2

07/02/2019

22/03/2019

-

1,732,898

Sterling - £0.01375 per share2

07/02/2019

22/03/2019

4,720,204

5,383,474

 

 

 

 

 

Euro - €0.01375 per share2

02/05/2019

14/06/2019

-

1,757,953

Sterling - £0.01375 per share2

02/05/2019

14/06/2019

4,626,240

5,276,307

 

 

 

 

 

Euro - €0.01375 per share2

01/08/2019

13/09/2019

-

1,762,683

Sterling - £0.01375 per share2

01/08/2019

13/09/2019

4,879,038

5,564,627

 

 

 

 

 

Euro - €0.01375 per share2

07/11/2019

29/11/2019

-

1,796,676

Sterling - £0.01375 per share2

07/11/2019

29/11/2019

4,492,156

5,123,375

 

 

 

 

28,397,993

2   - Recognised in the year ended 31 December 2019

 

Please refer to note 16 for further information subsequent to the reporting period.

 

Loss per share  

 

31 December

2020

31 December

2020

31 December

2019

31 December

2019

 

£ equivalent

£ equivalent

Euro Shares

 

 

 

 

Decrease in net assets for the year

-

(6,581,197)

-

(3,998,326)

Results per share

-

(0.051747)

-

(0.031196)

 

 

 

 

 

Sterling Shares

 

 

 

 

Decrease in net assets for the year

(10,733,488)

(11,985,013)

(9,412,859)

(10,735,528)

Results per share

(0.046343)

(0.051747)

(0.027353)

(0.031196)

 

Loss per share has been calculated on a weighted average basis. The weighted average number of ordinary shares held during the year ended 31 December 2020 was 358,790,452 (2019: 472,293,052), comprising 127,181,080 (2019: 128,166,181) Euro Shares and 231,609,372 (2019: 344,126,871) Sterling Shares.

 

There have been no transactions involving the Company's Euro or Sterling Shares between 1 January 2020 and 18 March 2021 other than those disclosed in note 16, which were issued at a premium to the 31 December 2020 NAV.

 

13. Net asset value per ordinary share

 

31 December

2020

31 December

2020

31 December

2019

31 December

2019

 

£ equivalent

£ equivalent

 

 

 

 

 

Euro Shares

 

 

 

 

NAV

-

120,487,361

-

131,442,171

NAV per ordinary share

-

0.9657

-

1.0013

 

 

 

 

 

Sterling Shares

 

 

 

 

NAV

200,656,354

224,052,886

343,618,405

405,882,060

NAV per ordinary share

1.0299

1.1500

1.0534

1.2443

 

 

 

 

 

Net assets attributable to shareholders

-

344,540,247

-

537,324,231

 

NAV per share has been calculated based on the share capital in issue as at year end, excluding shares held in treasury. The issued share capital as at 31 December 2020 comprised of 124,768,754 Euro Shares (31 December 2019: 131,275,614) and 194,829,202 Sterling Shares (31 December 2019: 326,202,252).

 

14. Reconciliation of liabilities arising from financing activities

 

2020

2019

 

Opening Balance

537,324,231

538,965,202

 

 

 

Cash flow movements

 

 

Proceeds from issuance and subscriptions arising from conversion of ordinary shares

 

8,445,789

 

39,955,230

Payments from redemption of ordinary shares

(166,729,834)

(52,293,084)

Placing programme costs

(33,481)

(475,182)

Share issue costs paid

(3,524)

(336,348)

Dividends paid

(18,443,393)

(28,397,993)

 

 

 

Non cash flow movements

 

 

Decrease in placing programme payables

-

172,074

Foreign currency exchange (gain)/loss on ordinary shares

(15,933,729)

25,430,737

(Loss)/profit before finance costs and taxation

(85,812)

14,303,595

Closing Balance

344,540,247

537,324,231

 

15.  Related party disclosure

The Directors are entitled to remuneration for their services and all Directors hold Sterling shares in the Company. Please refer to note 6 for further detail.

 

Transactions between the Company and the Trust and Conversion Vehicle are disclosed in note 4 and 12.

 

Richard Boleat acts as the enforcer of the Trust, a business purpose trust established under Jersey law and settled by the Company. The role has arisen as a result of the implementation of the resolution passed at the Company's Annual General Meeting on 4 April 2016 which authorised the Company to make arrangements to enable the conversion of treasury shares held by the Company from time to time from one currency denomination to another. The position is unremunerated and represents an alignment of interests with those of the Company.

 

As at 31 December 2019, Quilter plc beneficially held 107,072,086 (20.87%) of the voting rights of the Company and therefore was considered to be in a position of significant influence. On 25 February 2020, the Company announced that it had received notification that Quilter plc's percentage of total voting rights had decreased to 1.80%. At this time, Quilter plc was no longer considered to be in a position of significant influence.

 

The below information regarding select related party disclosures for the Investment Vehicle has been included for information purposes only.

During the year, there were EUR 40.7 million (31 December 2019: EUR 29 million) of buy transactions from, or purchases into, and EUR 52.3 million (31 December 2019: EUR 99.7 million) of sell transactions with, or sales out of, other CVC Credit Partners managed investment vehicles.

 

During 2020, the Compartment subscribed for EUR 23.8 million (31 December 2019: EUR 128.7 million) and redeemed EUR 95.8 million (31 December 2019: EUR 102.3 million) debt securities in fourteen companies where CVC Capital Partners also had an interest (31 December 2019: sixteen companies). These positions were entered into pari passu with third-party investors. The holdings of the Compartment in companies where CVC Capital Partners also had an interest amounted to EUR 85.6 million as at 31 December 2020 (31 December 2019: EUR 157.6 million).

 

16. Material events after the Statement of Financial Position date

Management has evaluated subsequent events for the Company through 18 March 2021, the date the financial statements were available to be issued, and has concluded that the material events listed below do not require adjustment of the financial statements.

 

Ordinary share conversion

On 17 December 2020, the Company announced it had received applications from shareholders to convert 1,652,027 Sterling Shares into Euro Shares on 29 January 2021. On 25 January 2021, the Company subsequently announced the applicable conversion ratio was 1.191465 Euro Share per Sterling Share and that an application will be made for the admission of 1,968,332 Euro Shares to the Official List of the UKLA and to be admitted to trading on the main market of the London Stock Exchange. Dealings in the shares will commence on 29 January 2021.

 

On 16 February 2021, the Company announced it had received applications from shareholders to convert 2,397,041 Sterling Shares into Euro Shares on 31 March 2021.

 

Contractual quarterly tender

In accordance with the announcement made on 13 November 2020 where the Company announced it had received applications from shareholders to tender 23,256,443 Sterling Shares and 4,804,474 Euro Shares under the December 2020 Contractual Quarterly Tender, the Company, on 21 January 2021, announced a tender price per share of £1.0199 and €0.9557 respectively. On 18 February 2021, the December 2020 Contractual Quarterly Tender completed with 23,256,443 Sterling Shares and 4,804,474 Euro Shares being repurchased and transferred into the Company's name and held as treasury shares.

 

On 11 February 2021, the Company announced it had received applications from shareholders to tender 5,926,910

Euro Shares and 8,710,330 Sterling Shares under the March 2021 Contractual Quarterly Tender.

 

Dividend declaration

On 27 January 2021, the Company declared a dividend of €0.01125 per Euro Share and £0.01125 per Sterling Share payable on 26 February 2021 to shareholders on the register as at 5 February 2021.

 

Director transaction

On 5 January 2021, the Company announced that, on 4 January 2021, Richard Boléat had purchased 10,000 Sterling Shares at a price of £0.9556.

 

17. Controlling party

In the Directors' opinion, the Company has no ultimate controlling party.

 

USEFUL INFORMATION FOR SHAREHOLDERS (UNAUDITED)

 

Dividend history

 

 

Year ended

Total dividend paid

per Euro Share

Total dividend paid

per Sterling Share

2014

€0.03500

£0.03500

2015

€0.05000

£0.05000

20161

€0.06250

£0.06250

20172

€0.05250

£0.05250

2018

€0.05500

£0.05500

2019

€0.05500

£0.05500

2020

€0.04875

£0.04875

 

1 As a result of the Company amending the frequency of its dividend payments to a quarterly basis rather than a semi-annual basis during 2016, shareholders received an additional €0.0125 and £0.0125 dividend per Euro and Sterling Share respectively.

2 During 2017, the Company increased its annual dividend to 5.5 cents per Euro Share and 5.5 pence per Sterling Share.

 

Alternative performance measures disclosure

In accordance with ESMA Guidelines on APMs the Board has considered what APMs are included in the Annual Financial Report and financial statements which require further clarification. An APM is defined as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. APMs included in the financial statements, which are unaudited and outside the scope of IFRS, are deemed to be as follows:

 

NAV total return vs benchmark

The NAV total return measures how the NAV per Euro Share and Sterling Share has performed over a period of time, taking into account both capital returns and dividends paid to shareholders. The Company quotes NAV total return as a percentage change from a certain point in time, such as the initial issuance of Euro and Sterling Shares or the beginning of the period, to the latest reporting date, being 31 December 2020 in this instance. It assumes that dividends paid to shareholders are reinvested back into the Company therefore future NAV gains are not diminished by the paying of dividends.

 

The Board monitors the Company NAV total return against the Credit Suisse Western European High Yield Index (hedged in Euros) Total Return and Credit Suisse Western European Leveraged Loan Index (hedged in Euros) Total Return. The total return results for both the Company's NAV and the benchmark over certain time periods are presented below:

 

Total Return

 

3 Months

6 Months

12 Months

Since inception

Euro NAV Total Return

6.62%

11.10%

1.71%

37.30%

Sterling NAV Total Return

6.83%

11.68%

2.80%

45.20%

Credit Suisse Western European High Yield Index (hedged in Euros) Total Return

5.36%

8.19%

1.95%

41.11%

Credit Suisse Western European Leveraged Loan Index (hedged in Euros) Total Return

3.54%

6.42%

2.38%

29.74%

 

The Company's Euro Share and Sterling Share NAV capital return is calculated by dividing the difference between the closing NAV per share and the opening NAV per share, divided by the opening NAV per share. The income return is calculated by adding each dividend paid back to the NAV per share on the ex-div date (being the date dividends are deducted from the NAV of the Company). This amplifies the value of each dividend paid by the capital return and demonstrates the effect of reinvesting dividends back into the Company at the ex-div date. The total return is then determined by adding the capital and income return. The total return calculations for 31 December 2020 and 31 December 2019 are presented overleaf.

 

2020

Euro share

2020 Annual dividend per share

 

NAV per share as at 31 December 2019

 

€1.00127

NAV per share as at 31 December 2020

 

€0.96570

Capital return

 

(3.56)%

 

 

 

Income return

4.875p

5.27%

Total return

 

1.71%

 

 

 

Sterling share

 

 

NAV per share as at 31 December 2019

 

£1.05340

NAV per share as at 31 December 2020

 

£1.02990

Capital return

 

(2.23)%

 

 

 

Income return

4.875p

5.03%

Total return

 

2.80%

 

2019

Euro share

2019 Annual dividend per share

 

NAV per share as at 31 December 2018

 

€1.04040

NAV per share as at 31 December 2019

 

€1.00127

Capital return

 

(3.76)%

 

 

 

Income return

5.500p

5.32%

Total return

 

1.56%

 

 

 

Sterling share

 

 

NAV per share as at 31 December 2018

 

£1.07620

NAV per share as at 31 December 2019

 

£1.05340

Capital return

 

(2.12)%

 

 

 

Income return

5.500p

5.19%

Total return

 

3.07%

 

NAV to market price discount

The NAV per share is the value of the Company's assets, less any liabilities it has, divided by the total number of Euro and Sterling Shares. However, because the Company ordinary shares are traded on the London Stock Exchange's Main Market, the share price may be higher or lower than the NAV. The difference is known as a premium or discount. The Company's premium or discount to NAV is calculated by expressing the difference between the period end respective share class price (bid price) and the period end respective share class NAV per share as a percentage of the respective NAV per share.

 

At 31 December 2020, the Company's Euro Shares and Sterling Shares traded at €0.9000 (2019: €0.9550) and £0.9440 (2019: £0.9820) respectively. The Euro Shares traded at a discount of 6.80% (2019: 4.62% discount) to the NAV per Euro Share of €0.9657 (2019: €1.0013) and the Sterling Shares traded at a discount of 8.34% (2019: 6.78% discount) to the NAV per Sterling Share of £1.0299 (2019: £1.0534).

 

Ongoing charges

The Company has chosen the AIC's methodology for calculating an ongoing charges figure. In line with the AIC's recommended guidance on ongoing charges, the Company's ongoing charges ratio has been revised to include a relevant proportion of the Investment Vehicle's operating expenses; please refer below for further details. The ongoing charges ratio for the year ended 31 December 2020 was 1.54% (2019 revised: 1.41%). The ongoing charges for the Company's Euro and Sterling share classes individually are approximate to each other and therefore, the Company has chosen to disclose one ongoing charges figure. The Company's ongoing charges ratio is based on annualised ongoing charges of €5,494,360 (2019 revised: €7,741,004) divided by average NAV in the period of €355,657,199 (2019: €549,430,274).

 

Calculating ongoing charges

The ongoing charges are based on actual costs incurred in the year excluding any non-recurring fees in accordance with the AIC methodology. Expense items have been excluded in the calculation of the ongoing charges figure when they are not deemed to meet the following AIC definition:

 

"Ongoing charges are those expenses of a type which are likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of the investment company as a collective fund, excluding the costs of acquisition/disposal of investments, financing charges and gains/losses arising on investments. Ongoing charges are based on costs incurred in the year as being the best estimate of future costs."

 

In the prior period, the Board incorporated a proportion of the Investment Vehicle management fee2 in the Company's ongoing charges ratio.

 

Revised ongoing charges methodology

In accordance with the recommended methodology for the calculation of an ongoing charge figure published by the AIC (and most recently updated in October 2020), the Company has incorporated, in addition to a relevant portion of the management fee2, a relevant proportion Investment Vehicle operating expenses (that would be considered ongoing charges under the AIC methodology) into its own ongoing charges figure. For the avoidance of doubt, the revised ongoing charges ratio includes the Company's pro-rata share of the Investment Vehicle management fee, custodian and administration expenses and other general expenses but excludes interest costs and performance fees.

 

The Board, for comparability, has restated the prior year ongoing charges ratio to incorporate Investment Vehicle operating expenses.

 

Please refer below for ongoing charges reconciliation for the years ended 31 December 2020 and 31 December 2019:

 

 

31 December 2020

 

31 December 2019

(Revised)

Total operating expenses for the year:

1,135,235

1,236,885

Expenses excluded from the calculation of ongoing charges figures, in accordance with AIC's methodology:

 

 

Professional fees

(140,481)

(39,435)

Sundry expenses

(11,730)

(119,056)

Total ongoing charges for the year (excluding Investment Vehicle management fee)

 

983,024

 

1,078,394

Add: Investment Vehicle operating expenses

993,197

1,198,484

Add: Investment Vehicle management fee 2

3,518,139

5,464,126

Total ongoing charges for the year (including Investment Vehicle management fee)

 

5,494,360

 

7,741,004

 

Ongoing charges inclusive of Investment Vehicle performance fee

In accordance with the recommended methodology for the calculation of an ongoing charge figure published by the AIC (and most recently updated in October 2020), the Board has chosen to disclose an ongoing charges figure inclusive of the Investment Vehicle's performance fee3. As the performance fee can differ between share classes, the Company has disclosed the ongoing charges plus performance fee ratio for both share classes separately.

 

 

31 December 2020

 

Euro Shares

Sterling Shares

Ongoing charges ratio

1.54%

1.54%

Add: Investment Vehicle performance fee3

0.07%

0.01%

Ongoing charges plus performance fee ratio

1.61%

1.55%

 

The ongoing charges ratio for the Company of 1.41% for the year ended 31 December 2019 is not affected by the Investment Vehicle's performance fee accrued for the year ended 31 December 2019.

 

1 - The Company's ongoing charges are considered to be APMs which are calculated according to the methodology outlined above and differ to the ongoing costs disclosed within the Company's KIDs which follows the methodology prescribed by EU rules. For example, the ongoing costs disclosed in the Company's KIDs include interest expense and are based on average ongoing charges over the past three years whereas the ongoing charges ratio disclosed in this report do not include interest expense and are based on ongoing charges incurred during the year ended 2020 only. The Company's most current KIDs and an accompanying explanatory note reconciling the two different ratios are available on the Company's website ( www.ccpeol.com/news-documents ).

2 - Details of the management fee that the Investment Vehicle Manager is entitled to can be found on page 12 of the Company's latest prospectus ( https://www.ccpeol.com/media/1316/2019-03-29-prospectus.pdf ).

3 - Details of the performance fee that the Investment Vehicle Manager is entitled to can be found on pages 12 and 13 of the Company's latest prospectus ( https://www.ccpeol.com/media/1316/2019-03-29-prospectus.pdf ).

 

GLOSSARY

 

Administrator

 

BNP Paribas Securities Services S.C.A., Jersey Branch

 

 

 

Advisor fees

 

Cost of services provided by Mr Justin Atkinson to assist with the marketing and promotion of the Company's shares

 

 

 

AGM

 

Annual General Meeting

 

 

 

AIC

 

Association of Investment Companies

 

 

 

AIC Code

 

AIC Code of Corporate Governance, February 2019

 

 

 

AIFM

 

Alternative Investment Fund Manager

 

 

 

APMs

 

Alternative Performance Measures

 

 

 

Auditor

 

Ernst & Young LLP

 

 

 

Borrowing Limit

 

Up to an amount equal to 100% of the NAV of the Investment Vehicle at the time of borrowing

 

 

 

CLOs

 

Collateralised Loan Obligations

 

 

 

Company

 

CVC Credit Partners European Opportunities Limited

 

 

 

Continuation Resolution

 

An ordinary resolution proposed by the Directors that the Company continue its business as a closed-ended investment company

 

 

 

Conversion Vehicle

 

Conversion SPV Limited

 

 

 

Compartment

 

Compartment A of the Investment Vehicle

 

 

 

Credit Opportunities

 

Refers to investments where the Investment Vehicle Manager anticipates an event in a specific credit is likely to have a positive impact on the value of its investment. This may include events such as a repayment event before maturity, a deleveraging event, a change to the economics of the instrument such as increased margin and/or fees or fundamental or sentiment driven change in the value. The Investment Vehicle Manager seeks relative value opportunities which involve situations where market technicals have diverged from credit fundamentals often driven by selling by mandate constrained investors, CLO managers or hedge funds rebalancing their portfolios, macro views affecting different credit instrument types or sales by banks. The Investment Vehicle Manager has additional flexibility compared to mandate constrained capital and believes these assets have potential for capital gains and early cash flow generation based on the acquisition prices

 

 

 

CVC Group

 

CVC Group being the Investment Vehicle Manager and CVC Credit Partners Group Holding Foundation, together with its direct and indirect subsidiaries and their respective affiliates and excluding any funds managed and/or advised by the CVC Group

 

 

 

DTRs

 

Disclosure Guidance and Transparency Rules

 

 

 

FRC

 

Financial Reporting Council

 

 

 

IFRS 13

 

IFRS 13 - Fair Value Measurement

 

 

 

IPO

 

Initial Public Offering on 25 June 2013

 

 

 

Investment Limits

 

As defined within the Investment Policy section.

 

 

 

Investment Vehicle

 

CVC European Credit Opportunities S.à r.l.

 

 

 

Investment Vehicle Manager

 

CVC Credit Partners Investment Management Limited

 

 

 

Investment Vehicle Services Manager

 

CVC Credit Partners Investment Services Management Limited

 

 

 

KIDs

 

Key Information Documents

 

 

 

KPIs

 

Key Performance Indicators

 

 

 

NAV

 

Net Asset Value

 

 

 

NPPRs

 

National Private Placement Regimes

 

 

 

Original Placing Price

 

€1.00 and £1.00 per share

 

 

 

PEC's

 

Preferred Equity Certificates

 

 

 

Performing Credit

 

Generally refers to senior secured loans and senior secured high yield bonds sourced in both the primary and secondary markets. The investment decision is primarily driven by a portfolio decision around liquidity, cash yield and volatility

 

 

 

PRI

 

Principles for Responsible Investment

 

 

 

Trust

 

CCPEOL Purpose Trust

 

 

 

UK Code

 

The UK Corporate Governance Code 2018

 

 

 

Viability Statement

 

A statement made by the Directors explaining how they assessed the prospects of the Company, over which period they have done so and why they consider that period to be appropriate

 

Company information

 

 

 

Registered Office

 

Advocates to the Company

IFC1, The Esplanade

 

(as to Jersey law)

St Helier, Jersey

JE1 4BP

 

Bedell Cristin

26 New Street

St Helier, Jersey

JE2 3RA

 

 

 

Investment Vehicle Manager

 

Custodian

CVC Credit Partners Investment Management Limited

 

BNP Paribas Securities Services S.C.A.,

Jersey Branch

111 Strand, London

WC2R 0AG

 

 

IFC1, The Esplanade

St Helier, Jersey

JE1 4BP

 

 

 

Corporate Services Manager

 

Auditor

CVC Credit Partners Investment Services

Management Limited

 

Ernst & Young LLP

25 Churchill Place

27 Esplanade,

St Helier, Jersey

JE1 1SG

 

Canary Wharf

London, E14 5EY

 

 

 

 

Corporate Brokers

 

Administrator and Company Secretary

Goldman Sachs International

Peterborough Court, 133 Fleet Street

 

BNP Paribas Securities Services S.C.A.,

Jersey Branch

London

EC4A 2BB

 

 

IFC1, The Esplanade

St Helier, Jersey

JE1 4BP

Winterflood Securities Limited

The Atrium Building

Cannon Bridge House

25 Dowgate Hill

London

EC4R 2GA

 

 

 

BNP Paribas Securities Services S.C.A. Jersey Branch is regulated by the Jersey Financial Services Commission.

 

Solicitors to the Company

 

Registrar

(as to English law)

 

Computershare Investor Services (Jersey)

Herbert Smith Freehills LLP

Exchange House

Primrose Street

London

EC2A 2EG

 

 

Limited

Queensway House

Hilgrove Street

St Helier

Jersey

JE1 1ES

 

 

 

 

For Investors in Switzerland:

The Prospectus, the Memorandum and Articles of Association as well as the annual and half yearly financial reports of the Company may be obtained free of charge from the Swiss Representative. In respect of the Shares distributed in and from Switzerland to Qualified Investors, the place of performance and the place of jurisdiction is at the registered office of the Swiss Representative.

 

Swiss Representative: FIRST INDEPENDENT FUND SERVICES LTD., Klausstrasse 33, CH-8008 Zurich, Switzerland.

 

Swiss Paying Agent:   Helvetische Bank AG, Seefeldstrasse 215, CH-8008 Zurich, Switzerland.

 

Enquiries:

 

CVC Credit Partners European Opportunities Limited  - Richard Boléat, Chairman 

Tel: +44 (0) 1534 625522

 

BNP Paribas Securities Services S.C.A., Jersey Branch - Company Secretary

Tel: +44 (0) 1534 813873

 

A copy of the Company's Annual Financial Report will be available shortly from the Company Secretary, (BNP Paribas Securities Services S.C.A., Jersey Branch, IFC 1, The Esplanade, St Helier, Jersey, JE1 4BP), or will be circulated on the Company's website (www.ccpeol.com).

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

CVC Credit Partners European Opportunities Limited is regulated by the Jersey Financial Services Commission.

 

A copy of this announcement is and will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions for inspection on the Company's web site at www.ccpeol.com.

 

 

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